TCR_Public/141203.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 3, 2014, Vol. 18, No. 336

                            Headlines

1041 LITTLE EAST: Case Summary & 12 Unsecured Creditors
143 GROUP: Case Summary & 3 Unsecured Creditors
2207928 ONTARIO: First Meeting of Creditors Set for Dec. 10
4326 MAIN STREET: Case Summary & 3 Unsecured Creditors
945 LITTLE EAST: Case Summary & 15 Unsecured Creditors

AF BORROWER: S&P Assigns 'B' CCR & Rates $300MM 1st Lien Loan 'B'
AGENT SYSTEMS: Texas Appeals Court Rules in Dispute With DART
AMEDICA CORP: Posts $4.93-Mil. Net Loss in Sept. 30 Quarter
AMERICAN INT'L: Starr Gets Boost from U.S. Docs in Bailout Case
AMFIN FINANCIAL: Asks High Court to Review Tax Refund Dispute

AMPAL-AMERICAN: CEO's Suit Says Bondholder Defamation Sunk Company
ARCHDIOCESE OF ST. PAUL-MINNEAPOLIS: Considering Bankruptcy
ARMORWORKS ENTERPRISES: Leaves Bankruptcy Under PE Firm's Control
ASHLAND UNIVERSITY: Moody's Affirms Caa2 Rating on 2010 Bonds
BERNARD L. MADOFF: Bankruptcy Costs Top $1 Billion Six Years Later

BUMI INVESTMENT: Seeks U.S. Recognition of Singapore Proceedings
BUMI INVESTMENT: Chapter 15 Case Summary
C.W. WILLIAMS: Files for Chapter 11 Bankruptcy Protection
CAESARS ENTERTAINMENT: Senior Lenders Sue for Asset Stripping
CAL DIVE: Refinancing Negotiations with Lenders Continue

CAROLINE WYLY: SEC Says It Can Pursue Widow in $261M Judgment
CHARLES COKER: CWCAM's Plea for Confirmation Order Relief Denied
CHARLES LIVECCHI: Court Granted Summary Judgment to Ch. 7 Trustee
CHARLES LIVECCHI: Court Refused to Dismiss Ch. 7 Bankruptcy Case
CHINA NATURAL: Trustee Takes Shaanxi Interest to Auction

CHESAPEAKE ROW HOMES: Landlord Halts Blight Suit With Ch. 11
CHIEF POWER: Moody's Rates Planned $365MM Secured Loans 'Ba3'
CIE COOPERATIVE: Nostaw Entitled to Judgment on Fraud Claims
CLOUDEEVA INC: Reinstated in Chapter 11 with a Trustee
COUNTRY STONE: Will Proceed with Dec. 17 Auction

CONYERS 138: Case Summary & 2 Unsecured Creditors
CPM HOLDINGS: Moody's Assigns B2 Rating on $440MM Secured Debt
CPM HOLDINGS: S&P Affirms B+ CCR & Rates $315MM 1st Lien Loan B+
DAVID DUCKWORTH: Case Helps GM Creditors on $1.5 Billion Appeal
DAVID STARAL: Ex-Arena Football Team Owner Faces Fraud Charges

DEMCO INC: Creditors' Meeting Adjourned to Feb. 23
DENDREON CORP: Inks Compromise with Derivative Suit Litigants
DETROIT, MI: Eyes Bankruptcy Exit in Second Week of December
DETROIT, MI: Challenge to State Emergency Manager Law Moves Ahead
DETROIT, MI: Ch. 9 Empowers Cities to Tackle Soaring Pensions

DIOCESE OF GALLUP: Atty Wants Records From Franciscan Friars
DORAL FINANCIAL: S&P Suspends 'CC' ICR on Lack of Information
DOUGLAS DYNAMICS: Moody's Rates $190 Million New Term Loan 'B1'
ENDEAVOUR INTERNATIONAL: Disclosure Statement Hearing on Dec. 17
ENDEAVOUR INTERNATIONAL: Proposes Jan. 26, 2015 Claims Bar Date

ENERGY FUTURE: 2015 Compensation Program Filed
ENERGY FUTURE: Seeks Approval of Compromise with Sierra Club
EXIDE TECHNOLOGIES: Transition Reported
EXIDE TECHNOLOGIES: Gets Nod for Plant Pact With Calif. Regulator
EXIDE TECHNOLOGIES: Committee Commences Suit vs. Wells Fargo

FAIRFIELD SENTRY: Tries to Preserve Challenge of $230M Madoff Sale
FAR EAST ENERGY: Reports $8.24-Mil. Net Loss for Third Quarter
FL 6801: Z Capital OK'd as Successful Bidder for Canyon Ranch
FLC HOLDING: Bankruptcy Judge Approves Bid Rules for PNA Bank
FREE LANCE-STAR: Gets Approval for Liquidating Plan

GARLOCK SEALING: Says Asbestos Racketeering Claims Not Time-Barred
GENERAL MOTORS: Ignition-Switch Program Identifies 2 More Deaths
GENERAL MOTORS: Recalls 361,357 Vehicles for Headlight Issue
GIRA POLLI: Court Allowed $149,580 in Reduced Fees for Counsel
GLENTEL INC: S&P Puts 'B+' CCR on CreditWatch Positive

GREAT LAKES: Bid Deadline Slated for January 7, 2015
GREAT NORTHERN PAPER: Judge Approves Compromise
GRETTER AUTOLAND: Case Summary & 20 Largest Unsecured Creditors
GRIDWAY ENERGY: Gets Approval of Settlement with Lender Vantage
GROUP HEALTH: S&P Raises Counterparty Credit Rating From 'BB+'

GROVE PLAZA: Case Summary & 7 Largest Unsecured Creditors
HANSEN MEDICAL: Incurs $15.6-Mil. Net Loss for Q3
HARVEST OPERATIONS: S&P Cuts CCR to 'B' on Weak Fin. Risk Profile
IRISH BANK: Gets Thumbs-Up For Sale Of Blackrock Clinic Loans
JR PRODUCE INC: Case Summary & 20 Largest Unsecured Creditors

KEY ENERGY: Moody's Cuts CFR to B1 & Changes Outlook to Negative
LAFAYETTE YARD: Chapter 11 Case Closed Nov. 21
LEON HALL: Application to Employ Eron Law as Counsel Granted
LONGVIEW POWER: Gets Wins on 3 Bankruptcy Appeals
MF GLOBAL: Execs Seek to Tap $7.5M More in E&O Coverage

MOMENTIVE PERFORMANCE: Creditors Slam Mootness Claims In Appeal
MONTREAL MAIN: Trustee Casts Wide Net for Cos. to Pay Victims
NAARTJIE CUSTOM: Finds a Buyer for South African Stores
NATIONAL HERITAGE: Judgment in Favor of Mancillases Reversed
NAUTILUS HOLDINGS: Fine-Tunes Proposed Reorganization Plan

NAUTILUS HOLDINGS: HSH Syndicate Only "Holdout" Lender Under Plan
NEW MEDIA: Moody's Assigns B2 CFR & Rates $224MM Term Loan B2
NEW MEDIA: S&P Assigns 'B' CCR & Rates $420MM Secured Debt 'B+'
NII HOLDINGS: Seeks Approval to Pay $9MM in Bonuses to Execs
NNN SIENA: U.S. Trustee Balks at 3rd Bid for Receiver to Stay

ONEMAIN FINANCIAL: Moody's Assigns B2 Corporate Family Rating
ONEMAIN FINANCIAL: S&P Assigns 'B+' ICR & Rates $500MM Notes 'B+'
ORACLE TRANSPORTATION: Case Summary & 17 Top Unsecured Creditors
PEREGRINE FINANCIAL: US Bank Must Face Trial Over Role In Fraud
PHOENIX PAYMENT: Seeks To Cap $10M Software Claim at $500K

PONCE DE LEON: Fails to Win Confirmation of Exit Plan
PORTER HAYDEN: Inks $15M Asbestos Coverage Deal with AIG Insurers
QUANTUM FOODS: Seeks Court Approval to Settle Preference Claims
QUEEN ELIZABETH: Objects to Wu's Motion to Appoint Trustee
QUIZNOS: Former Brass Fight to Keep Indemnification Claims Alive

RADIOSHACK CORP: Says Lenders Are Blocking Plan to Close Stores
REALIZATION REHAB: Case Summary & 20 Largest Unsecured Creditors
REVSTONE INDUSTRIES: Creditors' Committee Can Sue Hofmeister
RURAL/METRO CORP: Has Pact to Continue Surprise Ambulance Service
SEARS METHODIST: Selling Four Facilities for $62 Million

SAMUEL WYLY: Assets Include Annuities and Pajamas
SENECA BIOENERGY: Case Summary & 15 Largest Unsecured Creditors
SGH ESCROW: Moody's Assigns B2 CFR & Rates $300MM Senior Notes B3
SIGNATURE GROUP: S&P Assigns 'B' CCR & Rates $110MM Debt 'BB-'
SIMPLY WHEELZ: Advantage Opco Can Amend Removal Notice

SOLYNDRA LLC: Judge Rips Into Attys in Price-Fixing Docs Spat
SOUTHEASTERN STUD: Bankruptcy Filing Stays Mill Steel Lawsuit
SPECTRUM BRANDS: Moody's Rates on $250MM Sr. Unsecured Notes 'B3'
SPECTRUM BRANDS: S&P Rates $250 Million Notes Due 2024 'B'
STARR PASS: U.S. Bank's Motion to Dismiss Chapter 11 Case Denied

STOCKTON, CA: Presses Judge for Bankruptcy Exit to Move Ahead
SUNCHASE CAPITAL: Court Valued Parcel K Property at $201,290
SUPERIOR PLUS: S&P Assigns 'BB' Rating on New C$200MM Unsec. Notes
TAHOE STATION: Case Summary & 2 Largest Unsecured Creditors
TARRIE HYCHE: Alabama Court Awards $1.8-Mil. to Synovus Bank

TEXOMA PEANUT: Gets Court Approval to Auction Off Assets
TLC HEALTH: Creditors' Meeting Adjourned to Dec. 12
TRILOGY INTERNATIONAL: S&P Affirms 'B-' Corp. Credit Rating
TRULAND GROUP: WARN Claimants Can Proceed as Class
TRUMP ENTERTAINMENT: Makes Union Offer to Keep Taj Mahal Open

TRUMP ENTERTAINMENT: Wants Atlantic City's Tax Debt Auction Nixed
ULTURA (LA): Gets Interim Loan to Accompany Global Deal
ULTURA (LA): Gets New UAC Sale Contract After Global Settlement
UNITEK GLOBAL: Investors Win Access to Emails in Ch. 11 Fight
US CELLULAR: Fitch Rates New Sr. Unsecured Notes 'BB+'

US CELLULAR: Moody's Assigns Ba1 Rating on New Sr. Unsecured Notes
US CELLULAR: S&P Rates Up to $500MM New Unsecured Notes 'BB'
WILLIAMSON MURRAY: Exemption Upheld in Circuit Court
YMCA MILWAUKEE: Files Reorganization Plan, Has Bank Group Support
ZHONE TECHNOLOGIES: Has $2.7-Mil. Net Loss in Third Quarter

* 15 Individual Ch. 7 Filings in Lancaster, PA
* Amended Bankruptcy Rules Became Effective Dec. 1
* House Approves Bank Bankruptcy Bill

* Lawyer Called Sociopath by Judge Suspended From Pa. Bar

* US DOJ Collects $24.7 Billion in Penalties from Big Banks
* Wells Fargo 'Living Will' Passes But Needs Work, Fed Says

* Blank Rome Adds Veteran Bankruptcy Attorney in New York
* Jonathan Loeb, Jeffrey Rosenfeld Join Blank Rome's L.A. Office


                             *********


1041 LITTLE EAST: Case Summary & 12 Unsecured Creditors
-------------------------------------------------------
Debtor: 1041 Little East Neck Road LLC
        16 Alley Pond Court
        Huntington Station, NY 11746

Case No.: 14-75368

Chapter 11 Petition Date: December 1, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Robert E. Grossman

Debtor's Counsel: Ronald D Weiss, Esq.
                  RONALD D. WEISS, P.C.
                  734 Walt Whitman Road, Suite 203
                  Melville, NY 11747
                  Tel: (631) 271-3737
                  Fax: (631) 271-3784
                  E-mail: weiss@ny-bankruptcy.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Turgut Ozen, member.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb14-75368.pdf


143 GROUP: Case Summary & 3 Unsecured Creditors
-----------------------------------------------
Debtor: 143 Group, LLC
        1108 Oak Street
        Atlanta, GA 30310

Case No.: 14-73663

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: December 1, 2014

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

Debtor's Counsel: Gai Lynn McCarthy, Esq.
                  KUMAR, PRABHU, PATEL & BANERJEE, LLC
                  Suite W311, 1117 Perimeter Center West
                  Atlanta, GA 30338
                  Tel: 678-443-2220
                  Fax: (678) 443-2230
                  E-mail: gmccarthy@kppblaw.com

Total Assets: $2.13 million

Total Liabilities: $2.18 million

The petition was signed by Glenda Johnson, sole shareholder.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb14-73663.pdf


2207928 ONTARIO: First Meeting of Creditors Set for Dec. 10
-----------------------------------------------------------
2207928 Ontario Ltd. filed for bankruptcy on Nov. 19, 2014, and
the first meeting of creditors will be held on Dec. 10, 2014, at
10:00 a.m., at the offices of msi Spergel Inc.  The firm can be
reached at:

         msi Spergel Inc.
         Trustee in Bankruptcy
         505 Consumers Road, Suite 201
         Toronto, Ontario M2J 4V8
         Tel: (416) 497-1660
         Fax: (416) 494-7199


4326 MAIN STREET: Case Summary & 3 Unsecured Creditors
------------------------------------------------------
Debtor: 4326 Main Street, L.P.
        4326 Main Street
        Philadelphia, PA 19127

Case No.: 14-19478

Chapter 11 Petition Date: December 1, 2014

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Stephen Raslavich

Debtor's Counsel: Jon M. Adelstein, Esq.
                  ADELSTEIN & KALINER, LLC
                  Penn's Court
                  350 South Main Street, Suite 105
                  Doylestown, PA 18901
                  Tel: (215) 230-4250
                  Fax: (215) 230-4251
                  E-mail: jma@tradenet.net
                          pjg@tradenet.net

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jeffery Kurz, managing member, 4326
Main Street Gen'l.Part.,LLC.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/paeb14-19478.pdf


945 LITTLE EAST: Case Summary & 15 Unsecured Creditors
------------------------------------------------------
Debtor: 945 Little East Neck Road LLC
        16 Alley Pond Court
        Huntington Station, NY 11746

Case No.: 14-75366

Chapter 11 Petition Date: December 1, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Louis A. Scarcella

Debtor's Counsel: Ronald D Weiss, Esq.
                  RONALD D. WEISS, P.C.
                  734 Walt Whitman Road, Suite 203
                  Melville, NY 11747
                  Tel: (631) 271-3737
                  Fax: (631) 271-3784
                  E-mail: weiss@ny-bankruptcy.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Turgut Ozen, member.

A list of the Debtor's 15 unsecured creditors is available for
free at http://bankrupt.com/misc/nyeb14-75366.pdf


AF BORROWER: S&P Assigns 'B' CCR & Rates $300MM 1st Lien Loan 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Denver, Colo.-based AF Borrower LLC.  The outlook
is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $300 million first-lien
term loan due 2022.  The '3' recovery rating indicates S&P's
expectation for meaningful recovery (50%-70%; at the higher end of
the range) in the event of payment default.

S&P also assigned its 'CCC+' issue-level rating and '6' recovery
rating the company's proposed $125 million second-lien term loan
due 2023.  The '6' recovery rating indicates S&P's expectation for
negligible recovery (0%-10%) in the event of payment default.

"The rating on AF Borrower LLC reflects the company's narrow
market focus, fragmented and competitive industry, and leverage,
which we expect to fall to the 6x area over the next 12 months,"
said Standard & Poor's credit analyst Christian Frank.

"Our assessment of Accuvant's business risk profile incorporates
its acquisition of FishNet and the combined company's narrow focus
on the IT security solutions segment, the fragmented VAR industry
with the presence of much larger competitors that have greater
financial resources, and the company's lack of a track record
operating at its pro forma scale.  The company's improved market
position following the acquisition of FishNet, a diverse customer
base, and good growth prospects partly offset these factors."

S&P views the company as having sufficient supplier diversity as
it believes that its largest supplier would represent roughly 10%
of pro forma revenues.

Accuvant and FishNet are both leading VARs in the North American
IT security market.  S&P believes that the combined company will
have a significant position in its niche and that the combination
will improve geographic breadth and diversity.  The company has
some contractually recurring revenue from managed services and
maintenance revenue streams, but the majority of its gross profit
comes from hardware sales that are generally one-time purchases.
Although the company has demonstrated its ability to generate
multiple sales from its existing customers and has a good track
record of revenue and gross profit growth, its EBITDA is
relatively small on an absolute basis when compared to other rated
VARs and IT distributors.


AGENT SYSTEMS: Texas Appeals Court Rules in Dispute With DART
-------------------------------------------------------------
Dallas Area Rapid Transit or DART and Fort Worth Transportation
Authority or the "T" appeal from a judgment on a jury verdict in
favor of Agent Systems, Inc.  In six issues, they challenge the
standard of review applicable to Agent's claims, the trial court's
jury charge, the sufficiency of the evidence, and the award of
prejudgment and postjudgment interest.

The Court of Appeals of Texas, Second District, Fort Worth,
affirms in part, and reverses in part and remands for a
recalculation of prejudgment and postjudgment interest.

A jury found that both DART and T, and Agent had failed to comply
with a certain contract but that DART and T's failure to comply
was not excused.  The jury found that Agent should be awarded
damages of $850,000 for its "costs, including contract close-out
costs incurred . . . but not including profit." The trial court
rendered judgment against appellants, jointly and severally, for
that amount, plus $566,397 in prejudgment interest, all bearing
postjudgment interest at 6%.

Agent filed for Chapter 11 bankruptcy in November 2001.

The case is, DALLAS AREA RAPID TRANSIT ("DART") AND FORT WORTH
TRANSPORTATION AUTHORITY (THE "T"), Appellants, v. AGENT SYSTEMS,
INC., Appellee, No. 02-12-00517-CV (Tex. App.).  A copy of the
Court's November 26, 2014 Memorandum Opinion is available at
http://is.gd/doVIN7from Leagle.com.


AMEDICA CORP: Posts $4.93-Mil. Net Loss in Sept. 30 Quarter
-----------------------------------------------------------
Amedica Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $4.93 million on $6 million of product revenue for the
three months ended Sept. 30, 2014, compared to a net loss of $2.35
million on $5.3 million of product revenue for the same period
last year.

The Company's balance sheet at Sept. 30, 2014, showed $42.4
million in total assets, $30.4 million in total liabilities and
total stockholders' equity of $12.0 million.

The Company's ability to access capital when needed is not assured
and, if not achieved on a timely basis, will materially harm its
business, financial condition and results of operations.  These
uncertainties create substantial doubt about its ability to
continue as a going concern.  The Company's prior independent
registered public accounting firm included an explanatory
paragraph regarding substantial doubt about the Company's ability
to continue as a going concern in their report on its annual
financial statements for the fiscal year ended Dec. 31, 2013.

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

                       http://is.gd/O8cT0H

Amedica Corporation, a commercial-stage biomaterial company,
develops, manufactures, and sells a range of medical devices in
the United States.  It offers Valeo silicon nitride interbody
spinal fusion devices for use in the cervical and thoracolumbar
areas of the spine; Valeo stand-alone anterior lumbar
intervertebral fusion device; and a line of non-silicon nitride
spinal fusion products used by surgeons to promote bone growth and
fusion in spinal fusion procedures.  The company also develops
femoral heads for use in its total hip replacements; and femoral
condyle components for use in its total knee replacements.  It
markets and sells its products to surgeons and hospitals in the
United States, Europe, and South America through a network of
independent sales distributors.  The company has research and
development agreement with Kyocera Industrial Ceramics Corporation
to manufacture silicon nitride-based spinal fusion products and
product candidates.  Amedica Corporation was founded in 1996 and
is headquartered in Salt Lake City, Utah.


AMERICAN INT'L: Starr Gets Boost from U.S. Docs in Bailout Case
---------------------------------------------------------------
Andrew Zajac, writing for Bloomberg News, reported that Maurice
"Hank" Greenberg's argument that the U.S. sought to evade a
shareholder vote on its 2008 bailout of American International
Group Inc. may get a boost from a Fed legal adviser's own words.

"We succeeded in finding a structure that allows the trust to gain
control of the company without shareholder votes," John Brandow,
an outside lawyer for the Federal Reserve Bank of New York, wrote
in a document that an attorney for Greenberg's Starr International
Co. presented on the last day of witness testimony in the
Washington trial over the terms of the rescue, according to the
Bloomberg report.

As previously reported by The Troubled Company Reporter, David
Boies, who represents Mr. Greenberg's Starr International Co., has
made the case that the Government cheated IG shareholders of at
least $25 billion partly for the benefit of an elite club of
banks.  Mr. Greenberg, who built AIG into a global financial-
services powerhouse during nearly 40 years at its helm, is
challenging the historic 2008 government bailout of the company
and has asked a federal judge to rule that the government coerced
AIG's board into harsh terms, allegedly cheating shareholders
including Mr. Greenberg in the process.

The case is Starr International Co. v. U.S., 11-cv-00779, U.S.
Court of Federal Claims (Washington).

                           About AIG

With corporate headquarters in New York, American International
Group, Inc., is an international insurance company, serving
customers in more than 130 countries.  AIG companies serve
commercial, institutional and individual customers through
property-casualty networks of any insurer. In addition, AIG
companies are providers of life insurance and retirement services.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


AMFIN FINANCIAL: Asks High Court to Review Tax Refund Dispute
-------------------------------------------------------------
Law360 reported that AmFin Financial Corp. has asked the U.S.
Supreme Court to review a Sixth Circuit reversal that rescinded a
$170 million tax refund sought by the Federal Deposit Insurance
Corp., saying the ruling created a circuit split over what
property is excludable from a bankruptcy estate.

According to the report, AFC said in a petition for writ of
certiorari that not only are the circuits split over whether
implied trusts under state law can be imposed postpetition to
exclude property from estates under the bankruptcy code, but also
the Sixth Circuit itself has issued conflicting decisions on the
matter.

The Case is AmFin Financial Corporation et al. v. FDIC, case
number 14-576, before the U.S. Supreme Court.

                     About AmTrust Financial

AmTrust Financial Corp. was the owner of the AmTrust Bank.
AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, served as counsel to the Debtors.
Kurtzman Carson Consultants served as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and debts in its
Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.

AmTrust, nka AmFin Financial Corp., obtained confirmation of its
Amended Joint Plan of Reorganization on Nov. 3, 2011.  The plan
was declared effective in December 2011.


AMPAL-AMERICAN: CEO's Suit Says Bondholder Defamation Sunk Company
------------------------------------------------------------------
Law360 reported that Yosef A. Maiman, the CEO of bankrupt energy
investment holding company Ampal-American Israel Corp., sued
bondholders in New York bankruptcy court claiming their "immoral,
unconscionable conduct" in defaming the company and its leaders
stalled a key ethanol project and drove the company toward
insolvency.

According to the report, Mr. Maiman -- himself the target of a
lawsuit brought by an Ampal interest seeking the return of a $20
million loan to his Merhav (M.N.F.) Ltd. company -- hit
bondholders with a complaint seeking damages.

                        About Ampal-American

Ampal-American Israel Corporation -- http://www.ampal.com/--
acquired interests primarily in businesses located in Israel or
that are Israel-related.  Ampal-American filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to
restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Ampal-American sought bankruptcy protection in the U.S.
because bankruptcy laws in Israel would lead to the Company's
liquidation.

Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's
counsel.  Houlihan Lokey serves as investment banker.

The petition was signed by Irit Eluz, chief financial officer,
senior vice president.  The Company scheduled $290,664,095 in
total assets and $349,413,858 in total liabilities.

A three-member official committee of unsecured creditors is
represented by Brown Rudnick as counsel.

In May 2013, the Bankruptcy Court converted Ampal's Chapter 11
bankruptcy to a Chapter 7 liquidation after determining that the
energy investment holding company does not have sufficient cash to
execute a reorganization plan.


ARCHDIOCESE OF ST. PAUL-MINNEAPOLIS: Considering Bankruptcy
-----------------------------------------------------------
TwinCities.com reported that the Archdiocese of St. Paul and
Minneapolis reported a $9.1 million operating deficit for fiscal
year 2014 and reiterated that it is considering filing for
bankruptcy because of the potential for more lawsuits by victims
of clergy sexual abuse.

According to the report, the archdiocese said its operating
deficit can be partly attributed to $4.1 million spent to address
allegations of clergy sexual abuse since May 2013, when a three-
year window opened for abuse victims to file claims that were
otherwise barred under the statute of limitations.


ARMORWORKS ENTERPRISES: Leaves Bankruptcy Under PE Firm's Control
-----------------------------------------------------------------
Arizona defense contractor ArmorWorks Enterprises has emerged from
bankruptcy protection after a private equity firm, Littlejohn
Capital, bought a large piece of ownership in the company.

ArmorWorks Enterprises, and TechFiber, LLC, have provided notice,
pursuant to Confirmation Order dated June 17, 2014, entered on
Nov. 6, 2014, that all conditions precedent stated in Section
15.12 of the Plan have been satisfied and that the Effective Date
of the Plan occurred on Nov. 21, 2014.

Following a significant operational restructuring ArmorWorks is
actively servicing its customers and, with a strong balance sheet,
has the liquidity to continue the development of innovative
survivability solutions to military and law enforcement customers
globally.  The company provides military aircraft, vehicle and
body armor systems, crash and mineblast resistant seating systems,
security products and related services.

Chief Executive Officer, William Perciballi, will be supported by
a strong senior management team with many years of experience with
the company.  "The new partnership with Littlejohn Capital
demonstrates their confidence in the long-term potential of our
company.  As a result of their support we are perfectly positioned
with the right financial structure to launch our next generation
of protective products and capture new opportunities that will
save lives.  I would like to especially thank our loyal employees,
customers, and suppliers who have supported us during this
process," said Mr. Perciballi.

Mr. Perciballi added that the company will work closely with
Littlejohn Capital to fully develop the company's strategic growth
plans and continue investments in its core markets -- armor,
seats, and security -- as well as identify strategic add-on
acquisitions that will enhance the company's products and
services.  "We are going to continue to be the technology pioneer
for these and related products," said Mr. Perciballi.

"ArmorWorks is a leader in its industry and long recognized for
its technology-driven performance materials and quality products.
We are very pleased to support the company and partner with a
highly motivated management team in this next stage of
development," said Mr. Littlejohn. "We share a vision for the
company's growth and look forward to partnering with Bill and the
team to further strengthen the company."

ArmorWorks emerged from Chapter 11 after the U.S. Bankruptcy court
in Arizona approved the transaction on November 21.

                    About Littlejohn Capital

Littlejohn Capital was founded by Angus C Littlejohn Jr.,
co-founder of Littlejohn & Co., where he currently serves as
Chairman.  Mr. Littlejohn has been a successful operationally
oriented private equity investor for 30 years. Littlejohn Capital,
LLC seeks to make control investments in small to mid-sized
private companies that are undergoing strategic, operational or
generational transitions. Our goal is to actively partner with
motivated management teams and lead the company to its next stage
of development.

                  About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd.,
as financial advisor.  ArmorWorks estimated $10 million to
$50 million in assets and liabilities.

The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

ArmorWorks and TechFiber sought and obtained an order
(i) transferring the In re TechFiber, LLC chapter 11 case to
the Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.

On July 24, 2014, the Court approved the disclosure statement
explaining the Debtors' Plan of Reorganization on a final basis
and found that the Plan should be confirmed based on proposed
findings of fact and conclusions of law stated on the record.  A
confirmation order has not been entered.

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.


ASHLAND UNIVERSITY: Moody's Affirms Caa2 Rating on 2010 Bonds
-------------------------------------------------------------
Moody's Investors Service affirms the Caa2 rating on Ashland
University's Series 2010 Revenue Bonds issued through the Ohio
Higher Educational Facility Commission. The rating outlook is
negative.

Summary Rating Rationale

The Caa2 rating reflects a high probability of default and
expectation that bondholders would assume a loss given Ashland
University's (AU) very thin liquidity, complex debt structure, and
the subordination of the rated bonds to secured bank debt. AU also
faces operational challenges with very high reliance on external
bank facilities to fund operations. While operating performance
improved and the university is in compliance with financial
covenants, mitigating near-term acceleration risk, debt service
coverage remains narrow and long-term viability is dependent on
revenue growth in a highly competitive market.

The negative rating outlook is based on the expectation of
continued thin liquidity, a particular credit challenge given that
both of the $5 million bank lines expire in January, 2015 and
there are upcoming balloon payments for $6.5 million in fiscal
year (FY) 2016 and $5.4 million in FY 2017.

Challenges

* Extremely thin unrestricted liquidity, with significant
   reliance on two bank lines, remains a key credit concern.
   Unrestricted cash and investments covered just 10 days of
   expenses at fiscal year-end (FYE) 2014.

* Bondholders are in a subordinate position to secured bank
   debt, which has financial covenants, cross default provisions,
   and bullet maturities.

* The inability to grow revenue has resulted in variable
   operating performance and a dramatic expense reduction to meet
   financial covenants in FY 2014. While management's recent
   expenses cuts are favorable, it is an unsustainable business
   model.

* AU's leverage remains high, with total debt to cash flow of
   12.8 times and peak debt service coverage of only 0.90 times
   for FY 2014.

* Ashland faces steep competition to grow enrollment, missing
   its undergraduate enrollment target for fall 2014. Growing
   enrollment and increasing net tuition revenue is imperative
   given the high dependence on student charges (87% of
   revenues).

Strengths

* The Series 2010 bonds have a debt service reserve fund fully
   funded at maximum annual debt service of $4.3 million.

* The university's operations have some scale, with over 4,300
   full-time equivalent (FTE) students and $92 million of
   operating revenue, combined with $48 million of total
   financial resources, inclusive of permanently restricted
   funds.

* Ashland's operating performance improved in FY 2014 with a
   positive Moody's calculated cash flow margin of 10.4%,
   reflecting management's expense initiatives and improved
   financial reporting and budgeting.

Outlook

The negative outlook reflects an expectation that AU will be
challenged to grow operating revenue and improve liquidity given
the decline in liquidity in FY 2014 from already modest levels.
The negative outlook also incorporates the risks associated with
refinancing the upcoming balloon payments.

What Could Make The Rating Go UP

The outlook could return to stable with consistent compliance of
bank debt covenants, the ability to pay-off or refinance upcoming
bullet maturities, reduced reliance on external bank facilities
and stabilization of enrollment and net tuition revenues. Over the
longer term a rating upgrade would be considered with significant
growth in unrestricted liquidity, generation of stronger cash flow
margins, reduced debt leverage, and sustained revenue growth.

What Could Make The Rating Go DOWN

A rating downgrade could result from debt acceleration, non-
renewal of external bank facilities to cover monthly cash flow
deficits, inability to refinance maturing debt, additional debt, a
payment default or a bankruptcy filing. Failure to generate
recurring revenue and rebuild liquidity could also trigger a
downgrade.

Rating Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


BERNARD L. MADOFF: Bankruptcy Costs Top $1 Billion Six Years Later
------------------------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that six years
after the biggest Ponzi scheme in U.S. history collapsed, the cost
of liquidating Bernard Madoff's defunct investment advisory firm
to repay thousands of victims has topped $1 billion, though the
con man's former customers aren't footing the bill.

According to the report, the fees, paid by the industry-backed
Securities Investor Protection Corp., or SIPC, which is managing
the case, have financed a team of lawyers who surpassed $10
billion in recoveries for victims, or almost 60 percent of the
principal that vanished after Madoff's arrest in December 2008.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims, with the fourth
and latest batch of distributions done in May 2014.  Distributions
to eligible claimants have totaled almost $6 billion, which
includes $812.2 million in committed advances from the SIPC.  More
than 1,100 victims have already recovered the full principal they
lost in the fraud.

As of May 2014, Mr. Picard has recovered or reached agreements to
recover $9.8 billion since his appointment in December 2008.


BUMI INVESTMENT: Seeks U.S. Recognition of Singapore Proceedings
----------------------------------------------------------------
Special purpose vehicles created to raise funds for Indonesian
coal exporter PT Bumi Resources Tbk have commenced restructuring
proceedings in Singapore and are seeking a moratorium on
collection activity in the U.S.

Bumi Investment Pte Ltd, Bumi Capital Pte Ltd and Enercoal
Resources Pte Ltd -- Foreign Debtors -- commenced proceedings in
Singapore on Nov. 24 and one week later sought Chapter 15
bankruptcy protection in the U.S.

In recent years, the financial condition of Bumi Resources has
deteriorated.  This is directly attributable to the decrease in
the global demand for coal, which resulted in a drop in coal
prices, according to court filings.

Bumi Resources' revenue and EBITDA have declined substantially as
a result of the drop in coal prices.

Although Bumi Resources has taken steps to reduce its mining
costs, these savings have not been sufficient to compensate for
the decline in the selling price of thermal coal.

As of June 30, 2014, Bumi Resources' net cash flow had declined
into a negative position.

                         Capital Structure

Bumi Investment entered into an indenture dated October 6, 2010,
pursuant to which Bumi Investment issued $700 million in 10.75%
guaranteed senior secured notes due 2017.  The Bank of New York
Mellon is the trustee under the indenture for the 2017 Notes.
Bumi Investments' obligations under the 2017 Notes are guaranteed
by Bumi Resources, Forerunner International Pte Ltd (a company
incorporated under the laws of Singapore), Sangatta Holdings
Limited (a company incorporated under the laws of the Seychelles),
Kalimantan Coal Ltd (a company incorporated under the laws of
Mauritius) and PT Sitrade Coal (a company incorporated under the
laws of the Republic of Indonesia).  Bumi Investment and Bumi
Resources were unable to make the semiannual interest payment due
on October 6, 2014 under the 2017 Notes.  By letter dated November
14, 2014, The Bank of New York Mellon, as indenture trustee,
declared a default under the 2017 Notes.

Bumi Capital entered into an indenture dated November 13, 2009,
pursuant to which it issued $300 million in 12% guaranteed senior
secured notes due 2016.  The Bank of New York Mellon is the
trustee under the indenture for the 2016 Notes.  Bumi Capital's
obligations under the 2016 Notes are guaranteed by Bumi Resources,
Forerunner International Pte Ltd (a company incorporated under the
laws of Singapore), Sangatta Holdings Limited (a company
incorporated under the laws of the Seychelles), Kalimantan Coal
Ltd (a company incorporated under the laws of Mauritius) and PT
Sitrade Coal (a company incorporated under the laws of the
Republic of Indonesia).  Bumi Capital and Bumi Resources were
unable to make the semi-annual interest payment due on November
10, 2014 under the 2016 Notes.  By letter dated November 14, 2014,
The Bank of New York Mellon, as indenture trustee, declared a
default under the 2016 Notes.

