TCR_Public/141204.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 4, 2014, Vol. 18, No. 337

                            Headlines

ADVANTAGE CLAIMS: Case Summary & 20 Largest Unsecured Creditors
ALLENS INC: Greenberg Traurig Sued for Receiving PACA Trust Funds
ALLIED IRISH: Richard Pym Appointed Non-Executive Chairman
APPVION INC: S&P Revises Outlook to Negative & Affirms 'B' CCR
ASPEN GROUP: Reports $1.1 Million Net Loss in Second Quarter

ASR CONSTRUCTORS: Inland Wants to Sell Machinery and Equipment
ATLS ACQUISITION: Court Approves CMS Settlement
ATLS ACQUISITION: Sale of Assets Gets Formal Approval
BALAJI HOSPITALITY: Case Summary & Unsecured Creditor
BAYOU SHORES: Florida Nursing Home Plans to Repay All Creditors

BRIGHT HORIZONS: Moody's Rates $150MM Incremental Loan 'B1'
BRIGHT HORIZONS: S&P Affirms 'B+' CCR; Outlook Remains Positive
CAESARS ENTERTAINMENT: Lenders Group Seek Receiver for Unit
CENTRAL COLLEGE, IA: Moody's Withdraws Ba2 2012A&B Bonds Rating
COCRYSTAL PHARMA: Completes Merger With RFS Pharma LLC

COMMUNITY FIRST: FDIC Terminates Bank Consent Order
COTT BEVERAGES: Moody's Assigns B3 Rating on New $615MM Sr. Bond
COUTURE HOTEL: Hires Pronske Goolsby as Counsel
CRGT INC: S&P Assigns 'B-' CCR & Rates $15MM Revolver 'B'
DISTRICT AT MCALLEN: Involuntary Chapter 11 Case Summary

DOUGLAS DYNAMICS: S&P Lowers Secured Debt Rating to 'BB-'
DVORKIN HOLDINGS: Dec. 11 Hearing on Bid to Sell Assets to NARE
EDENOR SA: Holdings Period of 9.4MM Treasury Shares Extended
ELBIT IMAGING: Amends 10.2MM Ordinary Shares Resale Prospectus
ENERGY FUTURE: Creditors' Panel Taps CRA as Energy Consultant

ENERGY FUTURE: Seeks to Pay Property Taxes
EYEMART EXPRESS: Moody's Assigns B1 Corporate Family Rating
EYEMART EXPRESS: S&P Assigns 'B' CCR & Rates $330MM Facility 'B'
FRED FULLER: Hires William Gannon as Bankruptcy Counsel
FREEDOM INDUSTRIES: AIG $3MM Coverage Deal Hits Roadblock

GLOBAL GEOPHYSICAL: Court Approves Deal with BNY Mellon
GREAT PLAINS: Court Denies Confirmation of Fifth Amended Plan
HDOS ENTERPRISES: Court Enters Final Decree Closing Case
IDERA PHARMACEUTICALS: Appoints Chief Executive Officer
IMPAX LABORATORIES: S&P Assigns 'BB' CCR; Outlook Stable

INTEGRATED BIOPHARMA: Three Directors Elected at Annual Meeting
KASPER LAND: Wins Approval to Sell Property to Old Macs
KOTARIDES ENTERPRISES: Voluntary Chapter 11 Case Summary
LOCATION BASED TECHNOLOGIES: Amends Code of Business Conduct
LEHR CONSTRUCTION: Court Approves Settlement Agreement with RSSM

LONG BEACH MEDICAL: Court OKs Polsky Advisors as Committee Advisor
LONG BEACH MEDICAL: Committee Can Tap Getzler as Financial Advisor
LONGVIEW POWER: Trial Over Insurance Dispute to Begin Jan. 20
MASON COPPELL: Liquidating Plan Approved
MOTORS LIQUIDATION: Wilmington Trust Files 2015 Wind Down Budget

NAARTJIE CUSTOM: South African Stores Go to Truworths for $2.7MM
NET TALK.COM: Three Directors Removed From Board
NII HOLDINGS: Has Deal With Noteholders for Debt-Equity Plan
NII HOLDINGS: Seeks Approval of Key Employee Incentive Plan
NUVILEX INC: Enters Into Licensing Agreement With Austrianova

O'REILLY & COLLINS: Boss Liable for $4.4MM Owed to Attorney
OCEANIA CRUISES: Moody's Withdraws B2 Corporate Family Rating
OVERLAND STORAGE: Closes Merger With Sphere 3D
PARADISE REDEVELOPMENT: S&P Raises TABs Rating From 'BB+'
PHOENIX COLLEGIATE: S&P Revises Ratings Outlook to Positive

PHOENIX PAYMENT: Seeks Until March 2015 to File Plan
POINT BLANK: Investors Reach $37MM Deal to Fund Ch. 11 Plan
PRESIDIO INC: S&P Puts 'B+' CCR on CreditWatch Negative
PRIME TIME INT'L: Proposes $3.6MM DIP Financing From Buyer
QUIZNOS: Chancery Won't Nix Ex-Execs' Indemnification Claims

REICHHOLD HOLDINGS: Creditors Take Aim at $106MM DIP, Sale Plans
REDDY ICE: Moody's Lowers Corporate Family Rating to Caa1
REGIONALCARE HOSPITAL: Moody's Affirms Caa1 Corp. Family Rating
RESEARCH SOLUTIONS: To Issue 2 Million Shares Under Equity Plan
REVEL AC: Wants Exclusive Solicitation Pd. Extended Thru March 16