On Aug. 5, 2009, Enercoal entered into a trust deed pursuant to
which Enercoal issued $375 million in bonds bearing a coupon rate
of 9.25% on the principal amount per annum, payable in arrears on
a monthly basis, and fully redeemable on August 5, 2014.  The 2014
Bonds are held by The Bank of New York Mellon as trustee on behalf
of the individual bondholders.  Enercoal's obligations under the
2014 Bonds are guaranteed by Bumi Resources.

Enercoal and Bumi Resources were unable to redeem the 2014 Bonds
as required by the Trust Deed and were unable to make the monthly
coupon payments due under the 2014 Bonds for the months of
September, October and November 2014.

                          Restructuring

Just over five months ago, FTI Consulting was appointed by the
Bumi Group to assist in the formulation and implementation of a
plan to restructure the debts of the Bumi Group, including the
Foreign Debtors.

Andrew Christopher Beckham, the foreign representative, says in a
court filing that the Bumi Group has already commenced its
restructuring process, preparing a restructuring framework and
engaging in negotiations with numerous creditors, seeking
standstill arrangements and/or to renegotiate debt repayments.

According to Mr. Beckham, in order for the Foreign Debtors and
other companies within the Bumi Group to achieve a meaningful
recovery, a restructuring of Bumi Resources will have to be
effected, either consensually or pursuant to the restructuring
process available under Indonesian law.

Mr. Beckham believes the recoveries of creditors of the Foreign
Debtors and the Bumi Group are likely to be far greater in a
restructuring whereby the Bumi Group continues to operate as a
going concern than such recoveries would be in an immediate
liquidation.

"If the cash flow of the Bumi Group is jeopardized by the actions
of holders of the 2017 Notes, the 2016 Notes or the 2014 Bonds
against the Foreign Debtors or Bumi Resources, the Bumi Group will
not be able to maintain operations and the restructuring of the
Bumi Group will be derailed."

                       About Bumi Investment

Bumi Investment Pte Ltd, Bumi Capital Pte Ltd and Enercoal
Resources Pte Ltd are incorporated under the laws of Singapore and
are wholly-owned subsidiaries of PT Bumi Resources Tbk, a public
company incorporated under the laws of Indonesia.  They were
incorporated as special purpose vehicles to raise funds for and on
behalf of Bumi Resources.

Bumi Resources is in the business of mining and export of thermal
coal and is one of the largest exporters of thermal coal in the
world.  In recent years, the financial condition of Bumi Resources
has deteriorated.  This is directly attributable to the decrease
in the global demand for coal, which resulted in a drop in coal
prices.

On Nov. 24, 2014, Bumi Investment, Bumi Capital and Enercoal
initiated proceedings in the High Court of the Republic of
Singapore pursuant to Section 210(10) of the Companies Act (Cap.
50) for an order imposing a moratorium on collection activity
against them and Bumi Resources.  The Singapore Court promptly
entered orders prohibiting for a period of six months the
commencement or continuation of any action by any creditors.

On Dec. 1, 2014, Bumi Investment and its two affiliates filed
Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 14-13296) in
Manhattan, in the U.S. on Dec. 1, 2014, to seek recognition of the
Singaporean proceedings.  The U.S. case is assigned to Judge
Robert E. Gerber.  Andrew Christopher Beckham, the foreign
repersentative, signed the petitions.  The Debtors have tapped
Kenneth R. Puhala, Esq., at Schnader Harrison Segal & Lewis LLP,
as counsel.


BUMI INVESTMENT: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Petitioner: Andrew Christopher Beckham

Debtor affiliates that filed for Chapter 15 bankruptcy petitions:

    Debtor                                      Case No.
    ------                                      --------
    Bumi Investment Pte Ltd                     14-13296
    10 Anson Road, #03-05
    International Plaza 079903
    Singapore

    Bumi Capital Pte Ltd                        14-13297

    Enercoal Resources Pte Ltd                  14-13298

Type of Business: Bumi Resources is in the business of mining
                  and export of thermal coal.

Chapter 15 Petition Date: December 1, 2014

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

Judge: Hon. Robert E. Gerber

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

Estimated Assets: $500 million to $1 billion

Estimated Debts: $500 million to $1 billion


C.W. WILLIAMS: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
C.W. Williams Community Health Center, Inc., filed for Chapter 11
bankruptcy protection (Bankr. W.D. N.C. Case No. 14-32010) on Nov.
26, 2014, estimating its liabilities at between $1 million and $10
million and its assets at up to $50,000.  The petition was signed
by Leon L. Burton, CEO.

C.W. Williams' board chairperson, Nelson Adesegha, said in a news
release that the board voted unanimously to "seek voluntary
petition for relief," a decision that became necessary due to the
Center's "cumulative financial debt" and the recent legal action
against its assets.

Karen Garloch, writing for The Charlotte Observer, reports that
County Manager Dena Diorio wrote to the Mecklenburg County
commissioners, saying that she was notified by Leon Burton, the
Center's executive director, that the bankruptcy filing was
pending.  Mr. Burton said "two judgments were filed against them
which resulted in a freeze on their bank account.  Without access
to their bank account they are unable to operate," The Observer
states, citing Ms. Diorio.

The Observer reports that the Center has cut its staff by about
half since January 2014 and that in August 2014, the satellite
location on East Boulevard closed and the Wilkinson clinic reduced
its hours from five days a week.  The Observer recalls that the
Center's latest audit for the fiscal year that ended March 31,
2014, identified internal control deficiencies and a negative net
worth of $1.6 million.  The report says that in recent years,
Center has received a grant from commissioners for care of the
homeless, but this year Ms. Diorio recommended against continuing
that.

The Center "has every intent on continuing to provide primary
health care services" to Mecklenburg residents, and the filing for
bankruptcy will allow the Center to continue operating under the
protection of the Court while reorganizing its operation and
finances, The Observer relates, citing Mr. Adesegha.  Mr. Burton
said the health center remains open three days a week, according
to The Observer.

Health Resources and Services funding, which makes up 20% of the
Center's budget, "remains in place," and the agency's "main
concern is that the health center be able to continue to provide
primary care to their patient population," The Observer states,
citing the agency's spokesperson, Martin Kramer.

The Center's 20 largest creditors include Certus Bank of Mauldin,
S.C., owed $680,000; the Internal Revenue Service, owed $313,000;
and Hermosa Construction Group of Atlanta, owed $188,000.

Judge Laura T. Beyer presides over the case.

Robert Lewis, Jr., Esq., at The Lewis Law Firm LLC, serves as the
Center's bankruptcy counsel.

                        About C.W. Williams

Charlotte, North Carolina-based C.W. Williams Community Health
Center, Inc., has provided medical care in Charlotte for more than
30 years.  It primarily serves low-income patients.  It receives
funding from the federal government and other sources.


CAESARS ENTERTAINMENT: Senior Lenders Sue for Asset Stripping
-------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that senior secured lenders sued Caesars
Entertainment Corp. in Delaware Chancery Court, contending that
the casino owner stripped away some of the operating company's
assets for the benefit of shareholders.  According to the report,
the new suit mimics allegations made in a lawsuit filed in August
by junior lenders regarding transfers between October 2013 and
May.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies.  Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The Company has its corporate headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's in mid-November
2010.

Caesars Entertainment reported a net loss of $2.93 billion in
2013, as compared with a net loss of $1.50 billion in 2012.  The
Company's balance sheet at Sept. 30, 2014, showed $24.5 billion in
total assets, $28.20 billion in total liabilities and a
$3.71 billion total deficit.

                           *     *     *

In the April 10, 2014, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiaries, Caesars Entertainment Operating Co. (CEOC) and
Caesars Entertainment Resort Properties (CERP), as well
as the indirectly majority-owned Chester Downs and Marina, to
'CCC-' from 'CCC+'.  The downgrade reflects S&P's expectation that
Caesars' capital structure is unsustainable, and the amount of
cash the company will burn in 2014 and 2015 creates conditions
under which S&P believes a restructuring of some form is
increasingly likely over the near term absent an unanticipated
significantly favorable change in operating performance.

As reported by the TCR on May 1, 2014, Fitch Ratings had
downgraded the Issuer Default Ratings (IDRs) of Caesars
Entertainment Corp (CEC) and Caesars Entertainment
Operating Company (CEOC) to 'CC' from 'CCC'.

In May 2014, Moody's Investors Service affirmed the Caa3 corporate
family rating and Caa3-PD probability of default ratings.  The
negative rating outlook reflects Moody's view that CEOC will
pursue a debt restructuring in the next year. Ratings could be
lowered if CEOC does not take steps to address it unsustainable
capital structure. Ratings improvement is not expected unless
there is a significant reduction in CEOC's $18 billion debt load.


CAL DIVE: Refinancing Negotiations with Lenders Continue
--------------------------------------------------------
Cal Dive International, Inc. on Dec. 1 disclosed that it is
continuing to work with potential capital providers to refinance
its first lien credit agreement.  As previously disclosed, the
Company executed an amendment to its first lien credit agreement,
which maintained the size of the revolving credit facility at
$100.0 million, and waived the Company's non-compliance with
certain financial covenants and payment obligations under the
Credit Agreement, as well as the cross defaults resulting from
similar defaults under the Company's second lien credit facility,
through December 1, 2014.  As amended, the revolving credit
facility capacity will step-down from $100.0 million to $90.0
million on December 2, 2014, and the Company will be in payment
default under the first lien credit agreement upon such step-down.

The Company is working cooperatively with the lenders under its
first lien credit facility on a forbearance of such default, and
is also working cooperatively with the lenders under its second
lien credit facility and the holders of its convertible notes, as
well as its suppliers and vendors.  The Company continues to
pursue financing transactions, non-core asset sales and other
strategic efforts to provide the Company with additional liquidity
and allow for the repayment, restructuring or refinancing of the
Company's first lien revolving credit facility and other funded
debt.  While the Company remains hopeful that these efforts will
be successful, there can be no assurance that an agreement on such
a transaction will be reached quickly.  If an agreement cannot be
reached in a timely fashion, the Company will have to consider
other, potentially less satisfactory measures to provide liquidity
for its operations.

               About Cal Dive International, Inc.

Cal Dive International, Inc., headquartered in Houston, Texas, is
a marine contractor that provides manned diving, pipelay and pipe
burial, platform installation and salvage, and light well
intervention services to the offshore oil and natural gas industry
on the Gulf of Mexico OCS, Northeastern U.S., Latin America,
Southeast Asia, China, Australia, West Africa, the Middle East,
and Europe, with a diversified fleet of dive support vessels and
construction barges.


CAROLINE WYLY: SEC Says It Can Pursue Widow in $261M Judgment
-------------------------------------------------------------
Law360 reported that the U.S. Securities and Exchange Commission
urged a New York federal judge not to drop tycoon Charles Wyly's
widow as one of 16 newly named relief defendants for a currently
$261 million judgment, saying it's well established that she can
be named in that role despite her current bankruptcy.

Caroline Wyly's bankruptcy is In re Caroline D. Wyly, 14-35074, in
U.S. Bankruptcy Court, Northern District Texas (Dallas).


CHARLES COKER: CWCAM's Plea for Confirmation Order Relief Denied
----------------------------------------------------------------
Judge Randy D. Doub of the United States Bankruptcy Court for the
Eastern District of North Carolina denied CWCapital Asset
Management, LLC's motion for relief from order confirming the
Chapter 11 Plan in the lawsuit captioned In re: Charles Neal
Coker, Chapter 11, Case No. 14-00223-5-RDD.

In the alternative, CWCAM asked the Court to open the Confirmation
Order for additional testimony and amended findings of fact and
conclusions of law.  The Debtor objected to the Motion.

CWCAM, a creditor, has objected to the confirmation of the
Debtor's plan.  In its Motion for relief, CWCAM alleged that there
has been excusable neglect justifying the sought relief.  Counsel
for CWCAM asserted that her July 3, 2014 change in law firm was
the catalyst for the delay in filing the Objection to Confirmation
and the reason for the subsequent claim of excusable neglect.

In denying the relief sought, Judge Doub said that based on
representations it made, CWCAM does not meet the threshold
requirement of showing the existence of a meritorious defense, the
absence or unfair prejudice to the opposing party, or the presence
of exceptional circumstances.

A full-text copy of the November 21, 2014 Order is available at
http://bit.ly/1tAPGtKfrom Leagle.com.

                    About Charles Neal Coker

Charles Neal Coker sought Chapter 11 bankruptcy protection in
(Bankr. E.D.N.C. Case No. 14-00223-5-RDD) on January 11, 2014.

On May 22, 2014, the Debtor filed an Amended Chapter 11 Plan and
Disclosure Statement.  The Court then entered its Order Confirming
Plan on September 29, 2014.


CHARLES LIVECCHI: Court Granted Summary Judgment to Ch. 7 Trustee
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
granted the Chapter 7 Trustee's motion for summary judgment on the
First Cause of Action and denying the Defendant's cross-motion for
summary judgment and motion to amend answer in the adversary
proceeding captioned Kenneth W. Gordon, as Trustee v. Sherrie Lee
Livecchi, Case No. 11-02027.

The bankruptcy case is In re Charles R. Livecchi, Debtor, Case No.
09-20897.

In his decision and order, Judge Paul R. Warren noted that the
bankruptcy case out of which the adversary proceeding arises has
been before the Court since April 8, 2009.  "The case has enjoyed
a checkered and lengthy history, resulting in over 1,500 entries
in the bankruptcy case docket, plus hundreds of docket entries in
the various adversary proceedings arising out of the bankruptcy
case.  By Order dated March 15, 2011, entered in a related
adversary proceeding, Judge Ninfo denied the Debtor's discharge
pursuant to 11 USC Section 727(a) (Gordon v. Livecchi, AP Case No.
10-2067, at ECF No. 12; ECF BK No. 447).  Resolution of the First
and Third Causes of Action in this adversary proceeding are among
the last remaining issues arising out of the bankruptcy case
requiring this Court's attention," he said.

The adversary proceeding was commenced by the Chapter 7 Trustee in
May 2011 against the Defendant.  The First Cause of Action of the
Complaint seeks to avoid the transfer of property under Section
548(a) of the Bankruptcy Code and the turnover of that property or
its value under Section 550(a)(1) of the Bankruptcy Code.  The
Defendant filed her Answer, generally denying the allegations of
the Complaint.

After consideration of the Trustee's Motion for Summary Judgment
and the Defendant's Cross-Motion for Summary Judgment, together
with their Memoranda of Law and the arguments presented by the
parties at the hearings held by the Court, Judge Warren finds and
determines that: (1) the Defendant's Cross-Motion for Summary
Judgment Dismissing the First Cause of Action is denied; (2) the
Defendant's Motion to Amend the Answer is denied; (3) the
Defendant's request for a jury trial is denied as having been
waived; (4) the Plaintiff's Motion for Summary Judgment on the
First Cause of Action, on the issue of liability for actual fraud
is granted; (5) the Plaintiff's request for a judgment for damages
in the amount of $50,000, representing the value of the Ferrari at
the time of transfer is granted.

A full-text copy of the Decision and Order dated November 20,
2014, is available at http://bit.ly/1ts7TKEfrom Leagle.com.

Charles R. Livecchi, Sr., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 09-20897) on April 8, 2009.  On Jan. 21, 2010,
the U.S. Trustee sought Chapter 7 conversion, arguing that Mr.
Livecchi was not pursuing a realistic Chapter 11 plan, because,
although he claimed to own real estate worth more than $3 million,
he was not proposing to sell any of that property to pay his
creditors.  The U.S. Trustee maintained, Mr. Livecchi was
proposing to pay his creditors from speculative recoveries in
certain lawsuits.  On Sept. 21, 2010, Judge John C. Ninfo, II,
granted the U.S. Trustee's request and approved the appointment of
Kenneth W. Gordon, Esq., as Chapter 7 Trustee.


CHARLES LIVECCHI: Court Refused to Dismiss Ch. 7 Bankruptcy Case
----------------------------------------------------------------
Judge Paul R. Warren of the U.S. Bankruptcy Court for the Western
District of New York denied Charles R. Livecchi's motion to
voluntarily dismiss or withdraw his Chapter 7 bankruptcy case, and
also denied the Chapter 7 Trustee's request for the imposition of
sanctions.

The bankruptcy case is In re Charles R. Livecchi, Debtor, Case No.
09-20897.

The Debtor has moved to voluntarily dismiss or withdraw his
Chapter 7 proceeding, which was previously converted from Chapter
11 to Chapter 7 on motion of the United States Trustee.  The
Debtor contends that he should be permitted to voluntarily dismiss
or withdraw his bankruptcy case because "it is his feeling that in
doing so, the creditors will benefit more than if this case
remains active."  The Debtor cites generally to Section 707 of the
Bankruptcy Code and Rule 41 of the Federal Rules of Civil
Procedure in support of his motion, without pointing to any
specific portion of Section 707 as the basis for the motion, Judge
Warren noted.

However, Judge Warren said, at oral argument on the motion, the
Debtor indicated that he was moving under both Section 707(a) and
Section 707(b).   Judge Warren added that he Debtor does not
indicate how creditors will benefit from dismissal and suggests no
mechanism to address outstanding unpaid creditor claims

The Chapter 7 Trustee filed an objection to the motion to dismiss.
The Trustee argues that the Court previously considered and denied
motions seeking voluntary dismissal by the Debtor.  The Trustee
requests that the Court deny the motion.  Included in the
Trustee's opposition is a request that the Court impose sanctions
against the Debtor.

To the extent that the Debtor's present motion could be viewed as
seeking dismissal under Section 707(b), Judge Warren ruled that
the motion is denied because the Court has already ruled that the
Debtor cannot obtain dismissal under Section 707(b), as a matter
of law.

Charles R. Livecchi, Sr., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 09-20897) on April 8, 2009.  On Jan. 21, 2010,
the U.S. Trustee sought Chapter 7 conversion, arguing that Mr.
Livecchi was not pursuing a realistic Chapter 11 plan, because,
although he claimed to own real estate worth more than $3 million,
he was not proposing to sell any of that property to pay his
creditors.  The U.S. Trustee maintained, Mr. Livecchi was
proposing to pay his creditors from speculative recoveries in
certain lawsuits.  On Sept. 21, 2010, Judge John C. Ninfo, II,
granted the U.S. Trustee's request and approved the appointment of
Kenneth W. Gordon, Esq., as Chapter 7 Trustee.

A full-text copy of the Decision and Order dated November 20,
2014, is available at http://bit.ly/1A51WYMfrom Leagle.com.


CHINA NATURAL: Trustee Takes Shaanxi Interest to Auction
--------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that China Natural Gas Inc.'s equity interest in Shaanxi Xilan
Natural Gas Equipment Co. Ltd. may be sold by the Chapter 7
trustee to funds affiliated with Abax Global Capital (Hong Kong)
Ltd. for $250,000 cash plus forgiveness of debt totaling $53
million unless another buyer emerges by next month.

According to the report, together, Abax Nai Xin A Ltd. and Abax
Lotus Ltd. are owed about $57.4 million on account of senior notes
and senior warrants issued by China Natural Gas.  Judge Lane
signed an order Nov. 21 approving Abax as so-called stalking horse
bidder and authorizing the trustee to implement sale procedures,
including a Dec. 12 auction and Dec. 16 sale-approval hearing, the
report related.

                       About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP,
in Washington, D.C., represents the Petitioners as counsel.

China Natural Gas, Inc., sought dismissal of the involuntary
petition but in July 2013, it consented to the entry of an
order for relief under Chapter 11 of the U.S. Code.

China Natural Gas employed Warren Street Global Inc. and
designated J. Gregg Pritchard as chief restructuring officer.  It
employed as bankruptcy counsel Schiff Hardin LLP's Louis T.
DeLucia, Esq., and Alyson M. Fiedler, Esq.

As of Sept. 30, 2013, the Company had consolidated assets of
$307,496,948 and liabilities of $87,714,323.


CHESAPEAKE ROW HOMES: Landlord Halts Blight Suit With Ch. 11
------------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that Scott Wizig, a landlord sued under the state's revised
community bill of rights law, placed seven of his properties in
bankruptcy in order to freeze the circuit court proceedings.

According to the report, a number of Maryland community
associations and the Maryland Community Law Center sued Mr. Wizig
and nine limited liability companies that owned 57 nuisance
properties in Baltimore, alleging that Mr. Wizig was breaking the
law at approximately 140 of his Baltimore properties when he
purchased the properties at tax lien sales for between $491 and
$16,500 and had no intention of improving them.

One of the case is In re Chesapeake Row Homes, LLC, Case No. 14-
27752 (Bankr. D. Md.).  The company is represented by Lawrence
Joseph Yumkas, Esq., at Yumkas, Vidmar & Sweeney, LLC.


CHIEF POWER: Moody's Rates Planned $365MM Secured Loans 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has assigned a rating of Ba3 to Chief
Power Finance, LLC's planned $365 million senior secured credit
facilities, including its $325 million six-year term loan facility
and its $40 million five-year revolving credit facility. The
rating outlook for Chief Power is stable.

Proceeds will be utilized, along with approximately $161 million
of equity capital contributed by ArcLight Energy Partners Fund V,
LP, to fund the acquisition of Exelon Corporation's 1,254 MW
interest in the 1,711 MW Keystone and 1,711 MW Conemaugh coal-
fired generating stations located in Western Pennsylvania. Chief
Power's interests will consist of 718 MW (41.98%) of Keystone and
535 MW (31.28%) of Conemaugh.

Ratings Rationale

The Ba3 rating for Chief Power reflects the competitive position
and essential nature of its large, efficient, coal-fired
generating plants, the stable operating performance of the plants,
and the inherent volatility that comes as a result of operating as
100% merchant facilities. The rating reflects Chief Power's
relatively conservative capital and financing structures which
provide protection for the lenders and results in the fairly rapid
amortization of debt under a variety of scenarios.

The Keystone and Conemaugh coal-fired plants are among the largest
in the PJM Interconnection (PJM) and are well positioned to supply
load centers within its MAAC region, an area that has demonstrated
strong demand and higher energy and capacity prices. Although the
plants are close to 50 years old, they have been well maintained
and many of the key components have been entirely replaced or
refurbished over the years. With heat rates in the range of 9,600
mmbtu/kWh, the facilities are among the most efficient in the
region. The plants also benefit from their proximity to local
truck-able coal supplies, which reduce their delivered cost of
fuel, and capital expenditures being made to build-out the truck
delivery program is expected to further reduce delivered coal
costs to the plants. The combination of low heat rates and low
delivered fuel cost provide the plants a competitive advantage as
their variable production costs have tended to be about $30/MWh.
As a result, the plants have demonstrated high capacity factors,
averaging about 80% for the past 13 years, even during periods of
very low gas prices (capacity factors in 2012 were around 70%).

The Keystone and Conemaugh owners have invested steadily in
pollution control equipment designed to assure compliance with
increasingly stringent environmental regulations. The last major
project, the installation of Selective Catalytic Reduction
equipment at Conemaugh, is scheduled to be completed by early
2015. As a result, the plants are currently in compliance with
existing environmental regulations, and importantly, anticipate
being able to meet the limits included in the Mercury Air Toxics
Standard (MATS) by its initial compliance date of April 2015
whereas other coal plants in the region have announced MATS
related retirements. Although the plants are exposed to future
greenhouse gas regulations such as the US Environmental Protection
Agency's proposed Clean Power Plan, the efficiency of the plants
and the anticipated rapid amortization of debt during the six-year
term loan period (fully repaid in the sponsor's base case) help to
mitigate this exposure.

The Ba3 rating recognizes that the majority of Chief Power's gross
margins and cash flow are expected to be generated by the sale of
energy at market prices. Although some revenue stability is
provided by the PJM capacity market which allows generators to
sell capacity three years forward and to sell uncleared capacity
in incremental auctions, the majority of Chief Power's gross
margin (Moody's estimate over 80% over the life of the financing)
is expected to come from the sale of currently un-contracted
energy or capacity. The rating considers Moody's view of the PJM
market as having one of the most favorable pricing constructs for
merchant generators, and Moody's expectation that announced plant
retirements along with pending market reforms intended to assure
the reliability of generation fleet will result in relatively
supportive market conditions.

Chief Power's projected financial metrics, such as its ratio of
funds from operations to debt (FFO/debt), its debt service
coverage ratio (DSCR), and the amount of debt that will be repaid
via an annual sweep of excess cash flows are highly dependent on
market conditions for the sale of energy and capacity and the
purchase of fuel for the project. The assumed operating profile of
the plants, including their expenses for operations and
maintenance as well as their capacity factors and heat rates, are
also key determinants of Chief Power's future cash flow.

The sponsor's base case projections for energy, capacity, and fuel
prices, as well as their assumptions for capacity factors, have
been developed based on a fundamental analysis of PJM performed by
PACE Consulting. The resulting forecast assumes a significant
increase in energy prices in 2017, (primarily as result of planned
generation retirements along with increasing gas prices), and an
increase in plant capacity factors (to an average of about 84%
versus recent three year average of about 75%). Based on these
assumptions Chief Power's three year average projected FFO/debt is
robust at over 25%, and its three year average debt service
coverage ratio is over 3 times; these metrics would score in the
lower Baa/upper Ba ranges indicated in Moody's rating methodology
for Power Generation Projects (the Methodology). In this scenario,
100% of the term loan is repaid from excess cash flow prior to its
December 2020 maturity date.

Moody's forecast is somewhat more conservative. Moody's have
attempted to align Moody's projections more closely with history,
and as a result have assumed plant capacity factors that are on
par with recent (2013, 2014) averages -- 78% for Conemaugh and 80%
for Keystone, fuel costs that are consistent with the owner
approved fuel plan (adjusted for some improvements from fuel
handling projects), and energy prices that, beginning in 2017 are
5% lower than the sponsor's forecast, but still about 10% above
those currently reflected in the forward curves. Moody's believe a
premium to the forward curve has merit given the upward pressure
Moody's feel is likely as a result of announced plant closures and
capacity concerns in PJM. Based on Moody's more conservative
forecast, Moody's project Chief Power's three year average
FFO/debt ratio will be about 14%, and its DSCR will be around 2.3
times. These metrics are consistent with scores in the lower
Ba/upper B ranges of the Methodology. Based on Moody's forecast,
Moody's anticipate approximately 15% of the initial loan balance,
or approximately $40/kW, could remain outstanding at its December
2020 maturity. Given the asset quality of the plants, Moody's
views this risk as quite manageable.

The lenders will benefit from traditional project financing
features including a pledge of Chief Power's undivided ownership
interests in the Keystone and Conemaugh plants, a trustee
administered cash flow waterfall of accounts, prohibitions on
asset sales and change of control, and a six month debt service
reserve provided in the form of a letter of credit written-off of
Chief Power's revolving credit facility. There will be a voluntary
twelve month major maintenance reserve, and one financial
covenant, a minimum 1.1 times debt service coverage ratio
(exclusive of cash for major maintenance projects). Debt will be
repaid quarterly via a 1% scheduled amortization schedule. There
will also be mandatory semi-annual cash sweep equal to the greater
of 75% of excess cash, or an amount to achieve a targeted
amortization schedule, prior to the distribution of cash to
equity.

The structure of the sweep mechanism is stronger than other
structures at peer issuers. The sweep mechanism combines a minimum
percentage of cash repayment with a target debt balance, is
positive for the lenders. The structure assures that lenders will
benefit from more rapid debt repayment in years with very strong
(above the sponsor's base case) cash flow, during which 75% of
excess cash flow would be swept; conversely, in years with lower
than anticipated cash flow, the target debt balance results in a
sweep of up to 100% excess cash flow. In addition, the excess cash
flow available for debt repayment is not reduced by the imputed
income taxes that will be owed by the equity partners, another
credit positive.

Chief Power's anticipated capital structure includes the $325
million term loan plus approximately $161 million of equity,
resulting in a debt to capitalization ratio of 67%. The financing
terms include customary limitations on future liens and
indebtedness; however, they specifically permit up to $200 million
of incremental facilities solely for the purchase of additional
ownership interests in Keystone and Conemaugh. The issuance of the
incremental facilities is subject to each rating agency's
affirmation of its then existing rating after consideration of the
proposed debt issuance. The financing terms also allow an
unlimited amount of commodity hedges that may be secured on a
pari-passu basis with the credit facilities, so called "right-way"
hedge positions. Chief Power currently does not have any commodity
hedges in place.

The rating outlook for Chief Power is stable reflecting the
Project's competitive advantages, its position within the PJM
market and a capital structure that positions the company
reasonably well to withstand the volatility associated with
operating as an entirely merchant coal-fired generator. Given this
inherent volatility, the rating is not likely to be adjusted
upward; if however Chief Power is able to consistently generate
excess cash flow that is in excess of Moody's expectations, for
example if its FFO/debt ratio were to remain above 20% for several
years, there could be upward pressure on the rating.

Negative rating pressure could develop if the Chief Power plants
were to experience prolonged operational issues or significantly
increased expenses or if market conditions were to weaken such
that the Project's cash flow generating ability became materially
impacted, for example, if its ratio of FFO/debt were expected to
remain below 10% for an extended period.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing and projected cash flow and credit metrics that are
consistent with Moody's current expectations.

The principal methodology used in these ratings was Power
Generation Projects published in December 2012.


CIE COOPERATIVE: Nostaw Entitled to Judgment on Fraud Claims
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of Illinois
entered an opinion stating that Nostaw, Inc. is entitled to
summary judgment on the actual fraud claims contained within
Counts I and II in the adversary complaint filed by the trustee in
the bankruptcy case of Central Illinois Energy Cooperative against
Nostaw, Inc.

The Debtor retained the responsibility for the construction of the
adjacent administration building and the grain handling facility
in its ethanol facility.  In March 2005, the Debtor entered into a
contract with Nostaw, as general contractor, for the construction
of the administration building and the grain handling facility.

The matter before the Court is on cross motions for summary
judgment.  The Plaintiff, A. Clay Cox, as Trustee for the Chapter
7 estate of the Debtor, Central Illinois Energy Cooperative,
brought the adversary proceeding against the Defendant, Nostaw,
Inc., to avoid and recover certain payments made by the Debtor to
Nostaw as allegedly fraudulent transfers.

The Trustee's motion seeks partial summary judgment only as to the
allegations of constructive fraud in Counts I, II and III, the
fraudulent transfer counts pled under Section 548(a)(1)(B) of the
Bankruptcy Code and Sections 5(a)(2) and 6(a) of the Illinois
Uniform Fraudulent Transfer Act.  Nostaw filed a cross motion for
summary judgment on all counts of the complaint.

At issue on the claims of constructive fraud is whether the Debtor
received reasonably equivalent value in exchange for its payments
to Nostaw.  The absence of reasonably equivalent value is a
necessary element of proof for the Trustee; failure of such proof
would warrant judgment for Nostaw.  The Trustee asserts that the
Debtor, having sold its assets to Green Lion and Green Lion having
assumed the obligation to Nostaw, received no value in exchange
for paying the obligation owed by Green Lion.  The Trustee
maintains that the Green Lion Payment Agreement, executed in
connection with the Green Lion Purchase Agreement, was a novation,
releasing the Debtor from liability under the general contract
with Nostaw.

The Trustee also argues that Nostaw cannot show that the Debtor
received an indirect benefit from the transfer which is
identifiable and fairly concrete.  Nostaw disputes that a novation
was intended and contends that even if a novation occurred in
June, 2007, the Debtor re-obligated itself to pay Nostaw through
the Second Agreement on September 28, 2007, prior to making the
challenged payments.

The bankruptcy case is In re Central Illinois Energy Cooperative,
Case No. 09-81409, in the United States Bankruptcy Court for the
Central District of Illinois.  The adversary proceeding is A. Clay
Cox, not individually but as Trustee for the estate of Central
Illinois Energy Cooperative v. Nostaw, Inc., an Illinois
corporation, Case No. Adv. No. 09-8143.

A full-text copy of the November 20, 2014 Opinion is available at
http://bit.ly/1rPVeXdfrom Leagle.com.

Central Illinois Energy Cooperative was an agricultural
cooperative formed under Illinois law by a coalition of farmers in
the Central Illinois area in October 2001, for the purpose of
constructing and operating an ethanol facility for the processing
of its members' corn into ethanol and other by-products.  In March
2004, Central Illinois Holding Company, LLC, and Central Illinois
Energy, LLC, were formed, with the Debtor owning a 71% interest in
the holding company.  CIE, a wholly owned subsidiary of the
holding company, was formed to construct and operate the ethanol
production plant and waste-coal fired power generating facility on
land adjacent to the grain handling facility.  CIE retained Lurgi,
Inc., as the general contractor to build the ethanol plant.

A Chapter 11 involuntary petition was filed against Central
Illinois Energy Cooperative on May 1, 2009.  The Debtor did not
file an answer and an order for relief was entered on June 18,
2009.  The case was converted to Chapter 7 on July 16, 2009.


CLOUDEEVA INC: Reinstated in Chapter 11 with a Trustee
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Cloudeeva Inc. managed to claw itself back
into bankruptcy reorganization, although control is being given to
a Chapter 11 trustee, after U.S. Bankruptcy Judge Kathryn C.
Ferguson denied a motion to dismiss the company's Chapter 11 case.

According to the report, on her own volition, Judge Ferguson
called for a trustee based on what she said were "egregious
facts," saying the company's Chief Executive Adesh Tyagi wasn't a
credible witness for giving "disingenuous and evasive testimony."

                        About Cloudeeva, Inc.

Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services.  The company provides information technology staffing
services to major clients and third party vendors in the United
States and India.  The company headquarters are in East Windsor,
New Jersey, with regional offices in California, Illinois and
international offices in India.

Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014.  The cases are assigned to Judge Kathryn
C. Ferguson.

Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in
liabilities as of the Chapter 11 filing.  The company said only
$209,000 is owing to its lender Prestige Capital Corp. and more
than $5.2 million is owed for trade vendor payables.

The Debtors originally tapped Lowenstein Sandler LLP as counsel.
However, they are now seeking the retention of Trenk, DiPasquale,
Della Fera & Sodono, P.C., to replace Lowenstein Sandler, who
retention was not formally approved by order of the Court.  The
Debtors have also tapped Cole, Schotz, Meisel, Forman & Leonard,
P.A. as appellate counsel.  Kurtzman Carson Consultants LLC serves
as claims and noticing agent.

                         *     *     *

On Aug. 22, 2014, Judge Ferguson entered an order dismissing the
Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE
Ltd.  BAPL asserted that the cases were not filed in good faith.

The Debtors subsequently filed an appeal challenging the dismissal
of their cases.

Since then, District Judge Joel A. Pisano for the District of New
Jersey entered an order staying the Case Dismissal Order pending
further proceedings.  Simultaneously, Judge Pisano reinstated the
Debtors' bankruptcy cases and authorized the Debtors to be in
possession of their assets and the management of their business as
debtors-in-possession, subject to the continuing jurisdiction of
the Bankruptcy Court and any further orders of the Bankruptcy
Court or the District Court.

According to the docket, the Debtors' exclusive right to file a
plan expires on Nov. 18, 2014.


COUNTRY STONE: Will Proceed with Dec. 17 Auction
------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Country Stone Holdings Inc., a manufacturer
and processor of lawn and garden products, is plowing toward a
Dec. 17 auction at which interested bidders can compete with
so-called stalking horse Quikrete Holdings Inc., which offered
about $20 million for the business.

According to the report, the company's proposed dates were
approved over objection from the Official Committee of Unsecured
Creditors, which said the timeline created an "aggressive and
rushed" attempt to liquidate assets for the sole benefit of pre-
bankruptcy secured lender First Midwest Bank.

                      About Country Stone

Country Stone Holdings, Inc., and its affiliates are in the
business of manufacturing, processing, and packaging lawn and
garden products such as mulch, soil, fertilizer, plant food,
organics, concrete and decorative stone.  The corporate
headquarters are located in Rock Island, Illinois and Milan,
Illinois.  Country Stone operates 17 plants throughout the United
States, including in Illinois, Iowa, Indiana, Minnesota,
Wisconsin, Missouri, and California.

Country Stone Holdings and its affiliates sought bankruptcy
protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria,
Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete
Holdings, Inc., for $23 million in cash plus the assumption of
liabilities, subject to higher and better offers.  The bankruptcy
cases are assigned to Judge Thomas L. Perkins.

The Debtors have tapped Katten Muchin Rosenman LLP as counsel;
Silverman Consulting to provide the services of Steven Nerger as
CRO and Michael Compton as cash and restructuring manager; and
Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting
agent.

Nancy J. Gargula, U.S. Trustee for the Central District of
Illinois, has appointed five creditors to serve in the official
unsecured creditors committee in the Debtors' cases.


CONYERS 138: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: Conyers 138, LLC
        1562 Lenox Road
        Atlanta, GA 30306

Case No.: 14-73659

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: December 1, 2014

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

Debtor's Counsel: Evan M. Altman, Esq.
                  EZ-FILING, INC.
                  Building 2
                  8325 Dunwoody Place
                  Atlanta, GA 30350-3307
                  Tel: (770) 394-6466
                  Fax: (678) 405-1903
                  E-mail: evan.altman@laslawgroup.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Robert Kostensky, managing member.

List of Debtor's two Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Taratoot Company, Inc.                                $500,000
1562 Lenox Road
Atlanta, GA 30306

Fulton County Tax Commissioner                         $91,000
Arthur E. Ferdinand
141 Pryor Street
Atlanta, GA 30303


CPM HOLDINGS: Moody's Assigns B2 Rating on $440MM Secured Debt
--------------------------------------------------------------
Moody's Investors Service affirmed CPM Holdings, Inc.'s B2
Corporate Family Rating ("CFR") and assigned ratings to the
company's proposed $440 million secured credit facilities.
Proceeds from the transaction, along with balance sheet cash, will
be used to refinance approximately $369 million of existing debt,
fund a sponsor dividend, and pay related fees and expenses. The
rating outlook is stable.

"Mid-cycle credit metrics remain consistent with a B2 rating and
liquidity is good, but this transaction stretches the boundaries
of the rating considering the company's inherent volatility," said
Ben Nelson, Moody's Assistant Vice President and lead analyst for
CPM Holdings, Inc.

The actions:

Issuer: CPM Holdings, Inc.

Corporate Family Rating, Affirmed B2;

Probability of Default Rating, Affirmed B2-PD;

$30 million First Lien Senior Secured Revolving Credit Facility
due 2019, Assigned B1 (LGD3);

$310 million First Lien Senior Secured Term Loan B due 2021,
Assigned B1 (LGD3);

$100 million Second Lien Senior Secured Term Loan due 2022,
Assigned Caa1 (LGD5);

Outlook, Stable.

The ratings remain subject to Moody's review of the final terms
and conditions of the proposed transaction, expected to close in
the fourth quarter of 2014. The existing instrument ratings (B1
first lien revolving credit facility and term loan due 2017 and
Caa1 second lien term loan due 2018) are expected to be withdrawn
upon closing.

Ratings Rationale

Moody's estimates that the dividend recapitalization will increase
the company's adjusted financial leverage back to the high 4 times
(Debt/EBITDA) from the low 4 times at June 30, 2014, a closing
leverage position consistent with the previous recapitalization in
mid-2012. Moody's expects operating performance will be flat to
modestly-improved in the near-term, but with interest coverage in
the mid-to-high 2 times (EBITA/Interest) and retained cash flow
near 10% (RCF/Debt) over the next twelve-to-eighteen months, the
company should be able to generate positive free cash flow in the
mid-to-upper single digit range (FCF/Debt). This will support
growth in the company's cash balance from about $50 million at
closing and supports the rating despite somewhat soft credit
metrics. The rating assumes that in a downturn of moderate
intensity financial leverage will not exceed 6 times and interest
coverage will not fall below 1.5 times.

The B2 CFR is constrained primarily by the financial risk posed by
operating a moderately-sized and highly-cyclical business with a
leveraged balance sheet. Demand for new agricultural and food
processing machinery can be influenced significantly by changes in
agricultural business conditions, global macroeconomic conditions,
and availability of financing. CPM's business mix is weighted
toward new equipment sales, particularly in the significant
oilseed processing business, and the cash flow generated by the
relatively stable spare parts business is modest relative to the
company's absolute debt position.

The rating incorporates tolerance for significant peak-to-trough
declines in EBITDA during downturns, but, in part due to low
capital spending requirements associated with an outsourced
manufacturing model, assumes that the company will continue to
generate positive free cash flow on a rolling twelve month basis.
The rating also assumes that in the event of an evident downturn
CPM will proactively reduce debt or build elevated cash balances,
taking advantage of cash flows from its long-dated order backlog
and meaningful spare parts business. Strong competitive positions
and the outsourced manufacturing model help maintain profit
margins and reduce cash outflows during such periods of weakness.
These dynamics were tested following the most recent economic
recession and again with weakening in oilseed processing due to
recent drought conditions. Over a longer horizon, Moody's believes
that the company's key end markets have very favorable dynamics
tied to global economic growth, increasing global middle class,
and increasing consumption of meat products that have a multiplier
effect on the demand for agricultural commodities.

Moody's believes that the company has good liquidity to finance
operations for at least the next several quarters supported by
over $100 million of cash and available credit lines at closing.
Moody's expects the company will generate sufficient EBITDA to
cover about $50 million of cash interest, taxes, and capital
expenditures in 2015. While continued free cash flow is likely on
a rolling four quarter basis, volatile working capital needs could
lead to negative free cash flow in certain quarters and could
cause the company to use some of its balance sheet cash to manage
these needs. A $30 million committed domestic revolving credit
facility and $30 million committed European revolving credit
facility are good sources of back-up liquidity. The domestic
credit agreement is expected to contain only a springing financial
maintenance covenant, which is not expected to apply in the near-
term. The international credit agreement does contain financial
maintenance covenants, but Moody's expect the company to remain in
compliance and it has sufficient balance sheet cash to remedy
unforeseen situations.

The stable outlook reflects expectations for solid operating
performance and modestly-improved credit metrics over the next 12
to 18 months, as well as maintenance of good liquidity. Moody's
could upgrade the rating with expectations for the company to
withstand a moderate downturn without financial leverage exceeding
4.5 times or interest coverage falling below 2 times. Moody's
could downgrade the rating with expectations for leverage above 6
times, interest coverage below 1.5 times, negative free cash flow
on a rolling twelve month basis, or a substantive deterioration in
liquidity.

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.

CPM Holdings, Inc. provides process machinery and technology to
various agricultural end markets including oilseed, animal feed,
breakfast cereal and snackfood, and biofuels. CPM has been
privately-owned by Gilbert Global Equity since 2003 with returns
of capital in 2012 and 2014 (proposed). Headquartered in Waterloo,
Iowa, the company generated about $419 million of revenue for the
twelve months ended June 30, 2014.


CPM HOLDINGS: S&P Affirms B+ CCR & Rates $315MM 1st Lien Loan B+
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Waterloo, Iowa-based CPM Holdings Inc.  The
rating outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating to the
company's proposed $315 million first-lien term loan due 2021 and
$30 million revolving credit facility due 2019.  The '3' recovery
rating indicates S&P's expectation for meaningful recovery (50% to
70%) in the event of payment default.  S&P's recovery expectations
are in the lower half of the 50% to 70% range.

S&P also assigned a 'B' issue-level rating to the company's
proposed $100 million second-lien term loan due 2022.  The '5'
recovery rating indicates S&P's expectation for modest recovery
(10% to 30%) in the event of payment default.  S&P's recovery
expectations are in the lower half of the 10% to 30% range.

CPM Acquisition Corp. and Crown Acquisition Corp., subsidiaries of
CPM, will co-borrow under the senior secured facilities.  S&P will
withdraw its ratings on CPM's existing debt following the
completion of the transaction.

"The affirmation reflects our expectation that CPM will maintain
leverage of 4x to 5x and funds from operations to total debt in
the low teens," said Standard & Poor's credit analyst Svetlana
Olsha.  Pro forma for the transaction, the company's debt to
EBITDA ratio increases to about 4.8x.

CPM has a limited scope of operations as a niche producer of
process equipment and aftermarket parts for the oilseed, animal
feed, biofuel, and human food processing industries.  Demand for
oilseed processing and extraction, as well as animal feed and wood
pelleting equipment, should remain cyclical because it depends on
agribusiness companies' capital expenditures and the highly
cyclical biodiesel industry.  However, the company's good
geographic diversification and well-established (No. 1 or No. 2)
position in niche markets somewhat mitigates end-market
cyclicality.  S&P also believes the company will continue to
derive a fair proportion of revenue from replacement parts, which
tend to be more stable.


DAVID DUCKWORTH: Case Helps GM Creditors on $1.5 Billion Appeal
---------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a federal appeals court in Chicago handed down
a decision that could guide a sister appeals court in New York and
help set up a $1.5 billion victory for creditors of General Motors
Corp., as the automaker was known during its Chapter 11
reorganization.

According to the report, the case before the Chicago-based U.S.
Court of Appeals for the Seventh Circuit involved a $1.1 million
bank loan represented by a note dated Dec. 15, 2008, and the
security agreement said the collateral was given to secure a note
dated Dec. 13, but there was no Dec. 13 note.  The borrower went
bankrupt.

U.S. Circuit Judge David F. Hamilton reversed the lower courts,
saying that the Uniform Commercial Code "directs us to enforce the
agreement according to its terms," the report related.

The Chicago case is State Bank of Toulon v. Covey (In re
Duckworth), 14-1561, U.S. Court of Appeals for the Seventh Circuit
(Chicago).

A full-text copy of the Seventh Circuit's Opinion dated Nov. 21,
2014, is available at http://bankrupt.com/misc/DUCKWORTH11.pdf


DAVID STARAL: Ex-Arena Football Team Owner Faces Fraud Charges
--------------------------------------------------------------
Law360 reported that federal prosecutors slapped the former owner
of the folded Chicago Rush Arena Football League team with
bankruptcy and wire fraud charges, alleging he attempted to hide
assets from creditors and exaggerated his net worth in order to
buy the team last year.  According to the report, David Staral
Jr., 35, who was arrested at his Wisconsin home, allegedly scammed
the AFL's commissioner into believing he was worth $5 million in
order to seal a deal for the Chicago Rush in February 2013.


DEMCO INC: Creditors' Meeting Adjourned to Feb. 23
--------------------------------------------------
The U.S. Trustee for Region 2 announced that the meeting of
creditors of Demco Inc. has been adjourned to Feb. 23, at 2:00
p.m.

The meeting of creditors will be held at Buffalo UST - Olympic
Towers.

The court overseeing the bankruptcy case of a company schedules
the meeting of creditors usually about 30 days after the
bankruptcy petition is filed.  The meeting is called the "341
meeting" after the section of the Bankruptcy Code that requires
it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                         About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the
Debtor in its restructuring effort.  Freed Maxick CPAs, P.C.
serves as its accountants, and Horizons Consulting, LLC, serves as
its tax consultants.  The petition was signed by Michael J.
Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee retained Amigone, Sanchez & Mattrey, LLP
as its counsel.

First Niagara Bank, the cash collateral lender, is represented by
William F. Savino, Esq., at Damon Morey.


DENDREON CORP: Inks Compromise with Derivative Suit Litigants
-------------------------------------------------------------
Dendreon Corp. asked the U.S. Bankruptcy Court to approve a
compromise with various derivative action litigants that will
bring more than $3 million into the Debtors' estates.

Under the settlement, the Individual Defendants, which are certain
of the Debtor's current and former officers and directors, will
cause to be paid $4,500,000 into an escrow account.  The
Settlement Payment will be used to pay any attorneys' fees and
expenses, which amount may not exceed $1,250,000, awarded by the
Court of Chancery of the State of Delaware to the plaintiffs'
counsel as well as any costs of notice.

The remaining amount of the Settlement Payment, expected to be
approximately $3,250,000, will be paid from the escrow account to
the Debtor's estate upon the entry of, and in accordance with, an
order of the Chancery Court giving final approval of the
settlement.

                          About Dendreon

With corporate headquarters in Seattle, Washington, Dendreon
Corporation -- http://www.dendreon.com/-- a biotechnology company
focused on the discovery, development and commercialization of
novel cellular immunotherapies to significantly improve treatment
options for cancer patients.  Dendreon's first product, PROVENGE
(sipuleucel-T), was approved by the U.S. Food and Drug
Administration (FDA) and became commercially available for the
treatment of men with asymptomatic or minimally symptomatic
castrate-resistant (hormone-refractory) prostate cancer in April
2010.  Dendreon is traded on the NASDAQ Global Market under the
symbol DNDN.

Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014.  The Debtors have
requested that their cases be jointly administered under Case No.
14-12515.  Judge Peter J. Walsh presides over the cases.  The
petitions were signed by Gregory R. Cox, interim chief financial
officer and treasurer.

Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain  holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing 84% of the $620 million aggregate principal amount of
the 2016 Notes.  The financial restructuring may take the form of
a stand-alone recapitalization or a sale of the Company or its
assets.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.

The Debtors disclosed $365 million in total assets and
$664 million in total liabilities as of June 30, 2014.

The U.S. Trustee for Region 3 has appointed five members to the
Official Committee of Unsecured Creditors.


DETROIT, MI: Eyes Bankruptcy Exit in Second Week of December
------------------------------------------------------------
Reuters reported that Detroit is eying a date between Dec. 8 and
10 for its debt adjustment plan to take effect, allowing the city
to exit the biggest-ever municipal bankruptcy, an attorney said.

According to the report, Heather Lennox, Detroit's attorney with
law firm Jones Day, told U.S. Bankruptcy Court Judge Steven Rhodes
that the city expects to complete a budget that incorporates the
plan during the first week of December, clearing the way for the
completion of financing to fund key creditor settlements.

                   About the City of Detroit

The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit estimated
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Hon. Steven Rhodes oversees the bankruptcy case.  Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.

The Troubled Company Reporter, on Nov. 10, 2014, citing The New
York Times' DealBook, reported that U.S. Bankruptcy Judge Steven
Rhodes in Michigan approved the city of Detroit's plan of debt
adjustment.

                           *     *     *

Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its
ratings on five bond CUSIPs of Detroit's outstanding sewerage
disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P
indicated it would do in its report dated Aug. 28, 2014.  The
outlook is stable.

The Troubled Company Reporter, on Oct. 10, 2014, reported that
Moody's Investors Service has placed the City of Detroit's (MI)
Certificates of Participation (COPs) Ca rating on review for
possible downgrade. This action follows the recent settlement
announcement between the city and Syncora, which insures a portion
of the city's outstanding COPs. The settlement includes a cash
payment, as well as extended and optional stakes in city owned
assets. Moody's said it is likely that the recovery for creditors
will be below 35% and as a result consistent with a C rating. The
review will be resolved if and when a settlement with FGIC, the
other main insurer of the city's COPs liabilities, is made public.


DETROIT, MI: Challenge to State Emergency Manager Law Moves Ahead
-----------------------------------------------------------------
Reuters reported that U.S. District Court Judge George Caram Steeh
allowed a lawsuit challenging the constitutionality of Michigan's
emergency manager law to move forward on grounds that it might
discriminate on the basis of race.

According to the report, Judge Steeh ruled that the case brought
by affected residents and a public labor union will proceed on an
allegation that the 2012 law discriminates against African-
American residents in cities run by an emergency manager.  He
added that allowing the lawsuit to move forward would not impact
Detroit, which was assigned an emergency manager and is poised to
exit the biggest-ever municipal bankruptcy by year-end after a
federal bankruptcy judge confirmed the city's debt adjustment plan
on Nov. 7, the report related.

                  About the City of Detroit

The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit estimated
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Hon. Steven Rhodes oversees the bankruptcy case.  Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.

The Troubled Company Reporter, on Nov. 10, 2014, citing The New
York Times' DealBook, reported that U.S. Bankruptcy Judge Steven
Rhodes in Michigan approved the city of Detroit's plan of debt
adjustment.

                           *     *     *

Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its
ratings on five bond CUSIPs of Detroit's outstanding sewerage
disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P
indicated it would do in its report dated Aug. 28, 2014.  The
outlook is stable.

The Troubled Company Reporter, on Oct. 10, 2014, reported that
Moody's Investors Service has placed the City of Detroit's (MI)
Certificates of Participation (COPs) Ca rating on review for
possible downgrade. This action follows the recent settlement
announcement between the city and Syncora, which insures a portion
of the city's outstanding COPs. The settlement includes a cash
payment, as well as extended and optional stakes in city owned
assets. Moody's said it is likely that the recovery for creditors
will be below 35% and as a result consistent with a C rating. The
review will be resolved if and when a settlement with FGIC, the
other main insurer of the city's COPs liabilities, is made public.


DETROIT, MI: Ch. 9 Empowers Cities to Tackle Soaring Pensions
-------------------------------------------------------------
Law360 reported that the city of Detroit?s emergence from
bankruptcy with significant concessions from its retirees offers
renewed hope for municipalities across the country to address the
accounting gimmickry used to avoid confronting huge employment-
related liabilities, experts said at a panel discussion.

According to the report, a roundtable talk at Albany Law School on
the ripple effects of Detroit?s controversial experience in
Chapter 9 centered on how cities in New York and elsewhere can
regain their financial footing in the face of unsustainable
pension costs stemming from promises made to workers years and
sometimes decades ago.

                   About the City of Detroit

The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit estimated
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Hon. Steven Rhodes oversees the bankruptcy case.  Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.

The Troubled Company Reporter, on Nov. 10, 2014, citing The New
York Times' DealBook, reported that U.S. Bankruptcy Judge Steven
Rhodes in Michigan approved the city of Detroit's plan of debt
adjustment.

                           *     *     *

Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its
ratings on five bond CUSIPs of Detroit's outstanding sewerage
disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P
indicated it would do in its report dated Aug. 28, 2014.  The
outlook is stable.

The Troubled Company Reporter, on Oct. 10, 2014, reported that
Moody's Investors Service has placed the City of Detroit's (MI)
Certificates of Participation (COPs) Ca rating on review for
possible downgrade. This action follows the recent settlement
announcement between the city and Syncora, which insures a portion
of the city's outstanding COPs. The settlement includes a cash
payment, as well as extended and optional stakes in city owned
assets. Moody's said it is likely that the recovery for creditors
will be below 35% and as a result consistent with a C rating. The
review will be resolved if and when a settlement with FGIC, the
other main insurer of the city's COPs liabilities, is made public.


DIOCESE OF GALLUP: Atty Wants Records From Franciscan Friars
------------------------------------------------------------
The Associated Press reported that James Stang, an attorney for
victims who claim they were sexually abused by priests in the
Diocese of Gallup in New Mexico, wants insurance and financial
records from the Franciscan Friars to force two Franciscan
provinces to hand over the records.

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.


DORAL FINANCIAL: S&P Suspends 'CC' ICR on Lack of Information
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it suspended the 'CC'
issuer credit rating of Doral Financial Corp.  The ratings were
placed on CreditWatch with negative implications on May 6, 2014.

"Our suspension of the ratings on Doral reflects a lack of
information to satisfactorily assess the company and make a well-
informed ratings decision," said Standard & Poor's credit analyst
Sunsierre Newsome.  If the issuer provides sufficient information
within 90 days and discusses their plans for the company, we could
reconvene a rating committee and reinstate the rating.  However,
if S&P do not receive sufficient information, it will withdraw the
ratings after the 90 days elapses.

On May 6, 2014, S&P lowered the issuer credit rating on Doral
Financial Corp. to 'CC' from 'CCC-' and placed the rating on
CreditWatch with negative implications following the company's
weakened capital position to the point that it had breached
minimum regulatory capital requirements under its current consent
order with the Federal Deposit Insurance Corp. (FDIC).  This
followed a joint Report of Examination with the FDIC and the
Puerto Rico Office of the Commissioner of Financial Institutions
stating, among other things, that Doral may no longer include some
or all of the tax receivables from the government of Puerto Rico
in its calculation of Tier 1 capital.  Doral has been in
litigation with the Commonwealth of Puerto Rico to collect the
$229 million owed to Doral under the closing agreement dated
March 26, 2012, between Doral and the Treasury Department.

According to its Form NT 10-Q filing dated Nov. 12, 2014, Doral
stated that is has to fully assess the impact of the information
set forth in the Report of Examination, the company's ability to
continue as a going concern, and the impact, if any, of any such
determination upon the valuation of its remaining deferred tax
assets.  Given these factors, the company states that it cannot
finalize the preparation of its quarterly financial statements.
As a result, and with the lack of communication between Doral's
management and Standard & Poor's Ratings Services, it is
suspending the ratings.


DOUGLAS DYNAMICS: Moody's Rates $190 Million New Term Loan 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Douglas Dynamics
LLC's new senior secured term loan and raised the Speculative
Grade Liquidity Rating ("SGL") to SGL-2 from SGL-3. At the same
time, Moody's affirmed the company's B1 Corporate Family Rating
("CFR"). Proceeds from the issuance will be used to partially fund
the acquisition of Henderson Enterprise Group, Inc. (unrated) for
$95 million, refinance existing debt, and pay related fees and
expenses. The outlook is stable.

"The acquisition will diversify Douglas' product offerings and
customer base and while it is predominantly debt-funded,
normalized credit metrics remain appropriate for the B1 rating,"
said Ben Nelson, Moody's Assistant Vice President and lead analyst
for Douglas Dynamics LLC.

The actions:

Issuer: Douglas Dynamics LLC

  Corporate Family Rating, Affirmed B1;

  Probability of Default Rating, Affirmed B1-PD;

  $190 million Senior Secured Term Loan due 2021, Assigned B1
  (LGD4);

  Speculative Grade Liquidity Rating, Raised to SGL-2 from SGL-3;

  Outlook, Stable.

The ratings are subject to Moody's review of the final terms and
conditions of the transaction. The existing loan rating (senior
secured term loan due 2018) is expected to be withdrawn at
closing.

Rating Rationale

The B1 CFR balances a good business model and solid credit metrics
with the challenges of operating a modestly-sized business with
volatile, weather-dependent demand and financial policies that
include a relatively high regular dividend and debt-funded
acquisitions. Credit metrics are currently strong for the rating
category, including adjusted financial leverage near 2 times
(Debt/EBITDA), following heavy snowfall last winter and a good
selling season in 2014. Moody's expects leverage will moderate to
the 3-4 times area over the next several quarters inclusive of
more normalized weather conditions and the acquisition of
Henderson. Strong market positions in snow and ice control
equipment, an extensive distribution network, a flexible cost
structure, and a demonstrated ability to generate cash flow
through business cycles further support the rating.

The raising of the company's liquidity rating to SGL-2 reflects
the company's planned expansion of its asset-based revolving
credit facility to $100 million from $80 million, and the
expectation for more stable cash flow in the future considering
Henderson's less-seasonal cash flow generation. Moody's expects
the company will generate positive free cash flow on an annual
basis, though not in all interim quarterly periods due to the
company's seasonal working capital trends with peak-to-trough
swings of up to $60 million. The company likely will draw modestly
on its revolver during these periods. The credit agreement
governing the revolver is covenant-lite as it contains only a
springing fixed charge coverage ratio test if availability falls
below $12.5 million. The covenant is unlikely to be tested in the
near-term.

The stable outlook assumes that the company will maintain good
liquidity, solid credit metrics assuming normal weather
conditions, and a prudent dividend policy. The company's small
scale, weather-dependent seasonal demand, and shareholder-friendly
financial philosophy limit upward rating momentum. However,
Moody's could consider upgrading the rating if the company carried
very little balance sheet debt and maintained a significant
liquidity cushion. Moody's could downgrade the rating if Moody's
expected leverage sustained above 4 times, persistently negative
free cash flow, or a substantive deterioration in liquidity.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in May 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Douglas Dynamics designs, manufactures, sells, and supports snow
and ice control equipment for light trucks. Headquartered in
Milwaukee, Wisconsin, the company generated approximately $2766
million of revenue for the twelve months ended September 30, 2014.


ENDEAVOUR INTERNATIONAL: Disclosure Statement Hearing on Dec. 17
----------------------------------------------------------------
Endeavour International Corporation and its debtor-affiliates have
filed a proposed Plan of Reorganization that provides for the
reduction of approximately $598 million of the Debtors' existing
debt, the reduction of approximately 43% of the Debtors annual
interest burden, and freeing up of $50 million in annual cash flow
that can be used for reinvestment in the Debtors' business.  Among
other things, the Plan further provides for (i) the cancellation
of all of the Debtors' existing debt and equity and any Interests
in the Debtors other than EIC and (ii) the issuance of $262.5
million in new notes bearing a 9.75% interest rate, new Series A
convertible preferred stock and new shares of common stock.

The hearing consider approval of the adequacy of the information
in the Disclosure Statement is scheduled on Wednesday, Dec. 17,
2014 at 3:00 p.m. (Prevailing Eastern Time).  Objections are due
no later than Dec. 11, 2014 at 4:00 p.m. (Prevailing Eastern
Time).

Pursuant to the Plan, the Voting Claims include all Allowed Claims
that have been placed in Classes 3 through 7.  The New Notes, New
Preferred Stock and New Common Stock are being issued in full and
final satisfaction of the Allowed Claims of the 2018 Noteholders
(Classes 3 and 4), the 7.5% Convertible Bondholders (Class 5) and
the Convertible Noteholders (Class 6) on the date on which all
conditions to the effectiveness of the Plan have been satisfied or
waived in accordance with the terms of the Plan.  The Plan
provides that holders of Allowed General Unsecured Claims of a
value greater than $10,000 (Class 7 - General Unsecured Claims)
will receive a distribution of Cash equal to [15.0%] of the value
of their Allowed Claim, in full and final satisfaction of such
Claims on the Effective Date.  Pursuant to section 1122(b) of the
Bankruptcy Code, holders of Allowed General Unsecured Claims in
the amount of $10,000 or less (Class 8 ? Convenience Class Claims)
will receive a distribution of Cash equal to 100% of the value of
their Allowed Claim, in full and final satisfaction of such Claims
on the Effective Date.

None of the indebtedness or other obligations of the Debtors' non-
debtor affiliates other than certain permitted reductions of, and
other changes to, the intercompany note owed by Endeavour Energy
UK Limited, an English/Welsh corporation ("EEUK") to EOC?will be
affected by the restructuring, including the $440 million in
principal, plus interest and any other amounts outstanding, under
the Restated EEUK Term Loan entered into by EIC, certain of the
Debtors' Non-Debtor Affiliates, the lenders party thereto and
Credit Suisse AG, Cayman Island Branch as administrative and
collateral agent, dated Sept. 30, 2014.

A copy of the Disclosure Statement attached to the Plan of
Reorganization dated Nov. 17, 2014.

    http://bankrupt.com/misc/EndeavourInternational_181_DS.pdf

                  About Endeavour International

Houston, Texas-based Endeavour International Corporation (OTC:
ENDRQ) (LSE: ENDV) is an oil and gas exploration and production
company focused on the acquisition, exploration and development of
energy reserves in the North Sea and the United States.

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.  The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).

As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.70 million in
series c convertible preferred stock, and a $41.48 million
stockholders' deficit.

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.


ENDEAVOUR INTERNATIONAL: Proposes Jan. 26, 2015 Claims Bar Date
---------------------------------------------------------------
Endeavour International Corporation asks the Bankruptcy Court to
establish Jan. 26, 2015 at 5:00 p.m. (prevailing Eastern Time) as
the general claims bar date; and establish April 8, 2015, at 5:00
p.m. (prevailing Eastern Time) as the governmental claims bar
date.

The Debtors have until Dec. 15, 2014, to file their schedules of
assets and liabilities and statements of financial affairs.  The
Debtors intend to file the documents on or before the deadline.

In the event that the Debtors amend or supplement their Schedules,
the deadline for any holder of a claim to file a proof of claim is
the later of (x) the Bar Date and (y) the date that is 30 days
after the date on which the Debtors serve notice of the amendment
or supplement.

In the event the Debtors reject an executory contract or unexpired
lease, the deadline for the holder of a claim arising from the
rejection of executory contract or unexpired lease to file a Proof
of Claim with respect to any such Rejection Damages Claim be the
later of (a) the Bar Date, (b) 5:00 p.m. (prevailing Eastern Time)
on the date that is 30 days after the date on which an order is
entered authorizing the rejection of the applicable executory
contract or unexpired lease, and (c) any date that the Court may
fix in the applicable order authorizing such rejection.

Fixing the Bar Dates will enable the Debtors to receive, process,
and begin their analysis of creditors' claims in a timely and
efficient manner, and will expedite the administration of these
cases.  Additionally, setting the Bar Dates will allow the Debtors
to gain visibility into the total universe of claims against the
estates and will assist the Debtors with the effective
implementation of a plan of reorganization.

                  About Endeavour International

Houston, Texas-based Endeavour International Corporation (OTC:
ENDRQ) (LSE: ENDV) is an oil and gas exploration and production
company focused on the acquisition, exploration and development of
energy reserves in the North Sea and the United States.

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.  The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).

As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.70 million in
series c convertible preferred stock, and a $41.48 million
stockholders' deficit.

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.


ENERGY FUTURE: 2015 Compensation Program Filed
----------------------------------------------
BankruptcyData reported that Energy Future Holdings asked the U.S.
Bankruptcy Court to approve its 2015 compensation programs, which,
according to court documents, "will encourage and reward
exceptional performance by all employees" and certain retention
bonus programs for non-insiders.

According to BData, the Debtors' senior employees are eligible to
earn market-based bonuses if -- and only if -- the Debtors meet
challenging financial and operational targets that will generate
substantial value for the Debtors and all of their stakeholders.

The Cost of Insider Executive Annual Incentive Plan is $8.0
million at target, payable February/March 2016, while the cost of
the 2015 annual incentive Plan is $56.1 million, the report
related.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.

The Troubled Company Reporter, on Nov. 4, 2014, reported that the
U.S. Trustee for Region 3 appointed five creditors of Energy
Future Holdings Corp. to serve on the Debtor's official committee
of unsecured creditors.


ENERGY FUTURE: Seeks Approval of Compromise with Sierra Club
------------------------------------------------------------
BankruptcyData reported that Energy Future Holdings asks the U.S.
Bankruptcy Court to approve a settlement agreement between certain
of the Debtors - Energy Future Holdings, Luminant Generation
Company and Big Brown Power Company -- and Sierra Club, under
which the Settling Debtors will be relieved from defending against
multiple current and threatened lawsuits relating to Sierra Club's
environmental and administrative causes of action.

According to the report, the Settling Debtors have one outstanding
cause of action against Sierra Club for $6.45 million, stemming
from district court litigation brought against the Settling
Debtors by Sierra Club under the Clean Air Act.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


EXIDE TECHNOLOGIES: Transition Reported
---------------------------------------
BankruptcyData, citing documents filed with the U.S. Securities
and Exchange Commission, reported that Exide Technologies said
Transportation Americas intends to transition to a new third party
vendor.

According to the BData report, Exide's Transportation Americas
business unit included an ongoing relationship with one of the
division's largest customers by volume, and on Nov. 18, Exide was
informed by this customer that it would transition its
relationship to a new third party vendor over the next several
months.

As previously reported by The Troubled Company Reporter, citing
Daily Bankruptcy Review, Exide said the loss of its major customer
won't have a material impact on its performance as it pushes to
exit Chapter 11 bankruptcy.  The report said the loss triggered a
review of financial projections undergirding the battery maker's
Chapter 11 exit plan, a review that the company said left it with
the belief there will be no material impact.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.  Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.  Geosyntec Consultants was
tapped as environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


EXIDE TECHNOLOGIES: Gets Nod for Plant Pact With Calif. Regulator
-----------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Kevin J. Carey in
Wilmington signed off on a settlement between battery maker Exide
Technologies Inc. and the California Department of Toxic
Substances Control that paves the way for Exide to restart its
idled Vernon, California, lead-recycling plant.

According to the report, Judge Carey overruled objections lodged
by both the city and county of Los Angeles, which sought to
postpone consideration of the settlement so they could have more
time to evaluate how it might impact them.  Judge Carey blessed
Exide's agreement with the California environmental regulator,
finding that the deal resolved knotty issues and was an
appropriate exercise of the debtor's business judgment, the report
related.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.  Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.  Geosyntec Consultants was
tapped as environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


EXIDE TECHNOLOGIES: Committee Commences Suit vs. Wells Fargo
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Exide
Technologies has filed an adversary proceeding against defendant
Wells Fargo Bank, National Association, as trustee with respect to
those certain 8-5/8% Senior Secured Notes due 2018.

The adversary proceeding seeks:

   a) seeking a determination that the Unencumbered Assets are not
      encumbered by liens or security interests granted to the
      Pre-Petition Noteholders;

   b) seeking disallowance and/or recharacterization as unsecured
      of any claims filed by the Pre-Petition Noteholders in this
      Chapter 11 Case pursuant to ?502 of the Bankruptcy Code to
      the extent that such claims allege a security interest in or
      lien on any of the Unencumbered Assets;

   c) to the extent the Pre-Petition Noteholders were
      undersecured, seeking to recharacterize and disallow the
      Debtor's post-petition payment of interest, fees, costs, and
      expenses owing under the Existing Indenture Agreements to
      reduce the principal owing to the Pre-Petition Noteholders.

The Debtor stipulated in the Final DIP Order that, as of the
Petition Date, it was indebted to the Pre-Petition Noteholders
with respect to the 2018 Notes in the aggregate principle amount
of $675 million.  In addition, the Pre-Petition Notes Debt is
secured by second priority liens on and security interests in the
ABL Priority Collateral priority liens on and security interests
in the Notes Priority Collateral.

The Debtor stipulated in the Final DIP Order that the stock of the
Debtor's wholly owned subsidiary Exide Global Holding Netherlands
C.V. is pledged (i) 65% to secure the Pre-Petition Notes Debt on a
first priority basis, and (ii) 100% to secure the Pre- Petition
ABL Debt, with 65% of such stock pledged on a second priority
basis and 35% pledged on a first priority basis.  As such,
approximately 35% of the Debtor's interest in Exide Global does
not secure the Pre-Petition Notes Debt, is unencumbered, and the
value of said equity should revert to the Debtor's other
stakeholders.

Paragraph 19 of the Final DIP Order provides that the Committee
must assert its Claims and Defenses by September 26, 2013, unless
said period is extended by agreement of the Pre-Petition ABL Agent
or Pre-Petition Notes Trustee, as applicable.

The Challenge Period has been extended on several occasions, most
recently pursuant to an April 28, 2014 Stipulation and Agreement
by and Among the Debtor, the Official Committee of Unsecured
Creditors, Wells Fargo Bank, National Association, and the
Official Noteholder Committee, which indefinitely extended the
Committee's Challenge Period "through and including the 25th
calendar day after the Notes Trustee or the Unofficial Noteholder
Committee delivers written notice to the undersigned counsel to
the Committee of termination of the Challenge Period." As of the
date hereof, no written notice has been issued.

Based on information provided to Plaintiff, including with respect
to the Existing Indenture Agreements, it appears that the Pre-
Petition Notes Debt is not secured by valid and perfected security
interests in or liens.

Pursuant to Rule 44.1 of the Federal Rules of Civil Procedure,
applicable to this action pursuant to Rule 9017 of the Federal
Rules of Bankruptcy Procedure, Plaintiff gives notice that
application of foreign local law may be necessary to analyze the
failure of the Pre-Petition Noteholders to perfect liens on and
security interests in certain of the Unencumbered Assets.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.  Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.  Geosyntec Consultants was
tapped as environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


FAIRFIELD SENTRY: Tries to Preserve Challenge of $230M Madoff Sale
------------------------------------------------------------------
Law360 reported that Kenneth Krys, the liquidator of a British
Virgin Islands-based Bernard L. Madoff feeder fund, urged the
Second Circuit not to revisit its decision allowing a challenge to
the sale of a $230 million claim against the Ponzi schemer's
defunct firm, saying a lower court has already rejected arguments
to the contrary.

As previously reported by The Troubled Company Reporter, citing
Law360, the Second Circuit ordered Mr. Krys, who is seeking to
undo the imprudent sale of a $230 million claim against the con
man's defunct securities firm, to show why other arguments can't
be considered to sink his bid in U.S. courts to undo the deal.

Michael L. Cook, Esq., at Schulte Roth & Zabel LLP posted on the
firm's website that the Second Circuit, on Sept. 26, 2014, held
that a U.S. bankruptcy court was required to conduct a full review
of Fairfield Sentry Ltd.'s sale of property "within the
territorial jurisdiction of the United States," relying on the
"plain" language of Bankruptcy Code Section 1520(a)(2).  According
to Mr. Cook, the bankruptcy court also "erred when it gave
deference to a foreign court's approval of the asset sale."

                     About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Fairfield Sentry became the subject of a BVI liquidation, and a
BVI court appointed the Liquidator under BVI law.  The Liquidator
then sought recognition of the BVI liquidation as a foreign main
proceeding under Chapter 15 of the Code in the Southern District
of New York.  The Bankruptcy Court entered an order granting
recognition of the Fairfield Sentry case on July 22, 2010,
enabling the Liquidator to use the U.S. Bankruptcy Court to
protect and administer Fairfield Sentry's assets in the U.S.


FAR EAST ENERGY: Reports $8.24-Mil. Net Loss for Third Quarter
--------------------------------------------------------------
Far East Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $8.24 million on $1.25 million of total operating
revenues for the three months ended Sept. 30, 2014, compared with
a net loss of $8.41 million on $400,000 of total operating
revenues in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $109.6
million in total assets, $140 million in total liabilities, and a
stockholders' deficit of $29.9 million.

The Company has accumulated net losses of $208.7 million since
inception.  It also has negative working capital, negative cash
flows from operating activities and negative net worth.  The
principal accountant's reports of JonesBaggett on the financial
statements of the Company as of and for the period ended Dec. 31,
2013 included an explanatory paragraph describing the existence of
conditions that raise substantial doubt about the Company's
ability to continue as a going concern, according to the
regulatory filing.

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

                       http://is.gd/2dyq0t

Far East Energy Corporation is engaged in the acquisition,
exploration, development, and production of coalbed methane gas
properties in China.  The Company holds interests in three of
China's largest coalbed methane fields: Shouyang Block in Shanxi
Province, Qinnan Block in Shanxi Province, and Enhong and Laochang
areas in Yunnan Province.


FL 6801: Z Capital OK'd as Successful Bidder for Canyon Ranch
-------------------------------------------------------------
Z Capital Partners, L.L.C., a private equity firm, on Dec. 2
disclosed that the United States Bankruptcy Court Southern
District of New York has entered a Sale Order approving Z Capital
as the successful bidder in the auction process for the Carillon
Hotel and Spa, which is currently operated and managed as Canyon
Ranch Hotel & Spa in Miami Beach.

The Carillon Hotel and Spa property will be the first project of Z
Capital's new venture to create a premier, luxury flag with
exclusive locations around the world.

"We are extremely pleased to have been approved by the bankruptcy
court in the acquisition of the Carillon Hotel & Spa in Miami
Beach," said James Zenni, President and Chief Executive Officer of
Z Capital.  "This is an exceptional property, with exquisite
grounds and unparalleled amenities in an iconic location.  We
appreciated the elegance and standards associated with this world-
class property and are fully committed to further enhancing the
oceanfront resort to exceed the expectations of all Canyon Ranch
constituents.  With our proven team of operators, led by Z Capital
Operating  Partner Thomas Wicky, and our strategic partnerships in
luxury hotel management and development, we will create an
unrivaled property and to showcase our brand and luxury offerings
for future portfolio additions around the world."

"We are thrilled to have the opportunity to enhance a truly unique
property," commented Thomas Wicky, Managing Director and Operating
Partner at Z Capital.  "Our exceptional team comprised of
industry-leaders with global reach and deep local connections
demonstrates our commitment to ensuring that every resident and
guest has a world-class experience at this premier property.  The
Carillon Hotel and Spa will be our first project in our exciting,
new venture, and I am confident that our team will successfully
work alongside existing homeowners to elevate the property for the
benefit of all.  We are excited to get started in establishing our
luxury hotel flag around the world. "

The "Order (I) Approving Sale of Debtors' Property; (II)
Authorizing Assumption and Assignment of Executory Contracts and
Unexpired Leases; and (III) Granting Related Relief" was entered
in the bankruptcy case of FL 6801 SPIRITS LLC, et al. on November
26, 2014.

                    About Z Capital Partners

Z Capital Partners, L.L.C. -- http://www.zcap.net/-- is a private
equity firm with approximately $1.9 billion of regulatory assets
and committed capital under management and with offices in Lake
Forest, IL and New York, NY.  Z Capital pursues a value-oriented
approach in private equity that includes making control
investments in companies that may require growth capital, balance
sheet and or operational improvements.

Z Capital portfolio companies currently have aggregate worldwide
annual revenues of approximately $1.5 billion, sell products in
over 30 countries, and have in excess of 190,000 associates
directly and through joint ventures.

Z Capital's investors include prominent global sovereign wealth
funds, endowments, pension funds, insurance companies,
foundations, family offices, wealth management firms and other
financial institutions in North America, Europe, Asia, Africa and
the Middle East.

                      About FL 6801 Spirits

FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach.  The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.

FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full-
service, ocean front condominium hotel located at the site of the
old Carillon Hotel in Miami Beach, Florida.  The current operator
of the hotel, Canyon Ranch Living, is not a debtor, and operations
at the property are expected to continue without interruption.

FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).

FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the largest
in U.S. history.  Lehman's Chapter 11 plan became effective on
March 6, 2012.

The Associations are represented by:

         Alan F. Kaufman, Esq.
         HINSHAW & CULBERTSON LLP
         800 Third Avenue, 13th Floor
         New York, NY 10022
         Tel: (212) 471-6200
         E-mail: akaufman@hinshawlaw.com

                - and -

         Charles M. Tatelbaum, Esq.
         TRIPP SCOTT PA
         110 SE 6 th Street, 15 th Floor
         Fort Lauderdale, FL 33301
         Tel: (954) 760-4902
         E-mail: cmt@trippscott.com


FLC HOLDING: Bankruptcy Judge Approves Bid Rules for PNA Bank
-------------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that U.S. Bankruptcy Judge Janet S. Baer in Chicago has approved
FLC Holding Co.'s plan to sell its stake in PNA Bank for $1.2
million in cash to Chicago's Royal Financial Inc., subject to
higher bids at a bankruptcy auction.

As previously reported by The Troubled Company Reporter, Royal
Financial, Inc., entered on Nov. 13, 2014, into an Asset
Purchase Agreement with FLC Holding to acquire PNA Bank, a federal
savings bank with banking offices in Chicago and Niles, Illinois.
Royal Financial will acquire from FLC all of the issued and
outstanding shares of common stock of PNA Bank for a cash purchase
price of $1.2 million.  Immediately following the acquisition,
Royal Financial intends to merge PNA Bank with and into its bank
subsidiary, Royal Savings Bank.

                         About FLC Holding

FLC Holding Company filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 13-24125) on June 11, 2013.  Chad H. Gettleman, Esq., at
Adelman & Gettleman, Ltd., in Chicago, serves as counsel.
The Debtor estimated assets of $500,001 to $1 million and debts of
$1 million to $10 million.


FREE LANCE-STAR: Gets Approval for Liquidating Plan
---------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that VA Newspaper Debtor Co., known as Free Lance-
Star before the newspaper and radio stations were sold to Sandton
Capital Partners, obtained a commitment from the bankruptcy judge
to sign a confirmation order approving the Chapter 11 plan of
liquidation proposed jointly with the official creditors'
committee.

According to the report, the plan implements a global settlement
among key stakeholders that resolved the allocation of proceeds
from the sale of the business to Sandton's DSP Acquisition LLC.

               About The Free Lance-Star Publishing

The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a
publishing, newspaper, radio and communications company based in
Fredericksburg, Virginia and owned by the family of Josiah P. Rowe
III.  FLS's single, seven-day a week newspaper, The Free Lance-
Star was first published in 1885 when a group of local
Fredericksburg merchants and businessmen created the paper to
serve the news and advertising needs of the community.  FLS also
owns radio stations WFLS-AM, FLS-FM, and WVBX.  FLS owns the
community and news portal http://www.fredericksburg.com/

FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case
No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014.  William
Douglas Properties, L.L.C., a related entity that owns a portion
of the land pursuant to which FLS operates certain aspects of its
business, also sought bankruptcy protection.

Judge Keith L. Phillips was initially assigned to the cases, but
the cases were reassigned to Judge Kevin R. Huennekens on the
Petition Date.

The Debtors have tapped Lynn L. Tavenner, Esq., and Paula S.
Beran, Esq., at Tavenner & Beran, PLC, as counsel; and Protiviti,
Inc., as financial advisor.

The U.S. Trustee for Region 4 appointed three members to the
official committee of unsecured creditors.


GARLOCK SEALING: Says Asbestos Racketeering Claims Not Time-Barred
------------------------------------------------------------------
Law360 reported that Garlock Sealing Technologies LLC fired back
against Simon Greenstone Panatier Bartlett PC, telling a North
Carolina judge that the bankrupt gasket sealer's filings support
its claims that the law firm engaged in racketeering while
settling personal injury asbestos claims, and that its complaint
is not time-barred.

According to the report, Garlock told the court that it must deny
Simon Greenstone's motion to dismiss based on the statute of
limitations, since the facts alleged in its complaint aren't time-
barred.

The case is Garlock Sealing Technologies LLC v. Simon Greenstone
Panatier Bartlett et al., Case No. 3:14-cv-00116 (W.D.N.C.).

                      About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GENERAL MOTORS: Ignition-Switch Program Identifies 2 More Deaths
----------------------------------------------------------------
Jessica Dye, writing for Reuters, reported that two additional
deaths have been attributed to a faulty ignition switch in General
Motors Co vehicles, bringing the total to 35, according a report
from Kenneth Feinberg, the lawyer overseeing a program to
compensate for deaths and accidents linked to the part.

According to the report, as of Nov. 21, the program, which began
accepting claims on Aug. 1, had received 2,180 claims for injuries
and deaths, an increase of more than 3 percent from a week
earlier.

                       About General Motors

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.

                        *     *     *

The Troubled Company Reporter, on Sep. 29, 2014, reported that
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from
'BB+', and revised the outlook to stable from positive.  At the
same time, S&P raised its issue-level rating on GM's unsecured
debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4'
recovery rating on that debt, because S&P do not assign recovery
ratings to the issues of investment-grade companies.

On Oct. 21, 2014, the TCR reported that Fitch Ratings has assigned
a rating of 'BB+' to GM's amended unsecured credit facilities.
Fitch currently rates GM's Issuer Default Rating (IDR) 'BB+'.  The
Rating Outlook is Positive.  Fitch has also affirmed and withdrawn
the 'BB+' IDR of GM's General Motors Holdings LLC (GM Holdings)
subsidiary, as there is no longer any rated debt at the
subsidiary, and Fitch does not expect the subsidiary to be an
active issuer going forward.  Fitch has also withdrawn GM
Holdings' unsecured credit facility rating of 'BB+' as the
subsidiary is no longer a borrower on the facilities.

The TCR, on Nov. 6, 2014, reported that Fitch Ratings has assigned
a rating of 'BB+' to GM's proposed issuance of senior unsecured
notes.  The existing Issuer Default Rating (IDR) for GM is 'BB+'
and the Rating Outlook is Positive.


GENERAL MOTORS: Recalls 361,357 Vehicles for Headlight Issue
------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. is recalling more than 316,350 sport-utility
vehicles and a handful of other car models in North America,
marking the 79th recall action the auto maker has taken this year.

According to the report, the auto maker found that an intermittent
or permanent power loss of low-beam headlamps exists in its Buick
LaCrosse sedans along with its Chevrolet, GMC, Saab and Isuzu
midsize SUVs.  The company has now recalled more than 30.4 million
vehicles in this year alone, the Journal said.

                       About General Motors

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.

                        *     *     *

The Troubled Company Reporter, on Sep. 29, 2014, reported that
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from
'BB+', and revised the outlook to stable from positive.  At the
same time, S&P raised its issue-level rating on GM's unsecured
debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4'
recovery rating on that debt, because S&P do not assign recovery
ratings to the issues of investment-grade companies.

On Oct. 21, 2014, the TCR reported that Fitch Ratings has assigned
a rating of 'BB+' to GM's amended unsecured credit facilities.
Fitch currently rates GM's Issuer Default Rating (IDR) 'BB+'.  The
Rating Outlook is Positive.  Fitch has also affirmed and withdrawn
the 'BB+' IDR of GM's General Motors Holdings LLC (GM Holdings)
subsidiary, as there is no longer any rated debt at the
subsidiary, and Fitch does not expect the subsidiary to be an
active issuer going forward.  Fitch has also withdrawn GM
Holdings' unsecured credit facility rating of 'BB+' as the
subsidiary is no longer a borrower on the facilities.

The TCR, on Nov. 6, 2014, reported that Fitch Ratings has assigned
a rating of 'BB+' to GM's proposed issuance of senior unsecured
notes.  The existing Issuer Default Rating (IDR) for GM is 'BB+'
and the Rating Outlook is Positive.


GIRA POLLI: Court Allowed $149,580 in Reduced Fees for Counsel
--------------------------------------------------------------
Judge Dennis Montali of the United States Bankruptcy Court for the
Northern District of California entered a memorandum decision on
application for allowance of compensation of the counsel in the
bankruptcy case of Gira Polli of Mill Valley.

Judge Montali ruled that the net to be allowed and paid to Cory
Birnberg, Esq., at Birnberg & Associates in San Francisco,
California -- birnberg@birnberg.com -- is $149,580.

On May 21, 2012, Gira Polli of Mill Valley, LP filed its Chapter
11 case, represented by Mr. Birnberg.  On May 25, 2012, the Debtor
filed its application to employ counsel, stating that Counsel had
"never been employed by Debtor and Debtor has only consulted with
the law firm for bankruptcy."

Judge Montali noted that the Counsel did not disclose that it was
owed any fees for prepetition work.

Following confirmation of the Debtor's modified chapter 11 plan on
August 4, 2014, the Counsel filed its first and final application
for compensation seeking approval of fees for $253,561 and costs
for $4,919.  The Counsel's fees included $45,300 for pre-
bankruptcy work that "began almost 9 months before the filing."

Tracy Hope Davis, the United States Trustee for Region 17,
objected to the Counsel's fee application on several grounds, one
of which is pertinent to the issue addressed in this memorandum
decision: that Counsel was a prepetition creditor ineligible for
employment under Section 327(a) of the Bankruptcy Code and, thus,
not entitled to compensation.

The order approving Counsel's employment was entered in error
because the Court was not provided all relevant information
pertaining to potential disqualifying conditions, specifically
that the Counsel was owed money for services rendered prepetition,
Judge Montali said.  He opined that if the Counsel's unpaid
prepetition fees had been disclosed, the Court would have returned
as defective (or "bounced") the proposed order and informed the
Counsel that it would have to waive the fees or not be employed.

Since the Court could deny all fees sought, Judge Montali said he
tempers the Court's discretion and reduced the fees in an amount
that is appropriate under the circumstances of this case.

All other objections to the fees are overruled.

The case is In re Gira Polli of Mill Valley, a Limited
Partnership, Case No. 12-31524-DM, in the U.S. Bankruptcy Court
for the Northern District of California (San Francisco).

A full-text copy of the Memorandum Decision dated November 19,
2014, is available at http://bit.ly/1zcnl1ifrom Leagle.com.

Gira Polli of Mill Valley, LP, owns an Italian restaurant known as
Gira Polli located in Mill Valley, California.


GLENTEL INC: S&P Puts 'B+' CCR on CreditWatch Positive
------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+' long-
term corporate credit rating on Burnaby, B.C.-based, multi-carrier
mobile products distributor Glentel Inc. on CreditWatch with
positive implications.

"The CreditWatch placement follows BCE Inc.'s announcement that it
has entered into a definitive agreement to acquire Glentel for
approximately C$594 million," said Standard & Poor's credit
analyst Madhav Hari.

Including debt and minority interest of C$78 million, the offer
values Glentel at C$670 million, or about 11x estimated 2014
EBITDA.

The transaction will consist of a combination of 50% cash and 50%
in BCE common shares.  BCE will fund the cash component with
available liquidity and expects to issue approximately 5.6 million
BCE common shares to fund the equity component.

The deal is subject to both Glentel shareholder and Competition
Bureau approval.  The transaction is subject to 66 2/3%
shareholder approval and the break fee is $33.6 million, although
the Skidmore family (37% ownership) has entered into agreements
with BCE to support the transaction.  BCE is required to pay C$34
million if the deal is not approved by the Competition Bureau, or
receive this if a superior offer is made and not matched by BCE.
S&P estimates a possible close by the end of the first quarter of
2015.

S&P expects to resolve the CreditWatch placement if and when the
proposed transaction goes through.  At that time, S&P will likely
rate Glentel on a consolidated basis with the higher-rated BCE
given S&P's expectation that BCE will integrate Glentel's
distribution network in Canada with its nationwide telecom
operations.


GREAT LAKES: Bid Deadline Slated for January 7, 2015
----------------------------------------------------
KPMG Inc, the court-appointed receiver of Great Lakes Inc. et al.,
invites written proposals for the purchase of the receiver's
right, title and interest, if any, in the business operations,
undertaking and assets of the companies.  The assets offered for
sale are:

   -- real estate and buildings;
   -- manufacturing operations, inventory and equipment;
   -- all others assets (e.g. goodwill, accounts, receivable,
      choses in action, assumed contract, etc.)

All proposals must be sealed and received in writing by:

     KPMG Inc.
     Suite 4600, 333 Bay Street
     Toronto, Ontario MSH 2S5

no later than 10:00 a.m. (EST) on Jan. 7, 2015.

Interested parties are advised that the receiver's sale process in
respect of the companies' assets include a stalking horse bid,
which is available at http://is.gd/wjRKXx

All proposals must be accompanied by a refundable deposit of at
least 10% of the purchase price offered and conform to the terms
and conditions set out by the receiver.

To obtain further details, contact either:

  Mr. George Bourikas
  Tel: (416) 777-8887
  E-mail: gbourikas@kpmg.ca

       - or -

  Mr. Robyn Duwyn
  Tel: (905) 523-2248
  E-mail: rduwyn@kpmg.ca


GREAT NORTHERN PAPER: Judge Approves Compromise
-----------------------------------------------
Portland Press Herald reported that U.S. Bankruptcy Judge Louis H.
Kornreich in Bangor, Maine, has approved a compromise between
bankrupt Great Northern Paper and its creditors that sets aside a
portion of the expected receipts from the sale of the East
Millinocket mill for dozens of unsecured creditors.

According to the report, Judge Kornreich allowed the sale of Great
Northern Paper's to go ahead.  A "carve out" from the proceeds of
the sale will provide funds to the company's unsecured creditors,
which collectively are owed $22.6 million, including many
businesses in the Katahdin region that were never paid for goods
and services, the report related.

                  About Great Northern Paper

Headquartered in Millinocket, Maine, Great Northern Paper, Inc.,
one of the largest producers of groundwood specialty papers in
North America, filed for chapter 11 protection on January 9, 2003
(Bankr. Maine, Case No. 03-10048).  Alex M. Rodolakis, Esq., and
Harold B. Murphy, Esq., at Hanify & King, P.C., represented the
Debtor.  When the Company filed for chapter 11 protection, it
listed debts and assets of more than $100 million each.  In early
2003, Belgravia purchased substantially all of the Debtor's assets
for approximately $75 million.  The Maine Bankruptcy Court
converted the Debtor's case to a chapter 7 liquidation proceeding
on May 22, 2003.  Gary M. Growe was the chapter 7 Trustee for the
Debtor's estate.  Jeffrey T. Piampiano, Esq., at Drummond Woodsum
& MacMahon represented the chapter 7 Trustee.

GNP Maine Holdings LLC, dba Great Northern Paper Company, filed a
voluntary petition for Chapter 7 bankruptcy on Sept. 22 (Bankr. D.
Del. Case No. 14-12179) in Wilmington, Delaware.  The next day,
three of Great Northern's trade creditors filed an involuntary
Chapter 7 petition (Bankr. D. Maine Case No. 14-10756).


GRETTER AUTOLAND: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                       Case No.
     ------                                       --------
     Gretter Autoland, Inc.                       14-02831
     201 Airport Rd.
     Washington, IA 52353

     Gretter Ford Mercury, Inc.                   14-02832
     201 Airport Rd.
     Washington, IA 52353

     Gretter Chevrolet Company                    14-02833
     201 Airport Rd.
     Washington, IA 52353

Chapter 11 Petition Date: December 1, 2014

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

Debtors' Counsel: Bradley R Kruse, Esq.
                  BROWN WINICK GRAVES GROSS BASKERVILLE &
                     SCHOENEBAUM PLC
                  666 Grand Ave, Ste 2000
                  Des Moines, IA 50309-2510
                  Tel: (515) 242-2460
                  Fax: (515) 323-8560
                  E-mail: brk@brownwinick.com

                                  Estimated    Estimated
                                    Assets    Liabilities
                                 ----------   -----------
Gretter Autoland                 $1MM-$10MM    $1MM-10MM
Gretter Ford Mercury             $100K-$500K   $1MM-$10MM
Gretter Chevrolet                $100K-$500K   $1MM-$10MM

The petitions were signed by Thomas D. Gretter, president.

A list of Gretter Autoland's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/iasb14-02831.pdf

A list of Gretter Ford Mercury's 14 largest unsecured creditors is
available for free at http://bankrupt.com/misc/iasb14-02832.pdf

A list of Gretter Chevrolet's 14 largest unsecured creditors is
available for free at http://bankrupt.com/misc/iasb14-02833.pdf


GRIDWAY ENERGY: Gets Approval of Settlement with Lender Vantage
---------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Glacial Energy Holdings got approval of a
settlement under which lender Vantage Commodities Financial
Services I LLC will fund an orderly wind-down.

According to the report, under the settlement, Vantage is
releasing some of its collateral for specific uses and agreeing to
fund specified amounts to resolve disputes with the company.
About $4.1 million in funding from Vantage will be used to pay
pre-default expenses, cover professional fees, pay incentive
bonuses to several executives, and allow for an orderly wind-
down, the report related.

                       About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP.  They employed Omni
Management Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.

The Creditors' Committee is represented by Sharon Levine, Esq.,
and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and
Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner
Law Group LLC.

Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.


GROUP HEALTH: S&P Raises Counterparty Credit Rating From 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit and financial strength ratings on Group Health
Cooperative and its core operating subsidiaries to 'BBB-' from
'BB+'.  The outlook on the group is positive.

The upgrade primarily reflects the company's continued improvement
in operating performance, as exhibited through third-quarter 2014
generally accepted accounting principles (GAAP) operating income
of $117.2 million, translating to a return on revenue (ROR) of
4.2%.  This is primarily driven by continued improvement in Group
Health's care-management expense synergies and profitable growth
in some membership lines of business.  Group Health's continued
earnings momentum improved EBITDA fixed-charge coverage to 10.8x
as of third-quarter 2014 from 10.0x as of year-end 2013.

"The positive outlook indicates that we are likely to raise the
ratings an additional notch during the next 12 to 24 months.  This
would be based on sustained improvement in the company's operating
performance, capitalization, and fixed-charge coverage.  This
improvement would be driven by stability in the company's out-of-
network utilization, profitable growth in membership, and
continued top-line growth resulting in statutory capital
accretion.  We expect Group Health to report adjusted GAAP EBIT in
excess of $100 million in 2014 and 2015, with further top-line
growth through 2016, which would translate into a ROR of more than
3%, with capitalization remaining redundant at our 'AA' ratings
confidence level.  We also expect fixed-charge coverage to remain
strong at more than 9.0x, with financial leverage (including
leases and unfunded post-retirement liabilities) less than 35%,"
S&P said.

S&P could affirm the current ratings if the company's adjusted
EBIT were to decrease to less than $85 million, resulting in a
sustained ROR between 1.5% and 2.0%.  This would result from
increases in utilization or use of out-of-network providers.  S&P
could also affirm the ratings if capitalization were to decrease
to less than its 'AA' ratings confidence level, or if financial
leverage were to increase to more than 35% with fixed-charge
coverage of less than 5.0x.


GROVE PLAZA: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Grove Plaza D, L.L.C.
        500 Northpoint Parkway, Suite 300
        West Palm Beach, FL 33407

Case No.: 14-36317

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: December 1, 2014

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

Judge: Hon. Erik P. Kimball

Debtor's Counsel: Nathan G Mancuso, Esq.
                  MANCUSO LAW, P.A.
                  7777 Glades Rd # 100
                  Boca Raton, FL 33434
                  Tel: (561) 245-4705
                  E-mail: ngm@mancuso-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mr. Dale Goldstein, manager.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb14-36317.pdf


HANSEN MEDICAL: Incurs $15.6-Mil. Net Loss for Q3
-------------------------------------------------
Hansen Medical, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $15.6 million on $3.88 million of total revenues for the
three months ended Sept. 30, 2014, compared to a net loss of $13.2
million on $5.07 million of total revenues for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed
$63.7 million in total assets, $44.7 million in total liabilities
and total stockholders' equity of $18.9 million.

As of Sept. 30, 2014, the Company's cash, cash equivalents, short-
term investments and restricted cash balances were $41.5 million.
The Company incurred a net loss of $42.3 million and negative cash
flows from operations of $32.6 million for the nine months ended
Sept. 30, 2014.  In addition, the Company is also subject to
minimum liquidity requirements under its existing borrowing
arrangements with White Oak Global Advisors, LLC which require the
Company to maintain $15.0 million in liquidity at all times,
consisting of at least $13.0 million in cash, cash equivalents and
investments, of which $5.0 million is required to be restricted
subject to lenders' control, and $2.0 million in accounts
receivable.  Based on the Company's current operating projections,
the Company does not have sufficient liquidity to meet its
anticipated cash requirements through the next twelve months.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.

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

                       http://is.gd/mtC1f7

Hansen Medical develops, manufactures and markets a new generation
of medical robotics designed for accurate positioning,
manipulation and stable control of catheters and catheter-based
technologies.


HARVEST OPERATIONS: S&P Cuts CCR to 'B' on Weak Fin. Risk Profile
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Calgary, Alta.-based exploration and
production company Harvest Operations Corp. (HOC) to 'B' from
'B+'.  The outlook is stable.  Standard & Poor's also lowered its
debt rating on the company's senior unsecured debt to 'B+' from
'BB-'.  The recovery rating on the senior unsecured debt is
unchanged at '2'.  Standard & Poor's also affirmed its 'A+' rating
on Harvest's guaranteed senior unsecured debt issue.  The 'A+'
debt issue rating reflects the full and irrevocable guarantee
provided by Harvest's parent company, Korea National Oil Corp.

"Our decision to downgrade Harvest reflects our view of the
company's weakened financial risk profile, which we do not believe
will strengthen during our 2015-2016 rating forecast period," said
Standard & Poor's credit analyst Michelle Dathorne.  "Based on the
company's full-cycle cost structure, Harvest has not been able to
generate sufficient cash flow to internally fund its exploration
and development spending.  Under our current hydrocarbon price
assumptions, we estimate the company will continue to generate
negative free operating cash flow, even if it limits its spending
to maintenance levels.  As a result, we believe the company's
financial risk profile will remain consistent with the 'B' credit
rating throughout our rating forecast period," Ms. Dathorne added.

In S&P's opinion, HOC's "vulnerable" business risk profile
reflects its weakened operating efficiency, due to the recent
increase in the company's full-cycle costs, and below-average
profitability metrics.

S&P views HOC's financial risk profile as "highly leveraged,"
reflecting its forecast negative free operating cash flow and
weakened cash flow adequacy and leverage metrics.

The stable outlook on Harvest reflects S&P's view that the
company's business and financial risk profiles, although weakened
from S&P's previous assessments, should remain unchanged during
its 2015 rating outlook period.  Based on S&P's forecast of the
company's spending during the 2015-2016 forecast period, it
expects its cash flow adequacy and leverage metrics, specifically
its three-year weighted average debt to EBITDA, will remain at
about 7x, which is consistent with a highly leveraged financial
risk profile.  Given the anticipated capital spending during S&P's
cash flow forecast period, it do not expect HOC's business risk
profile will either strengthen or deteriorate.

S&P would lower the rating, if HOC's business risk profile
deteriorated as a result of continued asset dispositions, such
that it materially weakened the scale, scope, and diversity of the
company's upstream operations.  A negative rating action could
also occur, if the company's liquidity position deteriorated from
S&P's current assessment.

Although S&P does not believe a positive rating action is likely
during 2015 and 2016, it could raise the rating, if HOC's
financial risk profile strengthened materially relative to S&P's
current forecasts.  Specifically, if the company's fully adjusted
weighted average debt to EBITDA fell below 4.0x on a sustained
basis, and funds from operations to debt increased and was
expected to remain above 20%, its financial risk profile would
strengthen sufficiently to support a 'B+' credit rating, assuming
all other factors supporting its credit profile remain unchanged.
A positive rating action could also occur if HOC's operating
efficiency and overall profitability profile strengthens.


IRISH BANK: Gets Thumbs-Up For Sale Of Blackrock Clinic Loans
-------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave Irish Bank
Resolution Corp. the nod to sell loans secured by equity in
Ireland's Blackrock Clinic to a company owned by beef mogul Larry
Goodman, rejecting opposition from a hospital shareholder and
saying the evidence the sale was fair was "overwhelming."

According to the report, U.S. Bankruptcy Judge Christopher S.
Sontchi allowed IBRC to remarket the loans after that top bid
evaporated.  Judge Sontchi also overruled objections to the sale,
including from Dr. Joseph Sheehan, a Blackrock Clinic shareholder
and unsuccessful bidder for the loans who had won an earlier
auction for them in the spring with a EUR24 million ($29.7
million) offer but failed to close when he lost financial backing.

As previously reported by The Troubled Company Reporter, citing
Law360, reported that Dr. Sheehan urged the bankruptcy court to
hold an open auction to IBRC's "secretive" sale process of loans
secured by equity in the hospital, and questioned the proposed
purchaser's relationship with the accounting firm where the
special liquidators are partners.

                   About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.

Kieran Wallace and Eamonn Richardson of KPMG have been named the
special liquidators.


JR PRODUCE INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: JR Produce, Inc.
        11410 Cedar Oak Dr.
        El Paso, TX 79936

Case No.: 14-31947

Chapter 11 Petition Date: December 1, 2014

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Hon. Christopher Mott

Debtor's Counsel: Aldo R Lopez, Esq.
                  JAMES & HAUGHLAND, P.C.
                  609 Montana Ave.
                  El Paso, TX 79902
                  Tel: 915-532-3911
                  Fax: 915-541-6440
                  E-mail: alopez@jghpc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Oscar Gonzalez, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb14-31947.pdf


KEY ENERGY: Moody's Cuts CFR to B1 & Changes Outlook to Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Key Energy Services, Inc.'s
Corporate Family Rating (CFR) to B1, senior unsecured notes rating
to B2, and lowered its Speculative Grade Liquidity Rating to SGL-
3. The outlook was changed to negative.

"The downgrade reflects weak earnings prospects of Key Energy in
2015 leading to significantly higher leverage, substantial legal
expenses related to Foreign Corrupt Practices Act (FCPA)
investigations that Moody's expects to continue at least through
mid 2015, and diminished liquidity," said Sajjad Alam, Moody's
Assistant Vice President. "The negative outlook reflects the
uncertainty around the resolution of the FCPA allegations and the
company's ability to maintain sufficient headroom under its credit
agreement financial covenants."

Issuer: Key Energy Services, Inc.

Downgrades:

Corporate Family Rating, Downgraded to B1 from Ba3

Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

US$675 Million 6.75% Senior Unsecured Notes, Downgraded to B2
(LGD4) from B1 (LGD4)

Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2

Outlook Actions:

Change to Negative from Stable

Ratings Rationale

Key Energy's earnings have fallen sharply in 2014 relative to
historical levels. As of September 30, 2014, the company's
trailing twelve month adjusted EBITDA was $180 million compared to
$279 million in 2013 and $445 million in 2012. Consequently,
leverage metrics have deteriorated sharply and now are more
comparable to Caa rated oilfield services (OFS) companies. The
company's adjusted debt to EBITDA ratio of 4.8x is considered very
high given the highly volatile nature of the OFS sector. Leverage
will increase to well over 5x in 2015 as revenue growth seems
improbable and FCPA related charges continue to weigh on earnings.
While the company's domestic well servicing and fishing and rental
businesses are still generating adequate returns, the coiled
tubing, fluids logistics and Mexico operations are facing
challenges. If global oil prices remain under pressure over a
protracted period, Key Energy could see further degradation in
credit metrics.

The SGL-3 Speculative Grade Liquidity Rating reflects Moody's view
that Key Energy will have to obtain an amendment from its bank
group to allow more covenant headroom and ongoing access to its
revolving credit facility. While the company was in compliance
with all three of its financial covenants at September 30, 2014,
it had very limited headroom for prospective compliance under the
interest coverage covenant (minimum 3x) and the debt to
capitalization covenant (maximum 45%).Given the company's
substantial asset base and limited balance on the revolver ($80
million drawn at September 30, 2014), the company should be able
get the necessary amendments from its lenders. The $550 million
revolving credit facility had $162 million of availability (based
on the debt to capitalization covenant constraints) as of
September 30, 2014, and it matures on March 31, 2016.

The structurally superior position of the $550 million senior
secured credit facility relative to the company's unsecured senior
notes causes the notes to be rated one-notch below the B1 CFR.

Key Energy's B1 CFR reflects its moderate scale, diversified well-
site service offerings and customer base. Key Energy provides a
diversified and technologically advanced suite of services
predominately to upstream Exploration and Production (E&P)
companies. Notwithstanding its significant concentration in the US
onshore market, it has a wider geographic reach compared to
smaller, regional competitors and continues efforts to diversify
across international markets. The rating is restrained by Key
Energy's exposure to the highly cyclical drilling and services
activity tied to fluctuations on oil and natural gas prices, high
leverage metrics driven by weaker margins due to activity
disruptions and ongoing equipment mobilization expenses within its
international businesses, and diminshed liquidity.

The outlook could change to stable when the FCPA issues are
resolved, the company achieves more meaningful covenant cushion
and the revolver maturity has been extended. The rating could be
downgraded if covenant challenges continue to linger or if FCPA
costs increase significantly or continue beyond mid-2015. Given
Moody's negative outlook on the OFS industry and Key Energy's weak
EBITDA prospects for the next twelve months, Moody's don't
anticipate an upgrade in 2015.

The principal methodology used in this rating was the Global
Oilfield Services Rating Methodology published in December 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.

Key Energy Services is a Houston, Texas-based oilfield service
company with operations in most major operating basins in the
continental US as well as in Mexico, South America, the Middle
East, Russia, and Canada.


LAFAYETTE YARD: Chapter 11 Case Closed Nov. 21
----------------------------------------------
U.S. Bankruptcy Judge Michael B. Kaplan has ordered that the
Chapter 11 case of Lafayette Yard Community Development
Corporation is closed effective on Nov. 21, 2014.

The Bankruptcy Court earlier entered an order dated April 10,
2014, approving the Disclosure Statement dated Feb. 26, 2014, and
confirming Lafayette Yard Community Development Corporation's
First Amended Chapter 11 Plan of Liquidation.

The Amended Disclosure Statement provides for, among other things,
the change from Plan of Reorganization to Plan of Liquidation.  A
copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/LafayetteYard_AmendedDS.pdf

                      About Lafayette Yard

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 13-30752) on Sept. 23,
2013.  The hotel went into bankruptcy when the city of Trenton and
the state declined to continue covering losses.

The 197-room hotel opened in 2002 and needs renovation, according
to court papers. Situated on 3.7 acres, it's owned by not-for-
profit Lafayette Yard Community Development Corp.  There is $29.9
million in long-term debt, including $14.4 million in tax-exempt
bonds.

The Debtor is represented by Gregory G. Johnson, Esq., at
Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.

Lafayette Yard Development Corporation $432,633 in assets and
$33,583,834 in liabilities as of the Chapter 11 filing.

The Bankruptcy Court entered an order dated April 10, 2014,
approving the Disclosure Statement dated Feb. 26, 2014, and
confirming Lafayette Yard Community Development Corporation's
First Amended Chapter 11 Plan of Liquidation.

The Amended Disclosure Statement provides for, among other things,
the change from Plan of Reorganization to Plan of Liquidation.

The U.S. Trustee has selected three creditors to serve on the
Official Committee of Unsecured Creditors.


LEON HALL: Application to Employ Eron Law as Counsel Granted
------------------------------------------------------------
Judge Dale L. Somers of the United States Bankruptcy Court for the
District of Kansas granted Leon Hall's application for engagement
of counsel with modifications.

On July 8, 2014, one day following the filing of the petition in
the Chapter 11 case, debtor Leon Hall filed his Application by
Debtor for the Engagement of Counsel.  Mr. Hall sought approval of
the employment of Eron Law, P.A., under Section 327 of the U.S.
Bankruptcy Code, effective November 1, 2013, on a contingency fee
basis under Section 328(a), or alternatively at the rate of $450
per hour.

Leo Hall, a creditor and father of the Debtor, and the United
States Trustee filed objections.  An evidentiary hearing was held
on October 22, 2014.  The Debtor, the United States Trustee and
Creditor Leo Hall appeared in person or through their counsel.

The U.S. Trustee argued in its objection that Eron Law is not
disinterested, as required for appointment under Section 327,
because it has a claim for approximately 140 hours of prepetition
services, and that the cure is for Eron Law to become
disinterested by waiver of its claim.  The United States Trustee
also opposed approval of a contingency based fee and suggested
that if the Court approves the employment of Eron Law, it should
be at the firm's customary hourly rate, with the total fee being
subject to review under the reasonableness standard of Section
330.

In his brief, Leo Hall argues that Eron Law should be compensated
on an hourly basis normally charged by Chapter 11 counsel in
Wichita, Kansas, where Eron Law's office is located.

The case is In re: Leon Francis Hall, Case No. 14-21588, in the
United States Bankruptcy Court for the District of Kansas.

A full-text copy of the November 19, 2014 Memorandum Opinion and
Order is available at http://bit.ly/12hHSHPfrom Leagle.com.

Leon Hall is a farmer.  Until recently, when he became estranged
from his father, the Debtor farmed with his father, Leo Hall.
Currently the Debtor is employed part time helping out the farmer
who is leasing the Debtor's farmland.


LONGVIEW POWER: Gets Wins on 3 Bankruptcy Appeals
-------------------------------------------------
Law360 reported that a Delaware federal judge handed Longview
Power LLC a trio of victories, affirming the bankruptcy court's
related decisions to approve a settlement reducing $360 million in
mechanic's liens, to stay a California lawsuit over $800 million
in insurance, and to keep that fight within the Chapter 11 case.

According to the report, the decisions came from U.S. District
Judge Leonard P. Stark during oral arguments on the appeals in the
coal plant operator's bankruptcy, and unless taken to the Third
Circuit, the bankruptcy court's connected rulings will stand.

                   About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of Sept. 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


MF GLOBAL: Execs Seek to Tap $7.5M More in E&O Coverage
-------------------------------------------------------
Law360 reported that executives of bankrupt MF Global Inc. asked a
New York bankruptcy judge to give them access to an additional
$7.5 million worth of errors and omissions insurance coverage for
legal bills from lawsuits connected to their involvement in the
company's downfall.  According to the report, the individual
insureds of the company -- including former New Jersey Gov. Jon
Corzine, who was the company's CEO -- were granted access to $200
million in directors and officers coverage in September.

                         About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MOMENTIVE PERFORMANCE: Creditors Slam Mootness Claims In Appeal
---------------------------------------------------------------
Law360 reported that senior and subordinated creditors of private-
equity backed Momentive Performance Materials Inc. urged a New
York bankruptcy judge not to deem their appeals from Momentive's
Chapter 11 plan equitably moot, arguing that sustaining their
claims would not unravel the company's reorganization.

According to the report, in a brief filed in federal bankruptcy
court in New York, attorneys for senior noteholders said the
doctrine of equitable mootness was meant to protect "innocent
third parties from the consequences of unwinding transactions on
which they relied."

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The Court entered an order confirming the Plan on Sept. 11, 2014.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance Materials Inc. and The
Bank of New York Mellon Trust Company, National Association, is
represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of December 4, 2006, among Momentive
Performance Materials Inc., the Guarantors named in the Indenture,
and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5%
Senior Subordinated Notes due 2016 -- is represented in the case
by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of October 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance Materials
Inc. and guaranteed by certain of the debtors -- is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

Momentive Performance Materials Inc. and its debtor-affiliates
notified the U.S. Bankruptcy Court for the Southern District of
New York that their joint Chapter 11 plan of reorganization became
effective as of Oct. 24, 2014, at 4:00 p.m. (prevailing Eastern
Time).  The Court confirmed their joint plan on Sept. 11, 2014.


MONTREAL MAIN: Trustee Casts Wide Net for Cos. to Pay Victims
-------------------------------------------------------------
Judy Harrison, writing for Bangor Daily News, reported that the
bankruptcy trustee in the Montreal, Maine, and Atlantic Railway
case is casting a wide net in an effort to reach into deep
corporate pockets to create a fund to compensate victims and help
pay the enormous costs related to the Lac-Megantic rail disaster
in Quebec last year.

According to the report, in September, Robert Keach of Portland
asked a federal bankruptcy judge to order nine international
companies to turn over all documents that discuss the sale of
crude oil obtained from the Bakken Foundation in North Dakota,
then, shipped by truck and rail into and across Canada.

U.S. Bankruptcy Judge Louis Kornreich has approved the motion,
compelling ConocoPhillips, Shell Trading U.S. Co., Arrow Midstream
Holdings LLC, Enersrco Energy LLC, InCorr Energy Group LLC,
Marathon Oil Corp., Oasis Petroleum Inc. and QEP Resources Inc. to
turn documents over to the trustee, the report related.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq.  Development Specialists, Inc., serves
as the Chapter 11 trustee's financial advisor.  Gordian Group,
LLC, serves as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.  MM&A Canada is represented by
Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation
for property that was damaged when much of the town burned.
Former U.S. Senator George Mitchell, a Democrat who represented
Maine in the U.S. Senate from 1980 to 1995 and who is now chairman
emeritus of law firm DLA Piper LLP, would administer the plan and
lead the effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.


NAARTJIE CUSTOM: Finds a Buyer for South African Stores
-------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Naartjie Custom Kids Inc., a designer of
children's clothing, accessories, and footwear, found a buyer
willing to pay $2.7 million for intellectual property and stores
in South Africa.

According to the report, Naartjie will pursue court approval to
sell the South African stores as a going concern to Truworths
Ltd., along with intellectual property and its e-commerce
business.

                   About Naartjie Custom Kids

Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666).  The case is assigned to Judge William T. Thurman.

The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP as its counsel.  Ray Quinney &
Nebeker P.C. serves as local counsel.  FTI Consulting, Inc. serves
as its financial advisor.


NATIONAL HERITAGE: Judgment in Favor of Mancillases Reversed
------------------------------------------------------------
The Court of Appeals of Texas, Thirteenth District, Corpus Christi
and Edinburg, reversed the trial court's order granting the
Mancillases' motion for summary judgment in the appellate case
styled American General Life Insurance Company v. Juan J.
Mancillas, M.D., et al., Case No. 13-13-00234-CV.  The Court of
Appeals also rendered judgment that because no contract arose from
the August 18, 2008 offer, American General is entitled to summary
judgment.

American General appeals the trial court's summary judgment in
favor of appellees Juan J. Mancillas, M.D. and Sylvia Mancillas,
individually, and as next friends of Carlo Landa Mancillas and
Omar Landa Mancillas.  The case is the last in a series of four
lawsuits filed by the Mancillases against American General.

In 2005, the Mancillases filed the original lawsuit (Mancillas I)
against American General, the National Heritage Foundation, Inc.,
and others related to the interests of two life insurance
contracts.  The Mancillases eventually obtained an approximately
$9 million jury verdict against the National Heritage Foundation
and another party related to the claims brought forth in
Mancillas I.

On August 18, 2008, American General and the Mancillases settled
Mancillas I by a Rule 11 agreement, in which American General
agreed to pay the Mancillases $150,000 for a dismissal and the
release of all claims against it.  On that same day, American
General made a separate offer to rescind the policies in dispute
in Mancillas I.

On January 17, 2012, American General filed a motion for summary
judgment on the ground that the Mancillases' claims were based
upon unenforceable oral promises.  The Mancillases filed a
response to American General's motion, as well as their own motion
for summary judgment, asserting that they accepted American
General's August 18, 2008 offer when they secured the surrender of
both life insurance policies.  The trial court denied American
General's motion and subsequently granted the Mancillases' motion
for summary judgment, after concluding that an agreement was
formed from the August 18, 2008 offer when the Mancillases
obtained the surrenders on the two life insurance policies.  The
Mancillases then nonsuited their fraud and promissory estoppel
claims.  This appeal followed.

A full-text copy of the Memorandum Opinion dated November 20,
2014, is available at http://bit.ly/1FJVJ7Hfrom Leagle.com.

American General Life Insurance Company provides insurance
services. The Company offers annuities, health, life, and long-
term care insurance products. American General Life Insurance
Company also offers affinity benefit and employee benefit
solutions for businesses.

                 About National Heritage Foundation

Falls Church, Virginia-based National Heritage Foundation, Inc. --
http://www.nhf.org/-- is a non-profit tax-exempt charitable
institution that administers and maintains Donor-Advised Funds.
These are funds in which donors relinquish all right and interest
in the assets they donate.  The sponsoring charitable organization
-- NHF -- owns and controls all of the donated assets, although
donors retain the right to make non-binding recommendations
regarding the use of the assets.

NHF filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va.
Case No. 09-10525) on Jan. 24, 2009 after a state court entered a
multimillion dollar judgment against it.  Alan Michael Noskow,
Esq., at Patton Boggs LLP, assisted the Company in its
restructuring effort.  The Company estimated more than $100
million in assets and $1 million to $100 million in debts.

The Bankruptcy Court entered an Order confirming the Debtor's
Fourth Amended and Restated Plan of Reorganization on Oct. 16,
2009.


NAUTILUS HOLDINGS: Fine-Tunes Proposed Reorganization Plan
----------------------------------------------------------
Nautilus Holdings Limited, et al., in November filed an amended
version of their proposed Joint Plan of Reorganization and
explanatory Disclosure Statement.

The Amended Plan does not provide for major changes to the
proposed treatment of claims and interests.  The Amended Plan
incorporates the agreement with lender HSH Nordbank AG ("HSH")
with respect to the so-called "HSH bilateral facilities."

Some additions to the Plan include:

    -- The Plan provides that on, or as soon as reasonably
practicable after, the Effective Date, each Holder of an Allowed
Class 8 HSH-YM Facility Claim shall receive, in full and final
satisfaction, settlement, release, and discharge of, and in
exchange for, such Claim, its pro rata share of loans under the
amended and restated financing facility to be entered into between
Reorganized Debtors Able Challenger Limited, Magic Peninsula
Limited, Metropolitan Vitality Limited, and Superior Integrity
Limited and the Holders of Allowed HSH-YM Facility Claims.

   -- In exchange for, inter alia, the releases and the treatment
of the equity interests in NHL under the Plan, Elektra Limited,
Reminiscent Ventures S.A., and Synergy Management Services Limited
(the Equity-Related Entities) have made the following
contributions, among others, to the Plan and to the overall
restructuring process:

       (A) agreeing to provide a subordinated debtor in possession
facility at a low interest rate in an amount up to $5 million for
the to provide the Debtors with immediate access to cash to use in
connection with their restructuring efforts;

       (B) acquiring the shares of NHL and NH2L from the Class B
and Class C shareholders, thereby enabling the Debtors to
streamline their restructuring efforts and focus their attention
on their prepetition secured obligations;

       (C) in general supporting and participating in the
restructuring process while providing unfettered access for the
Debtors' professionals to the books and records maintained by
Synergy for the benefit of the Debtors to enable the Debtors to
fulfill their obligations as debtors in possession without any
corresponding remuneration to their employees;

       (D) agreeing to support a consensual plan without
challenging valuation issues;

       (E) with respect to the restructuring of the DVB 1 Facility
and the DVB 2 Facility: (i) a shortfall guaranty of up to $2.5
million on a revolving basis; (ii) a reduction of the management
fee payable to Synergy by DVB borrowers to $25,000 per vessel per
month  (subject to annual adjustment for inflation); and (iii) a
return of that portion of the Synergy management fee paid by the
MH Debtor and GK Debtor and pooled at NHL (i.e., 40% of amounts
upstreamed by those Debtors for payment of the Synergy management
fee since commencement of these Chapter 11 Cases) to those Debtors
(subject to amounts used to repay the debtor-in-possession
financing facility, as set forth in the DVB Term Sheet) and (F)
with respect to the restructuring of the other Secured Credit
Facilities, a reduction of the management fee payable to Synergy
by each of the borrowers and/or reorganized Vessel-owning entities
(as applicable).

   -- In the event the vessels securing the F-C Credit Agreements
are not turned over to the respective lenders thereunder by
January 31, 2015, the Debtors shall pay the fees and expenses of
Seward & Kissel LLP and Lazard beginning on February 1, 2015,
provided, however, that such fees and expenses shall be
reasonable and documented and the Debtors' responsibility
therefore shall not be for any fees and expenses incurred beyond
the date of a transfer of the vessels.

   -- On the Effective Date, Miltons Way Limited, Findhorn Osprey
Limited, Earlstown Limited, Floral Peninsula Limited, and
Resplendent Spirit Limited shall be deemed dissolved under
applicable law for all purposes without the necessity for any
other or further actions to be taken by or on behalf of such
debtors.

   -- On or prior to Dec. 22, 2014, the Debtors will file the Plan
Supplement, which consists of the compilation of documents and
forms of documents, schedules and exhibits to the Plan

Copies of the Amended Plan and Disclosure Statement filed Nov. 19,
2014 are available for free at:

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

                 About Nautilus Holdings Limited

Nautilus Holdings Limited and 20 affiliated companies, including
Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in
White Plains, New York, on June 23, 2014.

The affiliates are Nautilus Holdings No. 2 Limited; Nautilus
Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited;
Nautilus Shipholdings No. 3 Limited; Able Challenger Limited;
Charming Energetic Limited; Dynamic Continental Limited; Earlstown
Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden
Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour
Limited; Metropolitan Vitality Limited; Miltons' Way Limited;
Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit
Limited; Superior Integrity Limited; and Vivid Mind Limited.

The Debtors' cases have been assigned to Judge Robert D. Drain,
and are being jointly administered for procedural purposes.

Hamilton, Bermuda-based Nautilus estimated $100 million to $500
million in assets and debt.  Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock.  Nautilus has tapped Jay
Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and
Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, as counsel; and AP Services, LLC, as financial
advisor.  Epiq Bankruptcy Solutions LLC serves as the claims and
noticing agent.

Nautilus Holdings, et al., have proposed a Chapter 11 Plan that is
the product of negotiations between the Debtors and certain of the
prepetition secured lenders.  The Debtors are targeting a January
2015 confirmation of the Plan.

On Oct. 17, 2014, the Bankruptcy Court granted an extension of the
Debtors' exclusive solicitation period, and the Debtors were
granted the exclusive right to solicit votes through and including
Jan. 15, 2015.


NAUTILUS HOLDINGS: HSH Syndicate Only "Holdout" Lender Under Plan
-----------------------------------------------------------------
In their omnibus reply to objections to their proposed Disclosure
Statement, Nautilus Holdings Limited, et al., tell the Bankruptcy
Court that they have reached agreements with most of the lenders
and therefore continue to anticipate a bankruptcy exit by January
2015.

Counsel to the Debtors, Jay M. Goffman, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, notes that as the Debtors previously
have advised the Court, their international shipping enterprise is
managed as a unitary enterprise by one management company and is
comprised of two holding companies, three intermediate holding
companies and 16 entities which hold vessels that collectively
serve as collateral for six different lending facilities to four
different groups or "silos" of lenders.  The Court previously
approved a restructuring support agreement entered into by the
Debtors and one of those lenders, DVB Bank SE, in connection with
the consensual terms of a restructuring regarding two of those six
facilities.

The Debtors are pleased to advise the Court that they have since
reached agreement with an additional lender with respect to two
more facilities -- HSH Nordbank AG ("HSH") with respect to the so-
called "HSH bilateral facilities."  Additionally, the Debtors are
close to reaching an agreement on economic terms with Citibank
International Limited, as agent with respect to the "Citi
facility," and expect to document same upon agreement.
Accordingly, the Debtors believe there will be only one holdout
lender under one facility that does not consent to payment of its
claim in full under the Plan: the so-called HSH syndicate facility
(the "Syndicate").

Under the terms of the agreement relating to each of the HSH
bilateral facilities, and an expected agreement with Citibank
regarding the Citi facilities, the Debtors have agreed to
transition control of the relevant vessel collateral in an orderly
fashion, while obtaining financial concessions from HSH that will
enable the Debtors to make payment on account of their general
unsecured claims, the unpaid balance of the debtor-in-possession
lending facility provided by affiliate of the Debtors, and costs
of administration, while also providing for continued management
of certain of the vessels by the Debtors' existing manager.  The
agreement with HSH is incorporated into the Amended Plan, which
already reflects the agreement with DVB.  The Debtors therefore
continue to anticipate moving towards a confirmation hearing and
effective date by January 2015, consistent with their term sheet
with DVB and agreement with all of the lenders under the cash
collateral order.

The Plan otherwise proposes to pay claims held by the hold-out
lenders in the Syndicate in full in accordance with the terms of a
restructured lending facility that includes a proposed interest
rate consistent with this Court's recent ruling in the In re MPM
Silicones LLC chapter 11 case.  While distressed liquidation
values of the vessels securing this facility are less than the
face amount of the Syndicate claims, each of the five vessels in
this silo has the benefit of a long-term, above-market charter
that will allow the reorganized Debtors to amortize the full
amount of the restructured Syndicate facility over time, including
via proceeds from the refinancing or ultimate disposition of the
vessels at the maturity of the facility, which is consistent with
lending practices in the maritime industry.  The Debtors, with the
assistance of their financial and legal advisors, will be prepared
to show at confirmation that the proposed treatment is both
feasible and fair and equitable to holders of the Syndicate
facility claims.

Mr. Goffman points out that the Syndicate nonetheless asserts that
the Disclosure Statement should not be approved because, in its
view, the Plan is patently unconfirmable.  In doing so, it raises
two primary objections:

   -- First, it asserts that the Plan violates the absolute
priority rule by allowing existing equity holders to retain 100%
of the interests in the Syndicate silo without requiring existing
equity to contribute new value.  But as noted, the Plan is not a
new value plan -- it provides for payment in full of the Syndicate
facility. Accordingly, there is no violation of the absolute
priority rule.

    -- Second, the Syndicate asserts that the accepting votes of
lenders outside its collateral silo or general unsecured creditors
cannot be used as an acceptance of the Plan for purposes of
cramming down the Syndicate in the event it rejects its proposed
treatment. However, that is not the law in this District, nor is
it consistent with the facts of this case or the policies
underlying the Bankruptcy Code.  To the contrary, courts in this
District are consistent in their view that a plan, whether or not
it contemplates substantive consolidation, can be confirmed so
long as one impaired class accepts; there need not be an accepting
class at each entity.

According to Mr. Goffman, the Syndicate fails to establish that
the Plan is unconfirmable on its face.  The Syndicate may disagree
with the Plan's classification scheme and the Debtors' projections
and hence, the Plan's feasibility, but these are factual matters
reserved exclusively for confirmation, not for consideration at a
hearing on approval of a disclosure statement.

A full-text copy of the Debtor's court filing is available for
free at:

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

Counsel for the Debtors can be reached at:

         SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
         Jay M. Goffman, Esq.
         Mark A. McDermott, Esq.
         Shana A. Elberg, Esq.
         Suzanne D.T. Lovett, Esq.
         Four Times Square
         New York, NY 10036
         Tel: (212) 735-3000

                 About Nautilus Holdings Limited

Nautilus Holdings Limited and 20 affiliated companies, including
Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in
White Plains, New York, on June 23, 2014.

The affiliates are Nautilus Holdings No. 2 Limited; Nautilus
Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited;
Nautilus Shipholdings No. 3 Limited; Able Challenger Limited;
Charming Energetic Limited; Dynamic Continental Limited; Earlstown
Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden
Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour
Limited; Metropolitan Vitality Limited; Miltons' Way Limited;
Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit
Limited; Superior Integrity Limited; and Vivid Mind Limited.

The Debtors' cases have been assigned to Judge Robert D. Drain,
and are being jointly administered for procedural purposes.

Hamilton, Bermuda-based Nautilus estimated $100 million to $500
million in assets and debt.  Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock.  Nautilus has tapped Jay
Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and
Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, as counsel; and AP Services, LLC, as financial
advisor.  Epiq Bankruptcy Solutions LLC serves as the claims and
noticing agent.

Nautilus Holdings, et al., have proposed a Chapter 11 Plan that is
the product of negotiations between the Debtors and certain of the
prepetition secured lenders.  The Debtors are targeting a January
2015 confirmation of the Plan.

On Oct. 17, 2014, the Bankruptcy Court granted an extension of the
Debtors' exclusive solicitation period, and the Debtors were
granted the exclusive right to solicit votes through and including
Jan. 15, 2015.


NEW MEDIA: Moody's Assigns B2 CFR & Rates $224MM Term Loan B2
-------------------------------------------------------------
Moody's Investors Service assigned New Media Holdings II LLC (New
Media) a B2 corporate family rating (CFR). The $224 million
existing term loan B, $170 million proposed add on term loan B,
and $25 million existing revolver were assigned a B2 rating. The
outlook is stable.

The use of proceeds from the add on term loan B and $118.5 million
of cash are expected to be used to fund the acquisition of Halifax
Media Group for $280 million and pay transaction expenses.

Issuer: New Media Holdings II LLC

  Corporate Family Rating, assigned B2

  Probability of Default Rating, assigned B3-PD

  Speculative Grade Liquidity Rating, assigned SGL-2

  $25 million five year revolving credit facility due June 2019
  assigned a B2 (LGD3)

  $224 million existing term loan B due June 2020, assigned a B2
  (LGD3)

  $170 million add on term loan B due June 2020, assigned a B2
  (LGD3)

Outlook, stable

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as provided to Moody's.

Ratings Rationale

New Media Holdings II LLC's B2 CFR reflects the negative secular
pressure impacting its community newspaper print business as well
as the highly aggressive acquisition strategy that the company has
engaged in since the predecessor company exited from bankruptcy at
the end of 2013. The company's print advertising revenue has been
in decline for the past several years and is expected to remain
under pressure going forward which will necessitate a continued
focus on cost reductions. While the company has benefited from
growth at its smaller digital business, it may be insufficient to
offset declines in ad revenue. As a result, Moody's anticipate
modest organic revenue declines going forward. EBITDA margins are
also relatively low at about 16% including Moody's adjustments,
although they are in line with the newspaper industry. Moody's
expect the company to be very cyclical given the sensitivity of ad
spending to the economy and secular pressure has the potential to
increase during an economic decline. The aggressive dividend
policy is also included in the rating (dividend yield is over 5%
as of 11/28/14).

The rating receives support from the relatively low leverage of
2.8x (including Moody's standard adjustments for lease expense)
pro forma for the pending acquisitions and the proposed add on
term loan. The lower leverage level compared to competitors
provides the company greater flexibility to make new investments
to grow the business, although the added investments may weigh on
EBITDA margins in the near term. New Media also benefits from its
diverse portfolio of community newspapers across the country which
limits the impact of regional weakness. Given the minimal capex
spend required to run the business, Moody's anticipate the company
will generate good free cash flow which Moody's expect will be
paid out as dividends or used to fund future acquisitions. New
Media also benefits from approximately $118 million in proceeds
from a secondary equity offering completed in September 2014 which
provides capital to help fund pending acquisitions, although it is
held at the parent company which is not a guarantor to the credit
agreement. There is the potential for future acquisitions to be
funded with additional debt given the incremental availability
allowed in the proposed credit agreement. Given the pressure on
the industry and its cyclicality, operating at low leverage levels
would be beneficial.

Moody's expects the company to have good liquidity as reflected in
Moody's SGL-2 rating due to good free cash flow and the $25
million revolving credit facility which is expected to be undrawn
pro-forma for the transaction. The EBITDA to interest coverage
ratio is anticipated to be approximately 5x pro-forma for the
transaction with a free cash flow to debt ratio in the low teens.
However, Moody's expects that the company will payout
approximately $40 million in dividends and will use additional
free cash flow for acquisitions. The revolver and term loan will
be subject to a maximum total leverage ratio of 3.25x, but Moody's
anticipates New Media will maintain a sufficient cushion of
compliance.

The stable outlook reflects Moody's expectation for modest organic
revenue declines, but overall growth from an aggressive
acquisition strategy. Moody's also anticipate the company will
benefit from cost savings from acquired companies and that results
will be cyclical given its dependence on consumer ad spending.

Positive rating action is unlikely in the near term due to the
high level of acquisition activity. Following the integration of
material acquisitions, the rating could be improved if leverage as
calculated by Moody's were below 2.5x times. Confidence would also
be required that the management team which are employees of FIG,
LLC, would maintain leverage below this level on a sustained
basis. Stable organic revenue performance would also be necessary
for an upgrade as would a good liquidity profile.

The rating could face negative pressure if organic revenue
declines or debt funded acquisitions lead leverage to increase
above 4x. A weak liquidity position or the potential for a
maintenance covenant violation could also lead to negative rating
action.

New Media Holdings II LLC is one of the largest community
newspaper publishers in the US with additional operations in
digital marketing services. The predecessor company, GateHouse
Media, LLC emerged from bankruptcy protection in November 2013.
The holding company, New Media Investment Group Inc. is publicly
traded on the New York Stock exchange and is managed by FIG LLC
(Fortress). Fortress and its affiliates own 1.7% of the
outstanding common equity and 41.1% of the outstanding warrants as
of 9/28/14.

The principal methodology used in this rating was Global
Publishing Industry published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


NEW MEDIA: S&P Assigns 'B' CCR & Rates $420MM Secured Debt 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to New York City-based newspaper company
New Media Investment Group Inc.  The rating outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating and '2'
recovery rating to the company's $420 million senior secured
credit facilities.  The '2' recovery rating indicates S&P's
expectation for substantial recovery (70%-90%; high end of the
range) of principal for debtholders in the event of a payment
default.  The senior secured credit facilities consist of a $25
million revolving credit facility due 2019, a $225 million term
loan B due 2020, and a $170 million incremental term loan due
2020.  New Media Holdings II LLC is the borrower under the credit
facilities.

New Media Investment will use proceeds from the incremental term
loan and cash on hand to finance its acquisition of Halifax Media
Group LLC for $280 million.  The company expects the transaction
to close in the first quarter of 2015.  Halifax Media publishes 36
newspapers, primarily in the southeastern region of the U.S.

S&P's 'B' corporate credit rating on New Media Investment reflects
its assessment of the company's business risk profile as
"vulnerable" and its financial risk profile as "significant."
S&P's business risk assessment is based on its expectation that
newspaper print advertising revenues will continue to decline for
the foreseeable future as news consumption and advertising shift
to digital media.

New Media Investment is exposed to the long-term secular trends of
declining newspaper readership and advertising revenues.  Total
print advertising accounted for slightly more than half of
revenues for the 12 months ended Sept. 30, 2014, versus 60% in
2012.  S&P expects that the company's print advertising revenues
will continue to decline, though at a slower pace than those its
newspaper peers that are heavily focused in metropolitan markets.
S&P also expects that New Media Investment's small base of digital
advertising revenues, which accounts for about 10% of its total
advertising revenues, is unlikely to grow sufficiently to offset
declining print advertising revenues over next two to three years.
In addition, S&P expects that the company's growing digital
marketing services, which it cross-sells to its existing customer
base, will not make a meaningful contribution to overall
profitability--at least over the one to two years--due to its
relatively small size and the increased investment needed to
support growth.

"The stable outlook reflects our expectation that the company will
maintain debt leverage below 3x over the next one to three years,"
said Standard & Poor's credit analyst Andy Liu.  "We believe the
company will be able to keep debt leverage at this level as it
reinvests the majority of its discretionary cash flow in
acquisitions."  S&P expects newspaper print advertising revenue to
decline at a high-single-digit percentage rate over the
foreseeable future.

S&P would consider an upgrade if the company is able to
successfully integrate acquisitions, generate meaningful
discretionary cash flow, moderate the decline in print advertising
to a low- to mid-single-digit percent rate, balance its aggressive
acquisition policy with debt repayment, and achieve and maintain
debt leverage below 2x.

Although less likely, S&P would consider a downgrade if print
advertising revenue declines accelerate, causing EBITDA margin to
shrink, discretionary cash flow to decline, and the cushion of
compliance with leverage covenant to fall to less than 15%.  S&P
could also lower the rating if sizable high-priced debt-financed
acquisitions or large dividends, which S&P currently do not
anticipate, result in a significant increase in debt leverage.


NII HOLDINGS: Seeks Approval to Pay $9MM in Bonuses to Execs
------------------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
NII Holdings Inc. has asked for a bankruptcy judge's permission to
pay executives and other top-level employees as much as $9 million
in bonuses.  According to the report, NII proposed bonuses for
eight employees, including five senior executives and three vice
presidents, tied to goals that incentivize a timely restructuring
or sale.

Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that NII Holdings Inc. scheduled a hearing for Dec. 11 to ask for
approval of a retention plan for 12 non-insider employees expected
to cost about $1.24 million.  According to the report, the company
said it can "ill afford" to lose key employees -- those with the
experience and institutional knowledge necessary to operations and
the implementation of a turnaround plan -- in light of recent
staff cuts.

In addition to the $1.24 million set aside for participants, the
program establishes a discretionary pool of $250,000 for non-
insider employees who aren't slated to participate in the plan,
the report said, citing court papers.

                       About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors have sought joint administration
of their Chapter 11 cases.

The Chapter 11 cases are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.  The U.S. Trustee for Region 2 on
Sept. 29 appointed five creditors of NII Holdings to serve on the
official committee of unsecured creditors.


NNN SIENA: U.S. Trustee Balks at 3rd Bid for Receiver to Stay
-------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 17, filed
in NNN Siena Office Park I 41, LLC, et al. Chapter 11 cases, an
objection to U.S. Bank National Association's third motion to
excuse receiver from turnover requirements.  The U.S. Trustee says
the request by U.S. Bank for the receiver to stay in place should
be denied, and the Court should instead order the appointment of a
Chapter 11 trustee.

U.S. Bank filed the motion as trustee, successor to Wells Fargo
Bank, N.A., as Trustee for the registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2007-C32, by and through CWCapital Asset
Management LLC, solely in its capacity as Special Servicer.

The U.S. Trustee notes that while 11 U.S.C. sections 543 and
101(11) authorize the Court to excuse state court-appointed
receivers from the obligation to turn over property based on an
"interest of creditors "analysis, the scope of such authority is
limited to cases where the action is temporary or the court is
exercising a form of abstention.  The Trust has made two prior
motions for "temporary" relief under section 543(d); the receiver
will have already remained in place for 240 days by the time the
current order expires.

The Trust's third motion requests that the receiver remain in
place indefinitely.  Such relief, according to the U.S. Trustee,
is contrary to the intent of the procedures under Section 543 and
would be the equivalent of appointing a receiver in the bankruptcy
case, which is prohibited by the Bankruptcy Code.

According to the U.S. Trustee, in cases where the debtor should
not remain in possession, a trustee, not a receiver, is the remedy
provided by the Bankruptcy Code.

                 About NNN Siena Office Park I 41

NNN Siena Office Park I 41, LLC, together with 30 other
affiliates, filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Cal. Case No. 14-40668) on Feb. 19, 2014.  The Debtors are 28 of
31 tenants in common investors, each owning fractional, passive
investment interests in the bare legal title to a medical office
building located at 2850 West Horizon Ridge Parkway and 861
Coronado Center Drive, Henderson, Nevada.  The Debtor disclosed
unknown assets and $28,775,667 liabilities as of the Chapter 11
filing.


Judge M. Elaine Hammond oversees the Debtor's Chapter 11 case.
The petition was signed by Mubeen Aliniazee, manager and
responsible individual.

The Court entered orders excusing the receiver from turnover of
the property until Dec. 9, 2014.


ONEMAIN FINANCIAL: Moody's Assigns B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
consumer lender OneMain Financial Holdings, Inc. and a B2 rating
to the company's proposed $1 billion senior unsecured notes. The
outlook for the ratings is stable.

Ratings Rationale

OneMain's B2 issuer rating reflects its strong US branch-based
consumer lending franchise, profitable operations, adequate
capital position, and capable management. The firm's ratings are
constrained by the operating and financial risks associated with
its transition toward independence from the ownership and support
of its indirect parent Citigroup Inc. (Citi). Citi is seeking to
reduce its ownership in OneMain, either though an IPO (S-1 filed
in October 2014) or a sale of the company. Credit concerns center
on OneMain's evolving liquidity profile, plans for growth and risk
expansion, as well as regulatory risk.

The rating of the notes is based upon their terms, senior priority
in OneMain's capital structure and guarantees from restricted
subsidiaries.

OneMain has a strong and sustainable competitive position founded
on its extensive network of 1,141 branches in 43 states. The
company has a long history of serving the US's large non-prime
borrower population with loans for purposes including medical
expenses, auto repairs, home repairs, and debt consolidation.
OneMain has a larger footprint and more profitable operations than
its closest competitor, Springleaf Holdings, Inc. (B2 corporate
family rating), but like Springleaf, OneMain also faces
competition from regional lenders and, to a lesser extent, online
lenders, banks and credit unions, attracted by the higher yields
available in non-prime consumer lending.

OneMain has generated strong earnings and profitability metrics.
The firm has benefited from its access to efficient funding from
Citi, shared business services, and the ability to split off non-
core real estate loans to Citi affiliates. However, OneMain's
operating and funding costs will likely increase from current
levels as a result of its separation from Citi. Higher operating
costs will primarily reflect new hires to staff newly-established
internal business functions. Funding costs too will likely move
higher as the firm repays affiliate borrowings with proceeds from
market debt issuance and increases leverage. Moody's also expects
that OneMain will focus on growth that likely involves expansion
of its risk appetite, which could increase the volatility of its
performance measures.

In preparation from its separation from Citi, OneMain has begun to
establish independent capabilities in essential functional areas,
such as human resources and information technology, but the work
is ongoing. As OneMain endeavors to replace Citi with new vendors
and in-house capabilities, the company will be exposed to higher
risks to its financial stability. OneMain has also commenced
efforts to diversify its funding away from its reliance on parent
funds, but the cost and structure of its funding, its market
access and its liquidity profile are still evolving. OneMain's
target funding structure includes a high proportion of secured
funding that encumbers earnings assets and limits financial
flexibility. Moody's expects that Citi's transitional support will
have a stabilizing influence on OneMain's credit profile, enabling
the company to more fully establish capabilities in core business
functions and diversify its funding.

During November, OneMain paid a $1.5 billion dividend to its
parent that results in its ratio of equity to assets decreasing
toward the company's target level of 20% (equivalent to
debt/equity of 3.6x). Moody's view this level of capital as
adequate, given the risk characteristics of OneMain's receivables
and the pending ownership transition. However, there is
uncertainty regarding the firmness of the company's capital
target, given that Citi could sell OneMain to new owners whose
preferences and priorities could result in higher leverage.
Outright sale could also lessen Citi's stabilizing influence on
OneMain's credit profile if the transition were to occur more
quickly and to less creditworthy owners. Such a development would
be negative for OneMain's credit profile.

OneMain is regulated by the states in which it operates for
compliance with lending regulations and insurance regulations, and
by the Consumer Financial Protection Bureau (CFPB) for compliance
with federal consumer financial protection laws. The CFPB has
taken a strong interest in sales by consumer lenders of ancillary
products as well as transfers of loan servicing. Through its
insurance subsidiary, OneMain sells credit insurance coverage that
has features similar to products that have attracted the CFPB's
scrutiny. OneMain's insurance business contributes about 20% of
OneMain's consolidated pre-tax earnings and its payouts on
customer claims help to reduce OneMain's loan credit losses.
Additionally, OneMain periodically sells charged-off receivables
to third-parties to mitigate credit losses. Moody's believes there
is a risk that regulators could implement rules that affect these
activities, which could weaken OneMain's financial performance.

OneMain's ratings could be upgraded if the company: (1)
sufficiently strengthens its market access and diversifies its
funding during its transition from Citi's ownership, (2)
demonstrates stable asset quality performance and profitability
amid disciplined growth, (3) maintains effective leverage of less
than 4x, and (4) provides adequate asset coverage of senior
unsecured obligations.

Ratings could be downgraded if OneMain's (1) liquidity cushion and
market access weaken, (2) effective leverage materially increases,
(3) growth accelerates significantly to over 10%, or (4) financial
performance unexpectedly deteriorates.

The principal methodology used in these ratings was Finance
Company Global Rating Methodology published in March 2012.


ONEMAIN FINANCIAL: S&P Assigns 'B+' ICR & Rates $500MM Notes 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B+'
issuer credit rating on OneMain Financial Holdings Inc.  The
outlook is stable.  S&P is also assigning a 'B+' issue rating to
OneMain Financial Holdings Inc.'s $500 million senior unsecured
notes due 2019 and $500 million senior unsecured notes due 2021.

"Standard & Poor's rating on OneMain reflects the firm's limited
history as a stand-alone entity, elevated dependence on funding
from the asset-backed securities (ABS) market, and greater credit
risk owing to the relatively weak credit profile of most of its
borrowers," said Standard & Poor's credit analyst Stephen Lynch.
The company's solid market position in subprime installment
lending and strong earnings relative to credit losses support the
rating.

Baltimore, Md.-based OneMain is a subprime consumer lender.
Citigroup Inc., currently the owner of OneMain, is in the process
of spinning off the subsidiary in either an IPO or merger and
acquisition transaction.  As part of that process, OneMain plans
to raise unsecured and secured debt as well as continuing to issue
ABS securities.  S&P's rating assumes the company will eventually
operate with leverage of 3.5x-4.0x debt-to adjusted total equity.
Additionally, given the spin-off plans, S&P considers OneMain to
be a nonstrategic subsidiary of Citi and rate OneMain solely on a
stand-alone basis with no imputed support from Citi.

S&P's stable outlook balances the firm's strong market position
and earnings capacity against the company's reliance on continued
access to the ABS market.  S&P expects the company to operate with
leverage of 3.5x to 4.0x.

S&P could lower the rating if the company pursues a more
aggressive growth strategy or financial policy.  For instance, S&P
could lower the rating if the company plans to make large
shareholder distributions, or if credit losses were to rise beyond
the normal levels reached during a credit cycle, particularly if
leverage were to rise over 4x and we expected it to remain at that
level.

The company's profile as a monoline subprime consumer lender is
likely to limit the likelihood of an upgrade.  Over time, S&P
could raise the rating if the company establishes a longer track
record in the consumer lending market with continued access to
asset-backed financing.  In particular, S&P would consider an
upgrade if the company is able to secure a more stable funding
source for the assets it plans to pledge in its planned
facilities.  Any upgrade would also depend on the company
diversifying its revenue sources and showing a longer history of
containing credit losses.


ORACLE TRANSPORTATION: Case Summary & 17 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Oracle Transportation Solutions, Inc.
           dba OTS
        6422 Bellingham Ave., Suite 203
        North Hollywood, CA 91606

Case No.: 14-15360

Chapter 11 Petition Date: December 1, 2014

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

Judge: Hon. Maureen Tighe

Debtor's Counsel: Steven R Fox, Esq.
                  LAW OFFICES OF STEVEN R. FOX
                  17835 Ventura Blvd Ste 306
                  Encino, CA 91316
                  Tel: 818-774-3545
                  Fax: 818-774-3707
                  E-mail: emails@foxlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Tigran Gevorgyan, C.E.O.

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-15360.pdf


PEREGRINE FINANCIAL: US Bank Must Face Trial Over Role In Fraud
---------------------------------------------------------------
Law360 reported that U.S. Bank NA must face at trial claims from
the Commodities Futures Trading Commission for almost $36 million
in restitution, an Iowa federal judge ruled, in a lawsuit accusing
the lender of helping bankrupt Peregrine Financial Group Inc.?s
former CEO misappropriate $215 million in customer funds.

According to the report, in a 69-page decision on cross-motions
for summary judgment, U.S. District Judge Linda R. Reade rejected
U.S. Bank?s argument that the CFTC could seek restitution only
from former Peregrine CEO Russell Wasendorf Sr. himself.  The
judge found the commission to be within the law in pursuing
customer losses purported to have been proximately caused by U.S.
Bank, the report related.

The case is U.S. Commodity Futures Trading Commission v. U.S. Bank
NA, case number 6:13-cv-02041, in the U.S. District Court for the
Northern District of Iowa.

                    About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PHOENIX PAYMENT: Seeks To Cap $10M Software Claim at $500K
----------------------------------------------------------
Law360 reported that Phoenix Payment Systems Inc. told a Delaware
bankruptcy judge that a $10 million claim lodged by a rival card
transaction company over old software code should be capped at
$500,000, saying it should not be forced to set aside the full sum
while litigation plays out.

According to the report, Phoenix Payment, which sold its business
two months ago for $50 million, contends the code claim from Post
Integrations Inc. is "absurd" and should be estimated at $500,000,
its highest possible value if viewed in the most favorable light.

                      About Phoenix Payment

Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic
Payment Systems, aka EPX, is an international payment processor
with corporate headquarters in Wilmington, Delaware, and
technology headquarters in Phoenix, Arizona.  It provides
acceptance, processing, support, authorization and settlement
services for credit card, debit card and e-check payments.

Providing processing services at more than 8,700 locations
worldwide, PPS processed, in multiple currencies, 280 million
transactions in 2013 and expects to process 400 million in 2014.

Phoenix Payment Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4,
2014, to quickly sell its assets.

As of the Petition Date, the Debtor had total outstanding
liabilities and other obligations of $16.6 million and 9.8 million
shares of outstanding preferred and common stock.  Debt to secured
creditor The Bancorp Bank is estimated at $6.2 million.  The
Debtor disclosed $7,230,399 in assets and $14,083,645 in
liabilities as of the Chapter 11 filing.

Judge Mary F. Walrath presides over the case.

The Debtor's attorneys are Richard J. Bernard, Esq., at Foley &
Lardner LLP, in New York; and Mark D. Collins, Esq., Russell
Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A.
Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware.  The Debtor's banker and financial advisor is Raymond
James & Associates, Inc., while Bederson, LLC, is the Debtor's
accountant.  PMCM, LLC, provides advisory services and executive
leadership to the Debtor.  The Debtor's claims and noticing agent
is Omni Management Group, LLC.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors.  The Committee tapped
to retain Lowenstein Sandler LLP, and White and Williams LLP as
its co-counsel; Alvarez & Marsal North America, LLC as its
financial consultant.


PONCE DE LEON: Fails to Win Confirmation of Exit Plan
-----------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte ruled that the market value
to a single purchaser (bulk value) of Ponce de Leon, 1403, Inc.'s
property in controversy is $4,634,328 which is comprised of $3.3
million for the residential units and $1,334,328 for two
commercial locales.

PRLP 2011 Holdings LLC's amended proof of claim #7-2 lists its
claim as of the petition date in the amount of $14,496,907.24.
PRLP in its proof of claim references the Annex for certain line
items such as the value of property, amount of the secured claim
and the amount unsecured. In the Annex to Proof of Claim, PRLP
discloses that it filed this supplement to the claim to submit the
revised amount of its claim as of March 25, 2014 the total amount
of $6,376,980.54 which consists of the following components: (i)
$5,645,089.73 in principal; (ii) $488,949.53 in accrued interest;
(iii) $202,529.50 in legal fees; and (iv) $40,411.78 in other
costs (Claims Register, proof of claim #7-2, Exhibit A).

Judge Lamoutte said the $4,634,328 market value of the property as
of the confirmation date is $1,010,761 less than the amount of
PRLP's principal ($5,645,089.73), thus, PRLP will be left with a
deficiency or an unsecured claim, irrespective of the amounts
ultimately determined for interest, fees, and costs.
Consequently, the Debtor's proposed surrendering of the property
does not constitute the indubitable equivalent of PRLP's claim
(entire), as the market value of the subject property is
approximately $1 million dollars ($5,645,089.73 - $4,634,328 =
$1,010,761.73) below PRLP's principal, exclusive of legal fees,
accrued interest and other costs.

Accordingly, Judge Lamoutte said, confirmation of the Debtor's
Amended Plan of Reorganization Dated January 25, 2013 is denied.
The judge, however, gave the Debtor 21 days from the date the
Opinion and Order has been docketed to file an amended Chapter 11
plan.

The Debtor had requested valuation, indicating to the Court that
it would proceed with confirmation of its Plan under Scenario B,
which is to surrender "all the property" that constitutes the
collateral of PRLP.  The Debtor contends that by surrendering the
collateral the secured creditor will receive the indubitable
equivalent of its secured claim.

PRLP objects to the Plan.  PRLP also filed a Brief on Valuation
for Hearing on Confirmation of Amended Plan arguing that the
appropriate methodology that should be employed is the bulk sale
value which is also known as the market value to a single
purchaser which is a conservative approach to valuation of
collateral that is consistent due to the risks being shifted to
PRLP by the Debtor's proposed surrendering of the collateral.

Confirmation hearings were held on April 8 and 24, 2014 in which
expert testimony from three appraisers was heard by the court.

A copy of the Court's November 25, 2014 Opinion and Order is
available at http://is.gd/U2O9Jzfrom Leagle.com.

                        About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease.  The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between US$10 million and US$50 million.

Carmen Conde Torres, Esq., and Luisa S. Valle Castro, at C. Conde
& Assoc., in Old San Juan, Puerto Rico, represent the Debtor as
counsel.

The Debtor filed a Plan of Reorganization dated April 13, 2012.
The Debtor won approval of the explanatory Disclosure Statement on
June 25, 2012.  It amended the Plan on Jan. 25, 2013.  Under the
Plan, the Debtor will generate revenue by selling all of the
remaining residential units and selling or leasing commercial
spaces in the Metro Plaza Towers project, including the public
parking spaces.


PORTER HAYDEN: Inks $15M Asbestos Coverage Deal with AIG Insurers
-----------------------------------------------------------------
Law360 reported that defunct Porter Hayden Co. sought approval for
a $15 million settlement of its asbestos injury coverage dispute
with two American International Group Inc. insurers, telling a
Maryland federal judge the deal will shield the insurers from
future litigation over the asbestos claims and immediately benefit
claimants.

According to the report, the settlement will end nearly 14 years
of litigation between the parties and free National Union Fire
Insurance Co. of Pittsburgh, Pa. and American Home Assurance Co.
from any liability arising from claims by consumers and former
employees exposed to asbestos in Porter Hayden?s insulation.  The
deal nixes an upcoming, January trial and stipulates the defunct
insulation seller will sell the policies in question back to the
insurers, the report related.

Porter Hayden was an industrial and commercial insulation
contractor operating in the Mid-Atlantic states from the 1920s to
the late 1980s.  Until 1973, some of the insulation materials
handled, sold or distributed by Porter Hayden contained asbestos.

In 2003, Porter Hayden filed a petition in bankruptcy.  Porter
Hayden's reorganization plan was confirmed in 2006.


QUANTUM FOODS: Seeks Court Approval to Settle Preference Claims
---------------------------------------------------------------
Quantum Foods, LLC and its official committee of unsecured
creditors have filed joint motions seeking court approval to
settle the company's so-called preference claims.

The settlement agreements require the Village of Romeoville and
seven companies to pay back the money and assets they received
from Quantum Foods within 90 days prior to its bankruptcy filing.

The seven companies are Doug Jeffords Co. Inc., Graphic Pallet and
Transport, Linde LLC, McMaster-Carr Supply Company, Marten
Transport Services Ltd., Nebraska Beef Ltd., and United Parcel
Service.

Quantum Foods would receive a total of $82,673 if U.S. Bankruptcy
Judge Kevin Carey approved the settlements, according to a court
filing.

The motions are on Judge Carey's calendar for December 9.

                       About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods LLC and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to CTI
Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.  City
Capital Advisors is the investment banker.  FTI Consulting, Inc.
also serves as advisor. BMC Group is the claims and notice agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case.  The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


QUEEN ELIZABETH: Objects to Wu's Motion to Appoint Trustee
----------------------------------------------------------

Queen Elizabeth Realty Corp. has filed an objection to Margaret
Wu's motion to appoint a Chapter 11 Trustee, or in the
alternative, to convert Queen Elizabeth's case to one under
Chapter 7.

The Debtor says it is amply able to reorganize.  The Debtor says
the moving party, the estranged wife of a minority shareholder,
lacks standing, and the appointment of a trustee would be wasteful
of the Debtor's assets.

The Debtor says the very cases which Margaret Wu cites in support
of the proposition that a trustee must be appointed if the Court
finds cause, including a conflict of interest, in fact stand for
the opposite proposition.

According to the Debtor, in this case, Shanghai Commercial Bank
has shown, by filing its own statement in opposition that it
supports the Debtor's reorganization.  If the Debtor can propose a
plan with Shanghai Bank's consent, the appointment of a trustee or
the conversion of this case is not warranted, the Debtor tells the
Court.

               Receiver Supports Trustee/Conversion

Dean K. Fong, Esq., as Receiver of the Property of Phillip Wu, is
backing efforts by Margaret Wu for an order appointing a Chapter
11 Trustee, or in the alternative, converting the case to Chapter
7.  The receiver is the only unsecured creditor in this case.

According to Mr. Fong, if, as the Debtor and SCB argue, SCB is the
only valid creditor and the Debtor is solvent, the only reason
this Chapter 11 case is being prosecuted by the Debtor is to
protect the interests of equity holders.  The Debtor effectively
concedes that Margaret Wu and the Receiver are stakeholders in
this regard.  Taking the Debtor's argument to its logical
conclusion, if there are no creditors who need or benefit from
this Chapter 11 case, then there is no need for this Chapter 11
case at all, Mr. Fong tells the Court.

Mr. Fong notes that the Debtor does not dispute facts that
establish that it refuses to investigate or pursue a judgment and
potential claims amounting to $13 to $15 million against the
parties opposing the Motion, establish that Margaret Wu, as well
as the Receiver, non-Debtor related parties HKS, Jeffrey Wu, and
New Enterprise.  He points out that the SCB Fee Objection makes
clear that, although the Debtor contends it is solvent on a
balance sheet basis, SCB effectively contends the Debtor is
administratively insolvent ? unable to pay even the fees and
expenses of the Debtor's former bankruptcy counsel and
accountants, let alone those required under 11 U.S.C. Sec. 543.

According to Mr. Fong, the Plan of the Debtor's current management
is to abandon millions of dollars of assets (including claims
against insiders) in favor of one or more of its related parties ?
thus selectively benefiting some equity holders and shortchanging
others (e.g., Margaret Wu and the Receiver of Phillip Wu's
property).  Appointment of a Chapter 11 trustee or conversion is
the only way to prevent this result, Mr. Fong tells the Court.

               About Queen Elizabeth Realty Corp.

Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013.  Jeffrey Wu signed
the petition as president.  Judge Stuart M. Bernstein presides
over the case.  Jonathan S. Pasternak, Esq., at Delbello Donnellan
Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel.
The Debtor disclosed $20 million of total assets and $12 million
of total liabilities in its Schedules.  The petition was signed by
Jeffrey Wu, president of QERC and owner of 1/3 of the Debtor's
shares.  Jeffrey Wu and Lewis Wu (brothers of Phillip Wu,
brothers-in-law of Margaret Wu, each own 1/3 of the shares of the
Debtor.


QUIZNOS: Former Brass Fight to Keep Indemnification Claims Alive
----------------------------------------------------------------
Law360 reported that former executives of Quiznos, who want
subsidiaries of the sandwich chain to indemnify them against fraud
claims from ex-stakeholders stemming from the company's
bankruptcy, fought to keep their Delaware Chancery case alive,
arguing the units' are wrong in their reading of an
indemnification agreement with the brass.

Accordiing to the report, the Quiznos units, QCE Gift Card LLC,
Quiz-Dia LLC and Quizmark LLC, say the relevant agreement only
refers to the parent company and the former company leaders are
reaching -- and trying to end-run provisions of Chapter 11 to halt
lawsuits against debtors -- by seeking to have it enforced by
three nondebtor subsidiaries.  During a hearing in Chancery Court
in Wilmington, attorneys for former Quiznos leadership --
including ex-CEO Greg MacDonald, ex-Chief Financial Officer Dennis
Smythe and several others -- argued that it is the Quiznos units
that are misreading, and language in the agreement clearly states
they would be on the hook, the report related.

The case is Meyers et al v. Quiz-Dia LLC et al, case number 9878,
in the Delaware Court of Chancery.

                          About Quiznos

Denver-based Quiznos -- http://www.quiznos.com/-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The lead debtor, QCE Finance LLC, scheduled $736,858 in total
assets plus "undetermined amounts".  It scheduled $618,437,362
plus "undetermined amounts" as liabilities.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.

Quiznos' Plan of Reorganization was confirmed by the U.S.
Bankruptcy Court in Wilmington, Delaware on May 12, 2014.  The
company on July 1, 2014, disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11.


RADIOSHACK CORP: Says Lenders Are Blocking Plan to Close Stores
---------------------------------------------------------------
Drew Fitzgerald, writing for The Wall Street Journal, reported
that a fight between  RadioShack  Corp. and some of its lenders
has erupted during the crucial holiday season, threatening the
retailer?s efforts to restructure its operations and avoid
bankruptcy.

According to the Journal, the standoff marks the second time this
year that big cost-cutting initiatives at RadioShack have run into
opposition from the lenders who just a year ago provided a $250
million lifeline that helped keep the electronics chain in
business.

Richard Collings, writing for The Deal, reported that RadioShack
said it received notice from Salus Capital Partners LLC, the
administrator for the retailer's $250 million term loan facility,
that it has breached covenants related to a refinancing in early
October struck with a group of investors led by hedge fund
Standard General LP.  RadioShack CEO Joe Magnacca claimed that
Salus was attempting to "manufacture a problem" during the holiday
shopping season, The Deal related.

                   About Radioshack Corporation

RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com--
is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139.4 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Sept. 15, 2014, Standard & Poor's
Ratings Services lowered its corporate credit rating on Fort
Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'.

"The downgrade comes as the company announced it will seek
capital, and that such a transaction could include a debt
restructuring in addition to store closures and other measures,"
said Standard & Poor's credit analyst Charles Pinson-Rose.

In the Sept. 16, 2014, edition of the TCR, the TCR reported that
Fitch Ratings had downgraded the Long-term Issuer Default Rating
(IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'.
The downgrade reflects the high likelihood that RadioShack will
need to restructure its debt in the next couple of months.

The TCR reported on March 13, 2014, that Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa2 from Caa1.  "The continuing negative trend in RadioShack's
sales and margins has resulted in a precipitous drop in
profitability causing continued deterioration in credit metrics
and liquidity," Mickey Chadha, Senior Analyst at Moody's said.


REALIZATION REHAB: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Realization Rehab, PLLC
        PO Box 131268
        Tyler, TX 75713

Case No.: 14-60817

Nature of Business: Health Care

Chapter 11 Petition Date: December 1, 2014

Court: United States Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: Glen E. Patrick, Esq.
                  MCNALLY & PATRICK, LLP
                  100 E Ferguson Street, Ste 400
                  Tyler, TX 75702
                  Tel: (903) 597-6301
                  Fax: (903) 597-6302
                  E-mail: gpoffice@suddenlinkmail.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul M. Buerger, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb14-60817.pdf


REVSTONE INDUSTRIES: Creditors' Committee Can Sue Hofmeister
------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. Bankruptcy Judge Brendan L. Shannon in
Delaware has signed an order allowing the Official Committee of
Unsecured Creditors of Revstone Industries LLC to sue former
Chairman George Hofmeister and others over claims of breach of
duty and wrongful acts.

According to the report, claims that may be brought by the
committee on Revstone's behalf include those against the company's
former officers, Hofmeister and entities affiliated with him for
alleged breaches of duty and wrongful acts arising prior to the
bankruptcy.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 (Bankr. D. Del. Case No. 13-11831) on
July 22, 2013, to sell the bulk of its assets to industry rival
Dayco for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


RURAL/METRO CORP: Has Pact to Continue Surprise Ambulance Service
-----------------------------------------------------------------
Rusty Bradshaw, writing for Arizona.Newszap.com, reports that
Surprise Fire and Medical Department Chief Tom Abbott has proposed
a service model that would include an intergovernmental agreement
between the city of Surprise, Arizona, and Rural/Metro of Oregon
Inc.

Newszap relates that under the plan, Rural/Metro will continue to
provide two ambulances for Surprise.  Fire and medical officials
have met with Rural/Metro leaders, who said they would be
supportive of other departments' CON applications, Newszap states,
citing Mr. Abbott.

According to Newszap, fire and medical department officials will
buy two ambulances using $1.4 million borrowed from city funds.
Newszap says that the loan will be repaid in 2016.

The ambulances will start service in 2016 and will be based at
fire stations 305, 15517 N. Parkview Place, and 306, 16645 W.
Clearview Boulevard, and a third vehicle will be bought and be in
service by 2017 to be based at Station 302, 18600 N. Reems Road,
Newszap adds.

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.  Rural/Metro was acquired in 2011 in a
leveraged buyout by Warburg Pincus LLC as part of a transaction
valued at $676.5 million.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before
the U.S. Bankruptcy Court for the District of Delaware.  Debt
includes $318.5 million on a secured term loan and $109 million on
a revolving credit with Credit Suisse AG serving as agent. There
is $312.2 million owing on two issues of 10.125 percent senior
unsecured notes.

The Debtors' lead bankruptcy attorneys are Matthew A. Feldman,
Esq., Rachel C. Strickland, Esq., and Daniel Forman, Esq., at
Willkie Farr & Gallagher LLP, in New York.  Maris J. Kandestin,
Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' local
Delaware counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.

The Debtors have filed a reorganization plan largely worked out
before the Chapter 11 filing in early August.  Existing
shareholders receive nothing in the plan.

The Company's debt includes $318.5 million on a secured term loan
and $109 million on a revolving credit with Credit Suisse AG
serving as agent.  There is $312.2 million owing on two issues of
10.125 percent senior unsecured notes.

Interested parties can also contact Rural/Metro's claims agent,
Donlin, Recano & Company, Inc. directly by calling Rural/Metro's
restructuring hotline at 212-771-1128.

Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor,
LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is
serving as investment banker, and Alvarez & Marsal and FTI
Consulting, Inc., are serving as financial advisors to
Rural/Metro.

Rural/Metro won confirmation of its First Amended Joint Chapter 11
Plan of Reorganization on Dec. 17, 2013.  The Plan was declared
effective, and Rural/Metro and its affiliates emerged from
bankruptcy protection on Dec. 31.  The Plan enabled unsecured
noteholders to become controlling stockholders.  Unsecured
noteholders owed $312.2 million took all the new preferred stock
and 70 percent of the common stock in return for a $135 million
equity contribution through a rights offering.


SEARS METHODIST: Selling Four Facilities for $62 Million
--------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Sears Methodist Retirement System Inc., a
nonprofit operator of senior living facilities and veterans' homes
in Texas, has a contract for affiliates for Ensign Group Inc. to
buy three more facilities for $42.5 million.

According to the report, an affiliate of Evergreen Senior Living
Properties LLC of Franklin, Tennessee, is under contract to buy
the Meadow Lake Retirement Community in Tyler for $20 million.

Unless outbid, Mission Viejo, California-based Ensign will pick up
the Wesley Court Methodist Retirement Community in Abilene, the
Parks Methodist Retirement Community in Odessa and the Craig
Retirement Center in Amarillo, the report related.  Moreover,
unless outbid at a Dec. 17 auction, Ensign will buy the Mesa
Springs Retirement Village in Abilene for $6.6 million.

                      About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SAMUEL WYLY: Assets Include Annuities and Pajamas
-------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Samuel Wyly filed official lists showing
assets of $382.8 million and debt totaling $246 million, including
meticulous schedules of household furnishings, artwork and
clothing, which includes four fleece jackets, eight pairs of
underwear and three sets of pajamas.

According to the report, Wyly's assets include a home on Beverly
Drive in the exclusive Highland Park section of Dallas, which he
lists at $12.1 million.  Other assets include $249.4 million in
annuities, about $85 million in stocks and interests in
partnerships, $7.7 million in household furnishings, $6.1 million
in art and $12.9 million in bank accounts, the report related.

                        About Samuel Wyly

Samuel Wyly filed for Chapter 11 bankruptcy protection on Oct. 19,
2014, weeks after a judge ordered him to pay several hundred
million dollars in a civil fraud case.  In September, a federal
judge ordered Mr. Wyly and the estate of his deceased brother to
pay more than $300 million in sanctions after they were found
guilty of committing civil fraud to hide stock sales and nab
millions of dollars in profits.

The case is In re Samuel E. Wyly, 14-35043, U.S. Bankruptcy Court,
Northern District of Texas (Dallas).


SENECA BIOENERGY: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Seneca BioEnergy, LLC
        500 Technology Farm Drive
        Geneva, NY 14456

Case No.: 14-21470

Chapter 11 Petition Date: December 1, 2014

Court: United States Bankruptcy Court
       Western District of New York (Rochester)

Judge: Hon. Paul R. Warren

Debtor's Counsel: William C. Rieth, Esq.
                  WILLIAM C. RIETH, ESQ.
                  16 West Main Street, Suite 756
                  Rochester, NY 14614
                  Tel: (585) 232-6520
                  Fax: (585) 325-5348
                  E-mail: williamcrieth@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Michael F. Coia, managing member.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nywb14-21470.pdf


SGH ESCROW: Moody's Assigns B2 CFR & Rates $300MM Senior Notes B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and a B2-PD Probability of Default rating to SGH Escrow
Corporation.  At the same time, Moody's assigned a B3 rating to
SGH's $300 million of senior secured notes due in 2019.

The notes are being issued as part of the funding supporting the
proposed acquisition of the GRSA entities that comprise the global
recycling and specification alloy business of Aleris International
Inc. (Aleris). Upon consummation of the acquisition, SGH will be
merged into Real Alloy Holding Inc (Real), which will assume the
obligations under the notes. The notes will have a downstream
guarantee from Real Alloy Intermediate Holding LLC, the direct
parent of Real and upstream guarantees from certain existing and
future domestic subsidiaries. As such, the notes have the same
guarantee structure as the ABL facility. The ratings assume that
the transaction will close upon the terms as outlined in Signature
Group Holdings Inc's (Signature) filings. To the extent the
acquisition does not close, the notes will be repaid from the
escrow account at 101.2 plus accrued interest. The outlook is
stable. This is the first time Moody's has rated Real.

Assignments:

Issuer: SGH Escrow Corporation

  Corporate Family Rating, Assigned B2

  Probability of Default Rating, Assigned B2-PD

  Senior Secured Regular Bond/Debenture (Local Currency),
  Assigned B3, LGD4

Outlook Actions:

Issuer: SGH Escrow Corporation

  Outlook, Assigned Stable

Real, ultimately a wholly owned subsidiary of Signature is the
global recycling and specification alloy business being acquired
by Signature from Aleris for a cash consideration of $495 million
and a total consideration of $525 million. The acquisition and
related fees will be financed through the senior secured note
offering, an approximate $70 million draw on the company's ABL and
factoring facilities, with the balance being met by an equity
contribution from Signature and Series B preferred stock issued to
Aleris, the latter ranging between $25 million and $30 million
depending upon the amount raised by Signature in its common equity
and rights offerings. Signature's equity contribution has back
stop agreements in place and there is also a $300 million secured
bridge facility in place with an initial tenor of 1 year and the
ability to convert to a 4 year term loan. Signature's only current
operating investment is in North American Breaker Company.
Signature looks to acquire operating companies that will allow it
to utilize its tax assets, which at December 31, 2013 had federal
and state net operating loss carry forward of approximately $933
million.

Ratings Rationale

The B2 CFR considers Real's position as a leading recycler of
aluminum, its strong customer base and its business footprint
divided between tolling operations, which minimize aluminum price
risk and working capital requirements, and buy/sell operations,
which have a metal on margin conversion contribution profile. From
a business profile perspective, the company is well positioned
within its products and markets served. However, the rating
incorporates the initial leverage position, as measured by the
debt/EBITDA ratio, which Moody's estimate in the 5.2x-5.5x range
pro-forma for the transaction, EBIT/interest of around 1.5x pro-
forma for the transaction and relatively break even to modestly
positive free cash flow generation. The rating also incorporates
the view that expenses as a stand- alone company could be higher
than contemplated as well as the relatively small revenue base of
Real. Additionally, the rating incorporates the expectation that
key tolling customers will continue operations at the current
facilities served and that earnings, EBITDA and operating cash
flow growth will be largely dependent upon the ability of Real to
increase volumes. The rating also considers the potential for
Signature to upstream dividends in order to meet its obligations,
including those arising from ongoing litigation against the
discontinued operations of SGGH LLC, the primary subsidiary of
Signature.

Real's operations have historically been conducted through two
segments: Recycling and Specification Alloys North America (RSAA)
and Recycling and Specification Alloys Europe (RSEU); Signature
has not determined how these businesses will be reported going
forward. RSAA accounted for roughly 68% of 2013 volume and
approximately 65% of revenue. Operations involve either the
tolling (roughly 53% of volume) of aluminum scrap and related by-
products predominately within a closed loop system where Real's
facilities are located near the customer's facility, particularly
the automotive customers and aluminum scrap is melted and product
redelivered, or buy/sell operations where aluminum scrap is
purchased, remelted, and processed according to the customer's
specifications. Products include the delivery of molten metal,
ingot, and wrought or cast alloys based upon a customer'
specification. Real enjoys strong customer relationships and
customers include Alcoa, Kaiser Aluminum, General Motors,
Chrysler, Daimler and Volkswagen. The automotive industry
accounted for about 62% of volume in 2013, followed by consumer
packaging at 21%.

Real's business platform provides an underlying level of stability
in that the tolling business is based upon a fee charged to
convert metal while the buy/sell business is based upon a margin
on metal construct. Between the tolling business and hedging
activity undertaken, the company is approximately 66% protected
against the movement in aluminum prices. In addition, aluminum
scrap is typically sold at a discount to the LME providing an
incremental spread, although there remains a risk that in tight
scrap markets this relationship could shift. However, Moody's
believe that measurable growth in earnings requires the ability to
achieve increased volume levels. Nonetheless, given Real's
position in the markets it serves, its end customer base, and the
strength in the automotive market, Moody's expect Real to be able
to generate minimum EBITDA of $85 to $90 million.

Real's liquidity is supported by a $110 million asset backed
credit facility (ABL) and a Euro 50 million factoring facility,
available to the German subsidiary. The company's liquidity
support is viewed as modest given that roughly $70 million of
available facilities will be used in the funding of the
acquisition and free cash flow is expected to be breakeven to
modestly positive should capital expenditures continue at levels
experienced in recent years ($37 million in 2013).

The B3 rating on the senior secured notes reflects their weaker
position and security in the overall capital structure behind the
ABL and the priority payables.

The stable outlook reflects Moody's expectation that Real's
business platform and markets served will continue to support
volumes, revenues and earnings such that EBITDA can be sustained
at a minimum of $80 million over the next twelve to eighteen
months.

The rating could be downgraded should the EBIT margin be sustained
at less than 4x or leverage, as measured by the debt/EBITDA ratio
be sustained at more than 5x. The rating could be upgraded should
the EBIT margin be sustained above 6x or leverage, as measured by
the debt/EBITDA ration be no more than 3.5x.

Real will initially be headquartered in Beachwood, Ohio. Revenues
for the twelve months ended December 31, 2013 were $1.5 billion.
Based upon carve out statements, revenues for the twelve months
ended September 30, 2014 were $1.5 billion.

The principal methodology used in this rating was Global Steel
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.


SIGNATURE GROUP: S&P Assigns 'B' CCR & Rates $110MM Debt 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Signature Group Holdings Inc.  The
outlook is stable.

At the same time, S&P assigned its 'BB-' issue rating (with a '1'
recovery rating) to the $110 million senior secured revolving
credit facility and its B' issue rating (with a '3' recovery
rating) to the $300 million senior secured notes of SGH Escrow
Corp., an indirect subsidiary of Signature.  Aleris Recycling
Inc., also an indirect subsidiary of Signature, is a co-borrower
of the revolving credit facility.  The '1' recovery rating
indicates S&P's expectation for very high (90% to 100%) recovery
of principal, and the '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%) recovery of principal in
the event of payment default.

"Our stable outlook on Signature reflects our expectation that
EBITDA will grow modestly and small free operating cash flow
deficits will be manageable in the next two years," said Standard
& Poor's credit analyst Gail Hessol.

S&P could lower its rating within the next year if the company
experienced significant or persistent free operating cash flow
(FOCF) deficits or other developments that reduced liquidity (cash
and borrowing capacity) below $50 million.  Large debt-financed
acquisitions could also prompt S&P to consider a lower rating.

S&P would consider raising its rating if it gained confidence that
Signature would sustain adjusted leverage below 5x and an FFO-to-
debt ratio greater than 12%.  This would likely require the
business to consistently generate FOCF and the use of equity to
finance a portion of the acquisitions S&P expects.


SIMPLY WHEELZ: Advantage Opco Can Amend Removal Notice
------------------------------------------------------
District Judge Joseph DiClerico, Jr., of the United States
District Court for the District of New Hampshire granted Advantage
Opco, LLC's motion for leave to file an amended notice of removal
in the lawsuit brought against it by Merchants Automotive Group,
Inc.  In the same order, the Court denied Merchants' motion to
remand the case.

Merchants brought the action seeking a declaratory judgment to
clarify the obligations of Advantage under a Master Lease
Agreement.  Merchants originally brought the lawsuit in New
Hampshire state court, and Advantage removed the case to the
District Court.

Merchants is a New Hampshire-based retailer and wholesaler of
motor vehicles. Advantage is a Florida limited liability company
and operates a national car rental company that does business as
"Advantage Rent-A-Car." Advantage's sole member is Advantage
Holdco, Inc., a Delaware corporation with its principal place of
business in Florida.

Previously, Advantage was owned by Simply Wheelz, LLC.  In April
2013, Wheelz and Merchants entered into the Lease, whereby Wheelz
received approximately $58 million worth of automobiles to lease
to its customers.

In November 2013, Wheelz filed for Chapter 11 bankruptcy
protection.  During the pendency of the bankruptcy proceeding, a
Canadian private equity firm successfully bid to acquire Wheelz's
assets. After the closing of the acquisition, the private equity
firm assigned its rights and obligations to Advantage, its
affiliate and the defendant in this suit. Thus, at present,
Advantage rents to its retail customers vehicles that are owned by
Merchants and that Merchants leased to Wheelz pursuant to the
Lease. Merchants seeks a declaratory judgment that Advantage is
liable as a successor-in-interest to Wheelz under the Lease.

The Plaintiff is represented by:

          Bruce W. Felmly, Esq.
          Steven J. Dutton, Esq.
          MCLANE GRAF RAULERSON & MIDDLETON PA
          City Hall Plaza
          900 Elm Street
          Manchester, NH 03101
          Telephone: (603) 628-1448
          Facsimile: (603) 625-5650
          E-mail: bruce.felmly@mclane.com
                  steven.dutton@mclane.com

The Defendant is represented by:

          Holly J. Barcroft, Esq.
          NIXON PEABODY LLP
          900 Elm Street
          Manchester, NH 03101-2031
          Telephone: (603) 628-4085
          Facsimile: (866) 491-3034
          E-mail: hbarcroft@nixonpeabody.com

The case is Merchants Automotive Group, Inc., v. Advantage Opco,
LLC, Case Nos. 14-CV-318-JD and 2014 DNH 241, in the United States
District Court for the District of New Hampshire.

A full-text copy of the XXX dated XXX is available at
http://bit.ly/1ypiSsOfrom Leagle.com.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtor is represented by Stephen W. Rosenblatt, Esq.,
Christopher R. Maddux, Esq., J. Mitchell Carrington, Esq., and
Thomas M. Hewitt, Esq., at Butler Snow LLP of Ridgeland,
Mississippi.  Simply Wheelz tapped EPIQ Bankruptcy Solutions LLC
as noticing and claims agent, and Capstone Advisory Group, LLC, as
financial advisor.

As reported by the Troubled Company Reporter on Jan. 7, 2014, the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SOLYNDRA LLC: Judge Rips Into Attys in Price-Fixing Docs Spat
-------------------------------------------------------------
Law360 reported that a California federal magistrate judge chided
attorneys in a price-fixing feud between bankrupt Solyndra LLC and
a trio of Chinese solar-panel companies, calling their demand for
Solyndra's financial files a "blunderbuss request" and accusing
Solyndra of obscuring details on the files it has.

According to the report, U.S. Magistrate Judge Elizabeth D.
LaPorte said the solar companies' request -- for all the documents
related to Solyndra's financial condition that it produced to the
government during an investigation -- was far too broad and likely
included many privileged files.

The case is Solyndra, LLC v. Suntech Power Holdings Co., Ltd. et
al., Case No. 4:12-cv-05272 (N.D. Calif.).

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.

The TCR reported on Nov. 12, 2012, Bloomberg News said Solyndra
LLC gave formal notice that its reorganization plan was confirmed
and substantially consummated.  The amended joint Chapter 11 plan
became effective Nov. 7, according to a court filing that fixed
Jan. 13 as the professional fee bar date and Dec. 7 as the bar for
administrative claims.


SOUTHEASTERN STUD: Bankruptcy Filing Stays Mill Steel Lawsuit
-------------------------------------------------------------
In the district court case, THE MILL STEEL COMPANY, et al.,
Plaintiffs, v. SOUTHEASTERN STUD & COMPONENT, INC., et al.,
Defendants, Case No. 2:14-CV-1023-WKW (M.D. Ala.), Chief District
Judge W. Keith Watkins in Alabama granted the Plaintiffs' Motion
to Stay Litigation in Light of Bankruptcy.  He denied all other
pending motions as moot.  Those motions are the Defendants' Motion
for Preliminary and Permanent Injunction; and Plaintiffs' Motion
to Expedite Hearing on Defendants' Motion for Injunction.

A copy of the Court's November 26, 2014 Memorandum Opinion and
Order is available at http://is.gd/ZBjqPdfrom Leagle.com.

Southeastern Stud and Components, Inc., filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case No. 14-32906) on October 24,
2014, listing under $1 million in both assets and debts.  Lee R.
Benton, Esq., at Benton and Centeno, LLP, serves as the Debtor's
counsel.  A copy of the petition is available at
http://bankrupt.com/misc/almb14-32906.pdf

Southeastern Stud & Components, based in Montgomery, first filed
for Chapter 11 bankruptcy (Bankr. M.D. Ala Case No. 09-30765) on
March 23, 2009.  James L. Day, Esq., at Memory & Day, served as
counsel in the 2009 case.  A copy of the 2009 petition, including
a list of the Debtor's largest unsecured creditors, is available
for free at http://bankrupt.com/misc/almb09-30765.pdf The
petition was signed by Kennon W. Whaley, Sr., chairman of the
Company.


SPECTRUM BRANDS: Moody's Rates on $250MM Sr. Unsecured Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to EUR150 million
2014 Euro Term Loan Facility and a B3 rating to the $250 million
senior unsecured notes issued by Spectrum Brands, Inc. Net
proceeds from the issuances will be used to 1) repay borrowings
under its revolving credit facility, 2) fund previous and future
acquisitions, 3) or general corporate purposes, which may include
additions to working capital, additional debt repayments or
investments.

"The issuance will temporarily increase debt/EBITDA to over 5
times pro forma, but Moody's think leverage will be in the
neighborhood of 4.5 to 5 times for the next year or so as the
company repays debt with free cash flow and EBITDA increases,"
said Kevin Cassidy, senior credit officer at Moody's Investors
Service. Pro forma debt/EBITDA includes the debt issuance and the
LTM earnings from recent acquisitions -- Tell Manufacturing and
P&G's European Pet Care Division.

Ratings assigned:

EUR150 million Euro Term Loan Facility due 2021 at Ba3, LGD3;

$250 million senior unsecured notes due 2024 at B3, LGD5.

Rating Rationale

The B1 Corporate Family Rating reflects Spectrum's significant
size with revenue around $4.4 billion ($4.7 billion pro forma) but
also its high leverage and the aggressive financial policy of its
largest shareholder. Debt/EBITDA is currently over 5 times pro
forma, but Moody's expect it to approach 4.5 times in the next 12
-18 months. Ratings benefit from Spectrum's broad product
diversification with products ranging from personal care items, to
pet supplies, small appliances and residential locksets, but the
rating is constrained by its competition with bigger and better
capitalized companies. The rating reflects the shareholder
oriented propensity of its largest shareholder, Harbinger Group.
The rating also reflects Spectrum's general stability in operating
performance and Moody's expectation that credit metrics will
continue improving in the near to mid-term despite modest top line
growth, soft spending by low income consumers and rising macro
economic uncertainty. Spectrum's good liquidity profile as well as
its broad international penetration are important positive rating
factors, although there is some concentration in low growth
Europe.

The stable rating outlook reflects Moody's view that Spectrum will
maintain a strong liquidity profile and sustain financial
leverage, measured as debt to EBITDA, between 4.5 and 5 times.

The biggest risks that could result in a downgrade are aggressive
capital structure moves by Harbinger Group or a severe disruption
in discretionary consumer spending. Key credit metrics driving a
downgrade are debt/EBITDA sustained over 5.5 times and mid single
digit EBIT margins (currently over 11%).

The rating is unlikely to be upgraded until leverage significantly
declines. Key credit metrics necessary for an upgrade would be
debt/EBITDA sustained below 4 times and EBIT margins maintained in
the mid teens.

The principal methodology used in this rating was Consumer
Durables Industry published in September 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.

Headquartered in Middleton, Wisconsin, Spectrum Brands, Inc.
("Spectrum Brands") is a global consumer products company with a
diverse product portfolio including small appliances, consumer
batteries, lawn and garden, electric shaving and grooming,
residential locksets, pet supplies and household insect control.
Sales for the twelve months ended September 30, 2014 approximated
$4.4 billion ($4.7 billion pro forma for Tell Manufacturing and
P&G's European Pet Care division). Harbinger Group, Inc. (B2
stable) owns almost 60% of Spectrum Brands.


SPECTRUM BRANDS: S&P Rates $250 Million Notes Due 2024 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
issue-level rating to Madison, Wis.-based Spectrum Brands Inc.'s
proposed EUR150 million senior secured term loan due 2021, and its
'B' issue-level rating to the company's proposed $250 million
senior unsecured notes due 2024.  The recovery rating on the
proposed term loan is '1', indicating that lenders could expect
very high (90% to 100%) recovery in the event of a payment
default.  The recovery rating on the proposed unsecured notes is
'5', indicating that lenders could expect modest (10% to 30%)
recovery in the event of a payment default.  S&P expects net
proceeds from the transactions to be used to fund the acquisition
of Procter & Gamble Co.'s European pet food business, to repay
revolving credit facility borrowings, and for other general
corporate purposes, including potentially providing funding for
future acquisitions.  S&P's ratings assume the transactions close
on substantially the terms presented to S&P.

All of S&P's existing ratings on the company, including its 'B+'
corporate credit rating, are unchanged.  The outlook is stable.
Total debt outstanding pro forma for the proposed transactions is
about $3.4 billion.

"Our assessment that Spectrum Brands has a "fair" business risk
profile is based on the intense competition it faces in several of
its categories, particularly batteries -- where its Rayovac and
Varta brands compete against industry leaders Energizer/Eveready
and Duracell -- and home and garden -- where its various brands
compete against well-known products sold by The Scotts Miracle-Gro
Co. and S.C. Johnson & Son Inc.  In addition, Spectrum Brands is
subject to input cost volatility.  We have also factored into our
assessment the company's focus on recognizable value brands that
have performed well over the last few years (particularly in
developed markets where economic conditions remain generally
weak), its good position in niche North American hardware and home
improvement segments, and its product and geographic diversity,
notwithstanding some moderate customer concentration," S&P said.

"Our assessment that the company has an "aggressive" financial
risk profile reflects our forecast for credit measure
strengthening over the next 12 months, including improving
leverage and funds from operations (FFO) to total debt to the low-
4x area and above 15%, respectively, compared to about 4.8x and
13%, respectfully, pro forma for the transactions.  We forecast
the company will generate close to $300 million discretionary cash
flow after capital expenditures and dividends in fiscal 2015.
Still, financial policy remains a key rating factor; we believe
Spectrum Brands will continue to make acquisitions and potentially
large, debt-financed transactions that may at least temporarily
weaken credit ratios below levels indicative of the "aggressive"
financial risk descriptor category, which include leverage between
4x-5x and FFO to total debt between 12%-20%," S&P added.

RATING LIST

Spectrum Brands Inc.
Corporate credit rating                    B+/Stable/--

Ratings Assigned
Spectrum Brands Inc.
Senior secured
  EUR150 mil. term loan due 2021              BB
   Recovery rating                          1
Senior unsecured
  $250 mil. notes due 2024                  B
   Recovery rating                          5


STARR PASS: U.S. Bank's Motion to Dismiss Chapter 11 Case Denied
----------------------------------------------------------------
U.S. Bankruptcy Judge Paul Sala has denied the motion of U.S. Bank
N.A. to dismiss the Chapter 11 case of Starr Pass Residential LLC.

However, the Motion to Dismiss is granted as to the request for
relief from the automatic stay as to Block 14, and the automatic
stay is lifted to allow for the Lender to exercise its remedies
under applicable state law and to proceed with foreclosure of
Block 14, without waiver of the 14 day stay period provided under
Rule 4001(a)(3) of the Federal Rules of Bankruptcy Procedure.

The Motion to Dismiss remains under advisement with respect to the
request for relief from the automatic stay to allow continued
litigation in the State Court Action as to Block B and the matter
will be addressed by the Court at a hearing on the Motion to
Abstain and/or Remand and Dismiss.

                   About Starr Pass Residential

Starr Pass Residential LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014.  Christopher
Ansley signed the petition as authorized officer.  Gust Rosenfeld,
P.L.C., serves as the Debtor's counsel.  The Debtor disclosed
total assets of $7.40 million and liabilities of $146 million.

The bankruptcy case was reassigned to Judge Eileen W. Hollowell
because Judge Brenda Moody Whinery recused herself from hearing
any matter on the Chapter 11 proceeding.

                             *   *   *

The U.S. Trustee for Region 14 informed the U.S. Bankruptcy Court
for the District of Arizona that it was unable to appoint
creditors form the Official Committee of Unsecured Creditors for
the Chapter 11 case of Starr Pass Residential LLC because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


STOCKTON, CA: Presses Judge for Bankruptcy Exit to Move Ahead
-------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
city leaders in Stockton, Calif., are urging a federal judge to
let the city exit bankruptcy with a court-approved reorganization
plan, despite an appeal of that proposal filed by mutual-fund
giant Franklin Templeton Investments.

According to the report, Stockton officials said the appeal from
Franklin Templeton, which is arguing that the 300,000-resident
city can afford to repay more money on the municipal bonds it
issued, could take years to litigate, unfairly delaying payments
to retired municipal workers who have agreed to give up their
health-care benefits and accept a one-time payment instead.

                     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 Oct. 31, 2014, reported that
Judge Christopher Klein confirmed the debt-adjustment plan by the
city of Stockton, California, rejecting arguments that it unfairly
discriminated among creditors by chopping a mutual fund's recovery
to near zero while shielding city retirees from any impairment at
all.

                       *     *     *

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.

The TCR, on Nov. 10, 2014, reported that Moody's Investors Service
has upgraded to Ba3 from Caa3 the City of Stockton's (CA) series
2006 lease revenue bonds and affirmed the city's 2007 pension
obligation at Ca. Moody's have removed the developing outlook from
the Series 2006 bonds and Moody's have removed the negative
outlook from the Series 2007 bonds.

The TCR, on Nov. 14, 2014, reported that Standard & Poor's Ratings
Services raised its long-term rating and underlying rating (SPUR)
to 'B-' from 'CCC' on the Stockton Public Financing Authority,
Calif.'s series 2003A and 2003B certificates of participation
(COPs) and its SPUR to 'B-' from 'CCC' on the authority's series
2006A lease revenue refunding bonds.  Standard & Poor's also
affirmed its 'CC' SPUR on Stockton Redevelopment Agency's series
2004 (arena project) revenue bonds.  All series are appropriation
obligations of Stockton.  The outlook on the series 2003A and
2003B COP long-term rating and SPUR and on the 2006A lease revenue
refunding bond SPUR is stable, and the outlook on the series 2004
revenue bond rating (arena project) is negative.


SUNCHASE CAPITAL: Court Valued Parcel K Property at $201,290
------------------------------------------------------------
Judge Mark A. Barnett of the U.S. District Court for the District
of Maryland issued a memorandum opinion determining that the
constructive trust on Parcel K will be valued at $201,290, in the
lawsuit captioned Eun O. Kim, et al. v. Parcel K-Tudor Hall Farm,
LLC, Case No. MAB 09-CV-1572.

The case arises out of a constructive trust imposed in favor of
Eun O. Kim and other investors, who contributed funds toward the
purchase of a parcel of land, now owned by Defendant Parcel K-
Tudor Hall Farm, LLC.  The case is before the Court on remand from
the United States Court of Appeals for the Fourth Circuit, which
directed the Court to reconsider and, if appropriate, adjust the
value of the Trust.

In 2004, Sunchase Capital Partners XI, LLC, purchased 141 acres of
real property from Tudor Hall Farm, Inc.  As part of the overall
transaction, a 7.88 acre piece of land, referred to as Parcel K
and surrounded by the other acres (except where bordered by
water), would be transferred to Defendant PK-THF.

To fund the purchase, Sunchase sold Class A Membership shares to
the Plaintiffs, among other investors.  The Plaintiffs contributed
$3.12 million toward the $15.5 million purchase price.  In
addition to obtaining title to the 141 acres, Sunchase assumed an
80% interest in PK-THF, and Tudor Hall Farm, Inc. assumed a 20%
interest.

When Sunchase had difficulty paying Tudor Hall Farm, Inc. on the
Purchase Money Note, it sought an investment from William D.
Pleasants. Through the 2003 Trust of the Descendants of William D.
Pleasants, Jr., Pleasants invested $5.315 million in Sunchase in
exchange for a Class A membership interest.  At the time of this
investment, the Plaintiff's investment represented 25% of the
funds invested in Sunchase.  The Pleasants Trust created Tudor
Hall Funding, Inc. to manage its investment in Sunchase.  Tudor
Hall Funding subsequently bought the Purchase Money Note from
Tudor Hall Farm, Inc.

In 2007, Sunchase filed for Chapter 11 bankruptcy.  Under the
bankruptcy plan, it sold all of the Tudor Hall Farm property to
Tudor Hall Funding, Inc.  However, PK-THF retained title to Parcel
K.  The bankruptcy plan allowed Sunchase to assign its 80%
membership interest in PK-THF to Tudor Hall Funding.  In a
separate transaction in 2009, Tudor Hall Funding acquired Tudor
Hall Farm's 20% interest in PK-THF for $325,000.  Tudor Hall
Funding, thus, became the sole owner of PK-THF.

The Plaintiffs are represented by:

          James P. Koch, Esq.
          LAW OFFICE OF JAMES P. KOCH
          1101 St. Paul St., Suite 404
          Baltimore, MD 21202
          Telephone: (410) 539-7816
          Facsimile: (410) 539-3957
          E-mail: jameskoch@jpkochlaw.com

The Defendant is represented by:

          Stephen A. Metz, Esq.
          Morton A. Faller, Esq.
          SHULMAN ROGERS GANDAL PORDY AND ECKER PA
          12505 Park Potomac Avenue, 6th Floor
          Potomac, MD 20854
          Telephone: (301) 230-6564
          Facsimile: (301) 230-2891
          E-mail: smetz@shulmanrogers.com
                  mort@shulmanrogers.com

A full-text copy of the Memorandum Opinion dated November 20,
2014, is available at http://bit.ly/1vYimnKfrom Leagle.com.

Parcel K-Tudor Hall Farm, LLC, is a company created to own a real
estate property.  The property is a 7.88 acre piece of land,
referred to as Parcel K.

Based in Columbia, Maryland, Sunchase Capital Partners XI, LLC
provides capital to high turnover business.  The Debtor filed for
chapter 11 protection on Sept. 10, 2007 (Bankr. D. Md. Case No.
07-18677).  The Debtor scheduled total assets of $15,200,878 and
total liabilities of $18,833,219.  Sunchase tapped Saul Ewing LLP
as its bankruptcy counsel.  Sunchase and Tudor Hall Funding
proposed a Chapter 11 plan that required Sunchase to sell 41 acres
of real property to Tudor Hall Funding free of any liens, claims,
and encumbrances to satisfy Sunchase's obligation under a Purchase
Money Note.  The plan allowed Sunchase to assign its 80%
membership interest in Parcel K-Tudor Hall Farm, LLC, to Tudor
Hall Funding.  In a separate transaction, Tudor Hall Funding
acquired Tudor Hall Farm's 20% interest in PK-THF, making Tudor
Hall Funding the sole owner of all membership interests in PK-THF.
On March 13, 2009, the bankruptcy court confirmed the proposed
plan.


SUPERIOR PLUS: S&P Assigns 'BB' Rating on New C$200MM Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating, and '4' recovery rating, to Calgary, Alta.-
based Superior Plus Corp.'s proposed C$200 million senior
unsecured notes due 2021.  The notes will be issued by wholly
owned subsidiary Superior Plus L.P.  The '4' recovery rating
indicates S&P's expectation for average (30%-50%) recovery in the
event of a default.  S&P's recovery estimate for senior unsecured
creditors falls in the upper half of the 30%-50% range.

S&P expects the company to use the net proceeds to repay
borrowings outstanding on its secured revolver and for general
corporate purposes.  Accordingly, S&P expects the notes will have
limited impact on Superior Plus' leverage, and believe the company
will remain within the tolerance levels for the rating,
specifically adjusted debt-to-EBITDA below 4x in the next few
years.

"The 'BB' corporate credit rating and stable outlook on Superior
Plus reflect what we view as the company's fair business risk
profile and significant financial risk profile," said Standard &
Poor's credit analyst David Fisher.

S&P's 'BBB-' issue-level rating and '1' recovery rating on
Superior's senior secured notes are unchanged.  The '1' recovery
rating indicates S&P's expectation of very high (90%-100%)
recovery in the event of a default.

RATINGS LIST

Superior Plus Corp.
  Corporate credit rating               BB/Stable/--

New Rating
Superior Plus L.P.
  C$200M Sr unsecured notes due 2021    BB
Recovery rating                        4


TAHOE STATION: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tahoe Station, Inc.
        913 Emerald Bay Road
        South Lake Tahoe, CA 96150

Case No.: 14-31725

Chapter 11 Petition Date: November 30, 2014

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Hon. Robert S. Bardwil

Debtor's Counsel: Noel Knight, Esq.
                  LAW OFFICES OF NOEL KNIGHT
                  710 W. 18th Street, Suite 2
                  Merced, CA 95340
                  Tel: 510-435-9210
                  E-mail: lawknight@hotmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Roman Singh, president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/caeb14-31725.pdf


TARRIE HYCHE: Alabama Court Awards $1.8-Mil. to Synovus Bank
------------------------------------------------------------
Judge Virginia Emerson Hopkins of the U.S. District Court for the
Northern District of Alabama entered a memorandum of decision
concluding that, as of November 20, 2014, Synovus Bank is entitled
to judgment against Ralph Q. Summerford in the total amount of
$1,821,414.

The judgment includes (1) the outstanding principal balance of the
Loan in the amount of $1,319,593, (2) the accrued interest on the
Loan as of the November 10, 2014, trial in the amount of $268,210,
(3) late fees in the amount of $13,458, (4) Synovus's pre-
September 17, 2013 attorneys' fees and expenses in the amount of
$121,751, (5) Synovus's post-September 17, 2013 attorneys' fees
and expenses in the amount of $96,933, and (6) pre-judgment
interest from November 11, 2014, through November 20, 2014, in the
total amount of $1,466.

Synovus is also awarded post-judgment interest on the unpaid,
principal portion of Synovus's damage award at the contract rate
of prime with a floor of 4% per annum, to be calculated on the
basis of an Actual/360 computation.

Synovus Bank filed a lawsuit against Ralph Q. Summerford and
Tarrie Hyche in October of 2012 to recover amounts due on a
commercial loan made to these individuals, jointly and severally.
Mr. Hyche subsequently filed bankruptcy, and the Court dismissed
him from this action without prejudice.  Mr. Summerford answered
and counterclaimed against Synovus.  By memorandum opinion and
partial final judgment order dated May 10, 2013, the Court
dismissed Summerford's counterclaims with prejudice.

The Loan was secured by three real estate parcels.  As evidenced
by the Foreclosure Deeds, Synovus conducted mortgage foreclosure
sales of the parcels comprising the Real Property and was the
prevailing bidder for the Real Property at the mortgage
foreclosure sales.

The Plaintiff is represented by:

          Jennifer Harris Henderson, Esq.
          Stewart M. Cox, Esq.
          BRADLEY ARANT BOULT CUMMINGS LLP
          One Federal Place
          1819 Fifth Avenue North
          Birmingham, AL 35203
          Telephone: (205) 521-8400
          Facsimile: (205) 488-6400
          E-mail: jhenderson@babc.com
                  scox@babc.com

The Plaintiff is represented by:

          Bruce L. Gordon, Esq.
          John G. Dana, Esq.
          GORDON DANA GILMORE & MANER LLC
          600 University Park Pl
          Birmingham, AL 35209
          Telephone: (205) 874-7951
          Facsimile: (205) 776-6547
          E-mail: bgordon@gattorney.com
                  jdana@gattorney.com

The case is Synovus Bank v. Ralph Q. Summerford, Case No. Case No.
2:12-CV-3598-VEH, in the United States District Court for the
Northern District Alabama, Southern Division.

A full-text copy of the November 20, 2014 memorandum of decision
is available at http://bit.ly/1FIBSFVfrom Leagle.com.

Tarrie Hyche filed for Chapter 11 bankruptcy (Bankr. N.D. Ala.
Case No. 12-72304) on November 5, 2012.


TEXOMA PEANUT: Gets Court Approval to Auction Off Assets
--------------------------------------------------------
Texoma Peanut Co. and its two subsidiaries received approval from
a bankruptcy judge to sell almost all of their assets at auction.

Judge Tom Cornish of U.S. Bankruptcy Court for the Eastern
District of Oklahoma approved last week a bidding process, which
allows Texoma Peanut to solicit offers for the assets and hold an
auction on Dec. 15.

The company's lenders Wells Fargo Bank, N.A. and Wells Fargo
Equipment Finance, Inc. are among the likely bidders expected to
take part in the auction.  They may credit bid their claims on the
assets that constitute their collateral.

Under the bidding process, bids on the assets must be received by
the company's sales agent Lakeshore Food Advisors, LLC before
Dec. 12, at 4:00 p.m. (prevailing Central Time).

A court hearing to consider the sale of the assets to the winning
bidder will be held on Dec. 17.  Objections to the sale are due by
Dec. 13.

Early last month, Texoma Peanut completed the sale of its
processing plant, including equipment used at the plant, in
Madill, Oklahoma, to Golden Peanut Co., LLC.

The sale of the assets, which constitute collateral of Great
Western Bank, allowed the company to eliminate its debt to the
bank which was owed as much as $11 million, court papers show.

                        About Texoma Peanut

Texoma Peanut Company was incorporated by Clint Williams in 1961
as a Southern Oklahoma bulk peanut drying, handling and storage
operation, buying and storing peanuts for shellers.  In 1968, The
Clint Williams Company was established as a sheller and processor
of peanuts for both seed and edible markets.  Although The Clint
Williams Company was later merged into TPC, the company continues
to do its processed peanut business under the "Clint Williams
Company" name which is the name known best in the domestic and
international peanut industry.  TPC and its subsidiaries own 15
buying points and storage facilities -- 4 in Oklahoma, 9 in Texas,
and 2 in Mississippi.  TPC owns 99% of Clint Williams Company-
Western Division LLC and 100% of Clint-Co Peanut Company.

TPC and two subsidiaries sought Chapter 11 bankruptcy protection
(Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma,
on Nov. 6, 2014.  The cases are assigned to Judge Tom R. Cornish.
The judge has granted joint administration of the Chapter 11
cases.

According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due March 6, 2015.  Creditors who are
governmental entities have until May 9, 2015, to file claims.

The Debtors have tapped Crowe & Dunlevy as counsel and Dixon
Hughes Goodman as bankruptcy accountants.

The Debtors say they have $49 million in assets.  Secured debt
includes $3.45 million owed to Wells Fargo Bank, N.A., and $2.33
million owed to Wells Fargo Equipment Finance.   Wells Fargo Bank
is represented by William L. Wallander, Esq., at VINSON & ELKINS
LLP, in Dallas, Texas.

As of the Petition Date, an official committee of unsecured
creditors has not yet been appointed in the Cases.

The Debtors sought bankruptcy for protection with plans to sell
all of their core business assets and, thereafter, file a joint
plan of reorganization.  The Debtors expect that by Nov. 24, 2014,
they will have obtained a court order approving the bid procedures
and scheduling an auction date and final sale hearing.  The
Debtors intend to consummate the sale on or prior to Dec. 31,
2014.


TLC HEALTH: Creditors' Meeting Adjourned to Dec. 12
---------------------------------------------------
The U.S. Trustee for Region 2 announced that the meeting of
creditors of TLC Health Network has been adjourned to Dec. 12, at
12:00 p.m.

The meeting of creditors will be held at Buffalo UST - Olympic
Towers.

The court overseeing the bankruptcy case of a company schedules
the meeting of creditors usually about 30 days after the
bankruptcy petition is filed.  The meeting is called the "341
meeting" after the section of the Bankruptcy Code that requires
it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                   About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debt of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  Damon & Morey LLP is the Debtor's
special health care law and corporate counsel.  The Bonadio Group
is the Debtor's accountants.  Howard P. Schultz & Associates, LLC
is the Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.


TRILOGY INTERNATIONAL: S&P Affirms 'B-' Corp. Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Trilogy International Partners LLC.  At the same
time, S&P affirmed the 'CCC' rating on the company's senior
secured notes due 2016, which is two notches below S&P's corporate
credit rating, reflecting the structurally subordinated position
of the holding company's debt to its subsidiaries.  The outlook
remains stable.

"Our ratings on Trilogy reflect the company's small scale amid a
very competitive environment, some geographic diversity, and weak
operating efficiency with margins below those of its peers," said
Standard & Poor's credit analyst Marcela Duenas.  S&P's assessment
also considers Trilogy's exposure to relatively high country risk
and strong regulatory environment.  S&P expects the company to
continue growing due to a larger subscriber base, a greater
proportion of postpaid customers in its portfolio, and an increase
in data services.

S&P's ratings also incorporate its expectations for funds from
operations (FFO) to debt below 12% and the company's negative cash
flow ratios.  S&P also anticipates FOCF will remain negative
because of the capital-intensive nature of the industry.

The two-notch difference between the rating on the notes and the
corporate credit rating results from a ratio of priority debt to
consolidated assets exceeding 30%, creating a material
disadvantage to the holding company creditors in a bankruptcy or
liquidation scenario.


TRULAND GROUP: WARN Claimants Can Proceed as Class
--------------------------------------------------
Bankruptcy Judge Brian F. Kenney in Alexandria, Virginia, denied
the request of the Chapter 7 Trustee of Truland Group Inc. to
dismiss a lawsuit alleging violations of the Worker Adjustment and
Retraining Notification (WARN) Act.  The Court held that the
Plaintiffs' claims, if allowed, will be entitled to administrative
priority under Section 503(b)(1)(A)(ii) of the Bankruptcy Code,
and that the class action mechanism is superior to requiring the
filing of hundreds of applications for administrative expenses in
these cases, subject to class certification under Fed.R.Civ.P.
Rule 23(b).

The Complaint alleges that as of July 18, 2014, the Debtors were
operating an electrical contractor business with approximately
1,000 full and part-time employees.  It alleges that on or about
July 21, 2014, the Debtors terminated all of their employees.  The
Plaintiffs allege that the Debtors violated the WARN Act by
failing to give the required 60 days' notice in advance of their
terminations.

The case is, SATINA MATTHEWS SUMMER JAMES, Plaintiffs, v. TRULAND
GROUP, INC., et al., Defendants, Adv. Proc. No. 14-01136-BFK
(Bankr. E.D. Va.).  A copy of the Court's November 26, 2014
Memorandum Opinion and Order is available at http://is.gd/3JR29I
from Leagle.com.

Truland Group Inc. designs and installs electrical infrastructure.
The entities sought Chapter 7 protection after halting operations.
On July 23, 2014, each of the Debtors filed a voluntary petition
under Chapter 7 of the Bankruptcy Code.  The lead voluntary
Chapter 7 case is In re The Truland Group Inc., 14-bk-12766, U.S.
Bankruptcy Court, Eastern District of Virginia (Alexandria). The
cases are being jointly administered, but are not substantively
consolidated.  Klinette H. Kindred, Esq., is the duly appointed
Chapter 7 Trustee.  She may be reached at:

     Klinette H. Kindred, Esq.
     TYLER, BARTL, RAMSDELL AND COUNTS PLC
     300 N Washington St
     Alexandria, VA 22314
     Tel: 703-549-5000
     Fax: 703-549-5011


TRUMP ENTERTAINMENT: Makes Union Offer to Keep Taj Mahal Open
-------------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that Trump Entertainment Resorts Inc. made a "last-ditch effort"
that it said would restore full healthcare to its unionized
employees and allow for the casino to stay open.

According to the report, in a Nov. 21 letter to Unite Here Local
54 union official C. Robert McDevitt, Trump Entertainment Chief
Executive Officer Robert F. Griffin proposed restoring the
healthcare benefits to the employees for at least two years and
contributing 81 cents per hour worked by those employees to a new
pension plan.  In exchange, Mr. Griffin said the union would have
to drop its appeal of a court order allowing the cancellation of
its labor contract and support the company's efforts to emerge
from bankruptcy, the report related.

               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.

The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors.  The Committee tapped
Gibbons P.C. as its co-counsel, the Law Office of Nathan A.
Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as
its financial advisor.


TRUMP ENTERTAINMENT: Wants Atlantic City's Tax Debt Auction Nixed
-----------------------------------------------------------------
Law360 reported that Trump Entertainment Resorts Inc. and its top
lender, Carl Icahn, objected to Atlantic City, New Jersey's
request to auction tax certificates for $22 million the company
allegedly owes, arguing the casino operator's turnaround plan
could be derailed if it's saddled with tax liabilities that aren't
yet finally adjudicated.

According to the report, in separate filings in Delaware
bankruptcy court, Trump Entertainment and Icahn said they would be
severely prejudiced by the auction, which assumes Atlantic City
will prevail in the debtors? appeals over the tax assessments,
when the matter hasn't been properly heard and could greatly
reduce Trump Entertainment?s tax burden.  The auction could make
it more difficult for Trump Entertainment to stay on course to
reorganize debts for the faltering Taj Mahal, its last remaining
casino, the report related.

                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.

The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors.  The Committee tapped
Gibbons P.C. as its co-counsel, the Law Office of Nathan A.
Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as
its financial advisor.


ULTURA (LA): Gets Interim Loan to Accompany Global Deal
-------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Ultura (Oceanside) Inc. nailed down a global
settlement between the Official Committee of Unsecured Creditors
and secured lender UAC Finance Inc., as prospective buyer,
enabling the bankruptcy court to grant interim approval for an
$801,000 loan from the buyer.

As previously reported by The Troubled Company Reporter, citing
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, Ultura entered into a global settlement with the Creditors'
Committee and UAC underwhich UAC will provide as much as $635,000
to pay some suppliers in full and set aside another $700,000 in
trust to cover wind-down costs and claims of other unsecured
creditors.  UAC will also pay $2.25 million to Dr. Hans J. Rohrer,
one of the biggest creditors, in full satisfaction of his claim.

                         About Ultura (LA)

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.

The cases are pending joint administration under Endeavour
Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J.
Carey (Bankr. D. Del.).

As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.70 million in
series c convertible preferred stock and a $41.48 million total
stockholders' deficit.

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.

Ultura (LA) Inc. filed a voluntary Chapter 11 petition
(Bankr. D. Del. Case No. 14-12382) on Oct. 20, 2014 in Long Beach,
California, James E. O'Neill, Esq., of PACHULSKI STANG ZIEHL &
JONES LLP at Wilmington, in California, serves as counsel to the
Debtor.  The Debtor estimated up to $10 million in assets and up
to $50 million in liabilities.  An affiliate, Ultura (Oceanside)
Inc., sought Chapter 11 protection (Case No. 14-12383) on the same
day.


ULTURA (LA): Gets New UAC Sale Contract After Global Settlement
---------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Ultura (Oceanside) Inc., a developer of water
treatment products marketed under the Rochem and Sepro brands,
entered into a global settlement agreement with its Official
Committee of Unsecured Creditors and a new sale contract with
secured lender UAC Finance Inc.

According to the report, when Ultura filed a Chapter 11 petition
in October, it had a contract already negotiated for UAC to buy
the business in exchange for debt and payment of some unsecured
claims, but the Creditors' Committee objected to some aspects of
the sale.

The settlement calls for UAC to provide as much as $635,000 to pay
some suppliers in full and set aside another $700,000 in trust to
cover wind-down costs and claims of other unsecured creditors, the
report related.  In addition, UAC will pay $2.25 million to Dr.
Hans J. Rohrer, one of the biggest creditors, in full satisfaction
of his claim, the report further related.

                         About Ultura (LA)

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.

The cases are pending joint administration under Endeavour
Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J.
Carey (Bankr. D. Del.).

As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.70 million in
series c convertible preferred stock and a $41.48 million total
stockholders' deficit.

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.

Ultura (LA) Inc. filed a voluntary Chapter 11 petition
(Bankr. D. Del. Case No. 14-12382) on Oct. 20, 2014 in Long Beach,
California, James E. O'Neill, Esq., of PACHULSKI STANG ZIEHL &
JONES LLP at Wilmington, in California, serves as counsel to the
Debtor.  The Debtor estimated up to $10 million in assets and up
to $50 million in liabilities.  An affiliate, Ultura (Oceanside)
Inc., sought Chapter 11 protection (Case No. 14-12383) on the same
day.


UNITEK GLOBAL: Investors Win Access to Emails in Ch. 11 Fight
-------------------------------------------------------------
Law360 reported that Red Oak Partners LLC, a shareholder aiming to
challenge UniTek Global Services Inc.'s prepackaged Chapter 11
plan, won access to emails related to the bankrupt company's
prepetition marketing but lost a bid to get additional documents
from the telecommunications services contractor.

According to the report, U.S. Bankruptcy Judge Peter J. Walsh
granted in part the discovery request by shareholders Red Oak and
John Randall Waterfield, a member of Red Oak's board of directors,
ruling that UniTek should turn over emails concerning its
unsuccessful sale process, rejecting the company's claim that
doing so would be unfeasible given the sheer volume of
communication.

As previously reported by The Troubled Company Reporter, citing
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, Red Oak Partners and John Randall Waterfield complained that
the plan is the result of UniTek's "abandonment" of existing
equity and the strategy of term-loan lenders to acquire all the
reorganized company's stock by using a "depressed and flawed
valuation thesis and a lightning-quick Chapter 11 process."

                  About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

On Nov. 3, 2014 UniTek Global and nine subsidiary companies filed
petitions in the United States Bankruptcy Court for the District
of Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code.  The Debtors' cases have been assigned to Judge
Judge Peter J. Walsh. The Debtors are seeking to have their cases
jointly administered for procedural purposes, with pleadings to be
maintained on the case docket for UniTek Global Services, Inc.,
Case No. 14-12471.

The Debtors have tapped Morgan, Lewis & Bockius LLP as counsel;
Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; Miller
Buckfire & Co. LLC, as financial advisor; Protiviti Inc., and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.

As of Sept. 30, 2014, the Debtors have 2,500 employees,
substantially all of whom are full-time.

UniTek Global reported a net loss of $52.07 million on $472
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $77.7 million on $438 million of revenues
in 2012.

The Company's balance sheet at March 29, 2014, showed $250 million
in total assets against $257 million in total liabilities.


US CELLULAR: Fitch Rates New Sr. Unsecured Notes 'BB+'
------------------------------------------------------
Fitch Ratings has assigned a 'BB+ (EXP)' rating to United States
Cellular Corp.'s (USM) proposed senior unsecured notes offering.
Proceeds will be used for general corporate purposes, including
working capital, capital expenditures and potential spectrum
purchases.

USM's Issuer Default Rating (IDR) is 'BB+' with a Stable Outlook.
USM's ratings consider the consolidated ratings at Telephone and
Data Systems, Inc. (TDS), which also has an IDR of 'BB+' and a
Stable Rating Outlook.

Key Rating Drivers

The 'BB+' IDR reflects the challenges USM's wireless operations
face in the highly competitive wireless environment, which has led
to weak EBITDA margins and lower EBITDA. While subscriber trends
in core markets have begun to stabilize in the second half of
2014, operating profitability in 2014 is expected to be suppressed
due to billing system issues early in the year as well as higher
losses on equipment driven by strong smartphone sales.

Postpaid subscriber additions at USM have been under material
pressure for several years. In the fourth quarter of 2013, USM
began selling the iPhone which Fitch believes may reduce voluntary
churn over time, and should the company succeed in improving gross
additions, may eventually lead to subscriber growth. As results
stabilize and potentially improve, increased losses on equipment
are expected as USM loads more costly 4G LTE smartphones onto its
network, with the impact being offset by increased service revenue
over time. Losses on equipment could come down if there is a
strong uptake of equipment installment plans.

The ratings at TDS and USM reflect the current strong liquidity
position owing to the substantial cash balances, conservative
balance sheet, undrawn revolving credit facilities and long dated
maturities. The consolidated company does not have any material
maturities until 2033.

Fitch expects TDS's gross leverage to rise to approximately 3.0x -
3.1x at yearend 2014, up from 2.1x at year-end 2013. Fitch has
included a portion of partnership distributions (at a level which
Fitch views is sustainable) received from entities it does not
control in its calculations. Assuming participation in upcoming
wireless spectrum auctions, the sale of its non-core tower
business and continued wireless network investment, Fitch expects
leverage to remain around the 3.0x - 3.1x level in the
intermediate term.

Fitch expects free cash flow (FCF) levels in 2014 and 2015 to be
negative due to the continued high level of capital investment and
weaker wireless performance.

The sale of non-core assets has mitigated the effect of negative
FCF on USM and TDS. USM is in the process of selling the wireless
towers located in the Chicago and St. Louis markets that were sold
to Sprint. This follows the sale of certain wireless spectrum
licenses in 2013 and 2014 for more than $400 million.

In relation to its total outstanding debt of $1.72 billion at
Sept. 30, 2014, TDS has relatively high balances of cash and
short-term investments, which amounted to $573 million and $40
million, respectively.

Per policy, the company's maturities are very long. The earliest
notes at TDS are due in 2045 ($116 million) and at USM the
earliest maturity is in 2033 ($532 million). At TDS, the $400
million, undrawn revolving credit facility matures in December
2017, and at USM, the $300 million undrawn revolving credit
facility also matures in December 2017.

Rating Sensitivities

Negative Rating Action: Longer term, Fitch believes TDS's and
USM's ability to grow revenues and cash flows while competing
effectively against much larger national operators is key to
maintaining their 'BB+' IDRs. In addition, if gross leverage--
calculated including partial credit for material wireless
partnership distributions in EBITDA--approaches 3.5x, a negative
action could be contemplated.

Positive Rating Action: Fitch believes that competitive factors,
current subscriber trends and the company's relative position in
the wireless industry would not likely allow a positive rating
action at this time.


US CELLULAR: Moody's Assigns Ba1 Rating on New Sr. Unsecured Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to United States
Cellular Corporation ("US Cellular" or "USM") proposed offering of
senior unsecured notes. The company's other ratings and negative
outlook remain unchanged. The company expects to use the proceeds
for general corporate purposes.

Moody's has taken the following rating actions:

United States Cellular Corp.

  Senior Unsecured Notes: Rated Ba1, LGD3

Ratings Rationale

USM's Ba1 senior unsecured debt rating reflects the company's
modest leverage, good liquidity, and several valuable non-core
investments that could be monetized in order to provide additional
financial flexibility. USM's rating is constrained by the intense
competitive challenges that it faces as a relatively small
regional wireless operator. US Cellular had endured 18 consecutive
quarters of postpaid subscriber losses amid heightened competitive
activity (when it did not have the ability to offer its customers
the iPhone) and execution mistakes (complications during the
billing system conversion) before the most recent quarter (3Q
2014) when it added 52,000 postpaid subscribers. Nevertheless,
Moody's believe that USM's lack of scale, even with crisp
execution, will limit the company's ability to significantly
improve its margins and thus materially grow earnings and cash
flows over the next few years. Consequently, leverage at USM is
likely to remain elevated over the next few years.

Since Moody's expects increasing competitive challenges to
constrain USM's ability to grow its earnings and cash flows, a
rating upgrade is unlikely at this time.

The failure to sustain recent positive subscriber trends will have
a negative ratings impact as will additional debt financed
investments. Specifically, if leverage is likely to be above 3.50x
(Moody's adjusted) for an extended period and free cash flow
remains negative, another rating downgrade is likely. Also, a
decision by USM to sell assets (i.e. spectrum, towers) and return
all proceeds to shareholders could also lead to a ratings
downgrade.

The principal methodology used in this rating was Global
Telecommunications Industry 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.


US CELLULAR: S&P Rates Up to $500MM New Unsecured Notes 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating and '3' recovery rating to United States
Cellular Corp.'s proposed senior unsecured notes.

U.S. Cellular Corp., an 84%-owned operating subsidiary of U.S.
diversified telecommunications services provider Telephone and
Data Systems Inc., recently announced board authorization to issue
up to $500 million in new debt securities.  The '3' recovery
rating indicates S&P's expectation for meaningful (50%-70%)
recovery for lenders in the event of a default.  Although S&P
believes that recovery for unsecured debtholders under the current
capital structure would likely be higher, it caps the recovery
rating on unsecured debt issued by companies in the 'BB' rating
category at '3' to account for the greater risk of recovery
prospects being impaired due to incremental debt issuance prior to
default.  S&P expects the company will use proceeds from the
planned debt issuance to fund capital expenditures, spectrum
purchases, and to supplement its liquidity position.

The 'BB' corporate credit rating and stable outlook remain
unchanged.  Pro forma for the full $500 million debt raise, S&P
expects lease- and pension-adjusted debt to EBITDA would increase
to 3.6x in 2014 from 2.3x as of Sept. 30, 2013, declining to the
low-3x area in 2015.  S&P expects funds from operations to debt
will be in the low- to mid-20% area over the next few years.

RATINGS LIST

Telephone and Data Systems Inc.
United States Cellular Corp.
Corporate Credit Rating            BB/Stable/--

New Rating

United States Cellular Corp.
Senior Unsecured Notes             BB
  Recovery Rating                   3


WILLIAMSON MURRAY: Exemption Upheld in Circuit Court
----------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Court of Appeals for the 10th Circuit
in Denver joins a growing list of appellate courts upholding the
constitutionality of so-called bankruptcy-specific exemptions.

According to the report, in an individual's bankruptcy case, U.S.
Circuit Judge Carlos F. Lucero upheld the lower courts and said
bankruptcy-specific state exemptions pass constitutional muster.
Judge Lucero said that a 1991 10th Circuit case called Kulp upheld
similar exemptions under constitutional attack, the report
related.

The case is Williamson v. Murray (In re Murray), 13-034, U.S. 10th
Circuit Bankruptcy Appellate Panel (Denver).


YMCA MILWAUKEE: Files Reorganization Plan, Has Bank Group Support
-----------------------------------------------------------------
The YMCA of Metropolitan Milwaukee filed its formal plan of
reorganization with the U.S. Bankruptcy Court for the Eastern
District of Wisconsin on Nov. 30, 2014.

The Company feels the Plan will be 100% consensual among the
entire bank group, and hopes to receive full trade creditor
approval as well.

The Company has requested a hearing date as early as possible to
approve the Plan, with the hope of exiting Chapter 11 as soon as
late January 2015.

The restructuring process has included:

   -- sale of over 70% of the Company's owned properties;

   -- sale of the Company's former charter school, the Young
Leaders Academy;

   -- transferring select programs to organizations better-
equipped to run them long-term;

   -- finalizing the difficult process of reducing staff by 55% to
better align with its smaller footprint;

   -- beginning to selectively rebuild the leadership team to help
drive future revenue growth, especially in the areas of sales and
development/donor relations; and

   -- negotiating the distribution of available sale proceeds,
cash and assets to repay as much debt as possible, while
preserving a viable go-forward financial and operating model.

The Plan and go-forward strategy is the result of months of
respectful, collaborative work involving the organization, its
creditors, its employees and the broader community.  The Company's
go-forward strategy involves a more rational revenue mix, a
smaller footprint and fewer programs that are now realigned for
greater impact.  If the Plan is approved by the Court, the Company
will emerge from Chapter 11 debt free and better positioned to
carry out its vision of a stronger, healthier Milwaukee where
families of all incomes and backgrounds truly thrive.

"We are grateful for the remarkable support of BMO Harris Bank and
the other participating banks, as well as members of the community
who have stepped up with their own philanthropy to make the
transitions to Milwaukee College Prep and our neighboring YMCA's
possible.  As the result of the generosity of so many, we have
been able to devise a solution that preserves our ability to
provide much needed services to our members and the community
while repaying our creditors what was possible," said Bob Venable,
Chairman of the Board of the YMCA of Metropolitan Milwaukee.
""Throughout the restructuring process, we have made the necessary
but difficult decisions to address our financial and operating
challenges, reduce the size and scope of our organization and
realign our operations and revenue model.  Thanks to the hard work
of our team and the support this plan has received from the banks,
our employees, members and the broader community, we will be well-
positioned to emerge from Chapter 11 a stronger, more focused
organization poised to truly deliver upon our mission in
Milwaukee."

Specifically, the Company will be transitioning away from programs
and services not core to its mission, and instead refocusing its
work in its strongest areas: health and wellness and non-academic
youth development.  The Company will place a priority emphasis on
programs dedicated to swim education, corporate and community
wellness, senior wellness and socialization, before- and after-
school care, and day and overnight camps, in addition to fitness
programming at its centers.  In doing so, the Company will be
adapting its traditional center-based model and making a far
greater effort to bring its programs out to the community through
partnerships with schools, corporations, parks, counties,
municipalities and other non-profits that can both help drive down
costs and increase reach and effectiveness.

"Since we began to meaningfully confront our challenges, we have
met with a wide-ranging representation of our community: members,
employees, political leaders, business leaders, community leaders,
among others.  The resounding emphasis among the hundreds we've
met with has been: 'The Y Matters and is Worth Saving,'" said
Julie Tolan, President and Chief Executive Officer of the YMCA of
Metropolitan Milwaukee.  "This plan is not only a reflection of
negotiations with our creditors; it importantly is also a
representation of what the community needs from the Y, and
positions us to be a true champion of families in their efforts to
lead healthy, productive lives.  As we move forward, I speak for
our entire organization when I say we are grateful for this second
chance and are humbled by the tremendous support we have received
from every corner of the community."

                        About YMCA Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The cases are assigned to Judge Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


ZHONE TECHNOLOGIES: Has $2.7-Mil. Net Loss in Third Quarter
-----------------------------------------------------------
Zhone Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $2.7 million on $29.44 million of net revenue for
the three months ended Sept. 30, 2014, compared with net income of
$1.6 million on $31.51 million of net revenue for the same period
in the prior year.

The Company's balance sheet at Sept. 30, 2014, showed
$69.6 million in total assets, $33.5 million in total liabilities
and total stockholders' equity of $36.2 million.

Although the Company generated net income for the year ended
Dec. 31, 2013, the Company has incurred net losses in prior years
and for the three and nine months ended Sept. 30, 2014, and there
can be no assurance that the Company will continue to generate net
income in any future period.

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

                       http://is.gd/ZOKKq3

Oakland, Calif.-based Zhone Technologies, Inc. (NASDAQ: ZHNE) is a
global leader in all IP multi-service access solutions, serving
more than 750 of the world's most innovative network operators.


* 15 Individual Ch. 7 Filings in Lancaster, PA
----------------------------------------------
LancasterOnline reports that 15 individuals in Lancaster County
filed for Chapter 7 bankruptcy in the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania, from Nov. 18 to 24.

LancasterOnline says the Chapter 7 filers include:

      a. Louis S. Disano, at 100 block of Whitney Road;

      b. Wayne P. and Jo A. Hall, at 2300 block of Wilkes Road;

      c. Harry A. Hankle, at 2400 block of State Street, East
         Petersburg;

      d. Douglas M. Patches, at first block of Brooklane Court,
         Elizabethtown;

      e. Francisco Jr. and Andrea M. Rivera, at 1000 block of
         Williamsburg Road;

      f. Edward W. Craig, at 600 block of New Dauphin Street;

      g. Robert W. and Tammy A. Ferrell, at 200 block of North
         Ridge Road, Reinholds;

      h. Frederick Carl Jr. and Heidi Rudl Zimmerman, at first
         block of East Chestnut Street, Ephrata;

      i. Teresa W. Scott, at 300 block of South Rockford Road,
         Mountville;

      j. Michael A. Benefiel, at 100 block of Groffdale Drive,
         Quarryville;

      k. Ashley Lauren Charley, at first block of Park Lane,
         Mountville;

      l. Debra Jean Forney, at 800 block of Mount Gretna Road,
         Elizabethtown;

      m. Roberto Antonio Echavarria, at 209 Zwecker Circle, New
         Holland;

      n. Paul R. and Barbara L. Miccolupi, at 3600 block of Lynne
         Lane, Millersville; and

      o. Angelica C. Masser, at first block of West High Street,
         Elizabethtown.

LancasterOnline adds that there were also three Chapter 13
bankruptcy filings:

      a. David A. Lesher, at 200 block of East Main Street,
         Adamstown;

      b. Jason E. and Brenda S. Hughes, at 100 block of Pommel
         Lane, Marietta; and

      c. Kevin Brewer, at 624 Florin Avenue, Mount Joy, and
         Kimberly Brewer, at 766 Knoll Drive, Mount Joy.


* Amended Bankruptcy Rules Became Effective Dec. 1
--------------------------------------------------
A number of amendments to the Federal Rules of Practice and
Procedure and official bankruptcy forms became effective December
1, 2014. The changes to the Federal Rules follow recommendations
by the Judicial Conference of the United States, review by the
Supreme Court, and consideration by Congress. The amendments
affect the Appellate, Civil, Criminal, Bankruptcy and Evidence
Rules.

The Federal Rules of Practice and Procedure govern the conduct of
trials, appeals, and cases under Title 11 of the United States
Code. In the Rulemaking process, it usually takes two to three
years for a proposal to be enacted as a rule.

The Judicial Conference Committee on Rules of Practice and
Procedure reviews the findings of its advisory committees, and
determines whether to recommend Judicial Conference approval of
the proposed rules amendments. If the Conference approves the
amendments, it transmits them to the Supreme Court. The Court
considers the proposals and, if it concurs, officially promulgates
the revised rules by order before May 1, to take effect no earlier
than December 1 of the same year, unless Congress enacts
legislation to reject, modify, or defer the pending rules.


* House Approves Bank Bankruptcy Bill
-------------------------------------
Ronald Orol, writing for The Deal, reported that the House of
Representatives has voted to approve a bipartisan bill amending
the bankruptcy code for large financial institutions as part of an
ongoing response to the 2008 collapse of Lehman Brothers.

According to the report, the bill H.R. 5421, titled the Financial
Institution Bankruptcy Act of 2014 or FIBA, seeks to ensure that a
failing big bank can employ the traditional bankruptcy process in
a way that doesn't cause collateral damage to the global financial
markets.  The bill, which is supported by Wall Street, is intended
to drive failing banks to employ bankruptcy instead of an
alternative system set up by the post-crisis Dodd-Frank Act known
as the Orderly Liquidation Authority, the report related.


* Lawyer Called Sociopath by Judge Suspended From Pa. Bar
---------------------------------------------------------
Law360 reported that a Pennsylvania attorney who was called a
sociopath by a federal judge, and is facing a bankruptcy court
investigation into allegations he overcharged retainer fees, was
suspended for three years over separate claims he mismanaged
client trust accounts.

According to the report, the Pennsylvania Supreme Court accepted
the state disciplinary board's joint petition with Jason Joseph
Mazzei of Mazzei & Associates, suspending him until 2017.

As previously reported by The Troubled Company Reporter, citing
Bill Rochelle, a bankruptcy columnist for Bloomberg News, Mr.
Mazzei had an appeal dismissed in which he was trying to
disqualify U.S. Bankruptcy Judge Thomas P. Agresti from presiding
over any of his cases.  The Bloomberg report said Chief Bankruptcy
Judge Jeffrey A. Deller in Pittsburgh in April called on Judge
Agresti to preside over a district-wide investigation into Mr.
Mazzei's conduct and decide whether he could continue representing
bankrupts.  At a hearing in May 2013, Judge Agresti called Mr.
Mazzei a "sociopath," prompting the lawyer to ask for another
judge to handle the disciplinary proceedings.

The case is Office of Disciplinary Counsel v. Jason Joseph Mazzei,
case number 45 DB 2012, in the Supreme Court of Pennsylvania.


* US DOJ Collects $24.7 Billion in Penalties from Big Banks
-----------------------------------------------------------
Andrew Ramonas, writing for Legal Times, reported that the U.S.
Department of Justice in fiscal 2014 secured $24.7 billion from
its cases, more than tripling its haul from fiscal 2013.
According to the report, U.S. Attorney General Eric Holder Jr.
announced that the money flows mostly from deals JPMorgan Chase &
Co. and Citigroup Inc. reached to settle financial fraud claims
stemming from the 2008 financial crisis.  The settlements with the
banks accounted for $20 billion of DOJ's collection, the report
related.


* Wells Fargo 'Living Will' Passes But Needs Work, Fed Says
-----------------------------------------------------------
Law360 reported that two federal banking regulators tacitly
approved Wells Fargo & Co.'s proposal for keeping its own
theoretical bankruptcy from tearing down the U.S. financial
system, but said that the plan could use some improvements going
forward.  According to the report, the Federal Reserve and Federal
Deposit Insurance Corp. said that they had completed a review of
the bank's 2014 resolution plan and that it showed improvements
from the previous year's and progress on problems the agencies
identified in earlier guidance, according to a joint statement.


* Blank Rome Adds Veteran Bankruptcy Attorney in New York
---------------------------------------------------------
Blank Rome LLP announced that Rick Antonoff joined the Firm as a
Partner in the Finance, Restructuring, and Bankruptcy group. Mr.
Antonoff brings nearly 25 years of bankruptcy law experience to
the Firm, with added emphasis on cross-border cases and insolvency
issues arising in structured finance, securitization, and
derivatives. He is based in the Firm's New York office.

"We are thrilled to welcome Rick to Blank Rome," said Alan J.
Hoffman, Chairman and Managing Partner. "With the economy
continuing to recover from the financial crisis, we are seeing
more leveraged and high-yield financings, more cross-border
transactions, more distressed investing, and more risk-taking as
lenders and investors look for new avenues for growth. Rick's
extensive experience advising top tier financial institution
creditors and investors makes him an excellent fit for our Firm
and our clients."

Mr. Antonoff joins Blank Rome from the Financial Restructuring
Group at Clifford Chance. In his practice, he represents secured
and unsecured creditors, official and ad-hoc committees,
investors, and other parties in bankruptcy proceedings, out-of-
court restructuring, commercial litigation, financing, and
distressed mergers and acquisitions.

Mr. Antonoff represented major creditors in some of the largest
Chapter 11 cases, including Arcapita, Refco, American Airlines, LA
Dodgers, GSC Group, Extended Stay Hotels, and HearUSA. He also
represented a member of the bank steering committee in several of
the monoline insurance company restructurings, including Ambac,
FGIC, and MBIA. Along with his work for leading financial
institutions, Mr. Antonoff advised private equity firms such as
Fortress and C-III Capital, and operating companies such as
Siemens, Mitsui, GDF Suez, and The Hisense Group (China). A
growing facet of his practice is cross-border bankruptcies and
transactions, especially in Latin America, where he was U.S.
bankruptcy counsel to Varig Airlines, and advises clients with
interests in the Argentina bonds litigation.

"With companies chasing higher returns and increasing their focus
on global expansion, Rick's years of restructuring and cross-
border experience will further strengthen the Firm's resources in
New York and provide enhanced capabilities in working with
businesses in foreign countries," said Regina Stango Kelbon, Co-
Chair of the Finance, Restructuring, and Bankruptcy group.

Mr. Antonoff added, "I'm excited to join a Firm that is known for
its strength in financial services and has a deep and nationally
recognized leading bankruptcy practice. Key areas that support my
practice?banking and finance, commercial real estate, structured
finance, litigation, and M&A, to name a few?are strong here, and
complement the work I do for my clients."

Mr. Antonoff received his JD, cum laude, from Cardozo Law School
where he was Senior Editor of Law Review, and his BA from
Binghamton University. He is a member of the Bankruptcy and
Corporate Reorganization Committee of the New York City Bar
Association, and Chair of the Subcommittee on Intercreditor
Issues; the Business Law Section of the American Bar Association;
and the American Bankruptcy Institute. He recently served as a
Board Member and Secretary of New York Junior Tennis & Learning,
the largest tennis and education-themed community not-for-profit
organization in the U.S.

Mr. Antonoff may be reached at:

         Rick Antonoff, Esq.
         BLANK ROME LLP
         The Chrysler Building
         405 Lexington Avenue
         New York, NY 10174-0208
         Tel: (212) 885-5327
         Fax: (212) 885-5001


* Jonathan Loeb, Jeffrey Rosenfeld Join Blank Rome's L.A. Office
----------------------------------------------------------------
Blank Rome LLP on Dec. 1 disclosed that Jonathan A. Loeb and
Jeffrey Rosenfeld have joined the Firm's Corporate Litigation
group as Partner and Of Counsel, respectively.  Mr. Loeb brings
more than twenty years of complex litigation experience to the
Firm, with a practice that ranges across several industries,
including entertainment, real estate, and healthcare law.
Mr. Rosenfeld also has a breadth of experience, with a practice
that includes litigation involving corporate governance,
entertainment, intellectual property, and bankruptcy.  Both
Mr. Loeb and Mr. Rosenfeld join Blank Rome's Los Angeles office
from Bingham McCutchen LLP, where Mr. Loeb served as Managing
Partner of the firm's Santa Monica office and Chair of the
Entertainment, Media and Communications group.

"We are thrilled to welcome Jon and Jeff in our Los Angeles
office.  Their combined litigation experience within the
entertainment, real estate, and healthcare spaces is a perfect
complement to the innovative work we're doing in the region," said
Alan J. Hoffman, Chairman and Managing Partner.  "This past year
has been one of significant and strategic growth for us on the
West Coast, and Jon and Jeff will help to further strengthen our
regional presence and global capabilities."

Mr. Loeb has represented studios and television networks and
affiliates, film financiers, and production companies in a variety
of types of intellectual property and entertainment litigation. In
addition, he counsels clients in real estate disputes involving
fiduciary duties and creditors' rights.  In the ever-changing
healthcare industry, Mr. Loeb represents provider groups and
physician management companies in a range of commercial
litigation.

"My decision to join Blank Rome was based upon a number of
factors, and in particular, I was extremely impressed with the
Firm's collaborative nature," said Mr. Loeb.  "I am excited to
play a role in helping to expand the breadth of the Firm's
offerings in this period of growth, and am confident that Blank
Rome will provide me with an excellent platform to continue to
build my practice and effectively serve my clients."

Mr. Rosenfeld's clients include officers and directors of
businesses in the technology, finance, and homebuilding
industries, as well as actors, musicians, producers, authors, and
other creative talent.  In addition to his commercial litigation
practice, Mr. Rosenfeld also represents high-profile individuals
facing cybersecurity and personal security threats.  Mr. Rosenfeld
has been named six times as a Southern California Rising Star by
Super Lawyers.  He added, "I'm looking forward to expanding the
Firm's presence in Los Angeles and contributing to its award-
winning Corporate Litigation group."

Mr. Loeb and Mr. Rosenfeld are joining a number of new additions
to the Los Angeles office's Corporate Litigation group.  Most
recently are Frank Kaplan and Ken Meyers, Partner and Of Counsel,
respectively.  In July, the Firm welcomed Partners Joshua Briones
and Ana Tagvoryan to the group.  Earlier this year, the Firm
expanded significantly on the West Coast with the addition of 21
attorneys in Los Angeles and San Francisco.

Mr. Loeb sits on the Board of Governors for the Association of
Business Trial Lawyers, and writes and lectures on commercial
litigation and legal ethics issues.  Mr. Rosenfeld serves on the
Judicial Elections Evaluation Committee of the Los Angeles County
Bar, and has been published in the areas of special masters,
electronic discovery, and bankruptcy.  Both Mr. Loeb and
Mr. Rosenfeld also have significant charitable interests, having
worked with The Legal Aid Foundation of Los Angeles, Election
Protection, and the ACLU.

Mr. Loeb earned his JD from the University of Southern California
Law School, and his BA from the University of California,
Berkeley, where he graduated Phi Beta Kappa.  Mr. Rosenfeld earned
his JD from Harvard Law School, has advanced degrees from
Princeton University and The University of Chicago, as well as a
BA from the University of California, Berkeley, where he graduated
Phi Beta Kappa.

                       About Blank Rome LLP

With 500 attorneys serving clients around the globe, Blank Rome --
http://www.blankrome.com-- is an international law firm
representing businesses and organizations ranging from Fortune 500
companies to start-up entities.  Founded in 1946, Blank Rome
advises clients on all aspects of their businesses, including
commercial and corporate litigation; consumer finance; corporate,
M&A, and securities; environmental, energy, and natural resources;
finance, restructuring, and bankruptcy; intellectual property and
technology; labor and employment; maritime, international trade
and government contracts; matrimonial; products liability, mass
torts, and insurance; real estate; tax, benefits, and private
client; and white collar defense and investigations.  Blank Rome
also represents pro bono clients in a wide variety of cases and
matters.



                             *********

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.

                           *********

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.

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