ROSEVILLE SENIOR: CapitalSource Objects to Hiring of Consultant
RP CROWN: Moody's Affirms B3 Corp. Family Rating; Outlook Neg.
SAGE PRODUCTS: Moody's Affirms B2 Corporate Family Rating
SAGE PRODUCTS: S&P Cuts Rating on 1st Lien Debt Rating to B
SCRUB ISLAND: FirstBank PR Opposes Bid to Disallow No Vote

SENECA GAMING: S&P Withdraws 'BB' Issuer Credit Rating
SHOTWELL LANDFILL: Wants Adequate Protection Payments to LSCG
SKYLINE MANOR: Menomonee Health Buys Retirement Home for $13MM
SPENDSMART NETWORKS: Files Financial Statements of TechXpress
TENNECO INC: Moody's Rates New $225MM Sr. Unsecured Notes 'Ba3'

TENNECO INC: S&P Assigns 'BB' Rating on $225MM Notes Due 2024
TEXOMA PEANUT: Court Approves Dec. 15 Auction for Assets
TEXOMA PEANUT: Hires Lakeshore Food as Sale Advisor
THELEN LLP: Partners at Failing Firms Could Be Working for Free
TRAVELPORT WORLDWIDE: Appoints Chief Information Officer

VARIANT HOLDING: Has Until April 27 to File Plan
VILLAGE HOTEL: Lake Las Vegas Ex-Owners Settle Suit for $115MM
VINE OIL: Moody's Assigns B3 CFR & Rates New $350MM Loan Caa2
VINE OIL: S&P Assigns 'B' CCR & Rates $500MM 1st Lien Loan 'B'
WAFERGEN BIO-SYSTEMS: To Issue 900,000 Shares Under 2008 Plan

WESTMORELAND COAL: Reports Early Results of Tender Offer
WESTMORELAND COAL: S&P Rates Secured Notes Due 2021 'B'

* Recent Small-Dollar & Individual Chapter 11 Filings

                             *********

ADVANTAGE CLAIMS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Advantage Claims Recovery Group, Inc.
        4300 Beltway Drive
        Addison, TX 75001

Case No.: 14-35846

Chapter 11 Petition Date: December 2, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Robert Thomas DeMarco, Esq.
                  DEMARCO-MITCHELL, PLLC
                  1255 W. 15th St., Ste 805
                  Plano, TX 75075
                  Tel: (972) 578-1400
                  Fax: (972) 346-6791
                  E-mail: robert@demarcomitchell.com

Total Assets: $73,055

Total Liabilities: $1.34 million

The petition was signed by Richard Davis, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-35846.pdf


ALLENS INC: Greenberg Traurig Sued for Receiving PACA Trust Funds
-----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that R. Ray Fulmer, the Chapter 7 trustee for
Allens Inc., sued Greenberg Traurig LLP alleging that the law
firm, which represented the vegetable processor before and during
its Chapter 11 restructuring, knew the company was insolvent and
must give back the $1.4 million in fees it received before the
bankruptcy because that money should have been held in trust under
the federal Perishable Agricultural Commodities Act, or PACA.

According to the report, the Chapter 7 trustee said $24.9 million
remains unpaid to suppliers who provided fresh produce before
bankruptcy.

                        About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company.  Its
affiliate, All Veg Inc., also sought bankruptcy protection.

Bankruptcy Judge Ben T. Barry presides over the cases.  The
Debtors are represented by Stan D. Smith, Esq., Lance R. Miller,
Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A.
Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker,
Esq., at Greenberg Traurig, LLP, in New York.  Jonathan Hickman of
Alvarez & Marsal North America, LLC, serves as the Debtors' chief
restructuring officer.  Cary Daniel, Nick Campbell and Markus
Lahrkamp of A&M serve as assistant CROs.  Lazard Freres & Co. LLC
and Lazard Middle Market LLC serve as investment bankers, while GA
Keen Realty Advisors, LLC, serves as real estate advisor to the
Debtors.

Allens Inc. scheduled $294,465,233 in total assets and
$287,945,167 in total liabilities.

The Official Committee of Unsecured Creditors tapped Eichenbaum
Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy
Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq.,
and Robert B. Winning, Esq., as counsel.

On Feb. 12, 2014, the Court entered the order (i) authorizing and
approving the sale of substantially all of the assets of the
Allens Inc. to Sager Creek Acquisition Corp. -- which is owned by
investment funds controlled or advised by Sankaty Advisors LLC and
GB Credit Partners LLC -- free and clear of all liens, claims,
encumbrances, and interests; and (ii) approving the assumption and
assignment of certain of the Debtor's executory contracts and
unexpired leases.  The sale closed Feb. 28.

The Associated Press said the assets will be sold to Sager Creek
for $124.78 million.  Katy Stech, writing for Daily Bankruptcy
Review, reported that the investment vehicle won the bidding with
a $160 million offer, topping stalking horse bidder Seneca Foods
Corp. at a bankruptcy auction.  Seneca Foods signed an agreement
to purchase the Debtors' assets for $148 million plus assumption
of specified debt.

Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York.  Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.

The Troubled Company Reporter, on June 9, 2014, reported that the
Court issued an order converting Allens' (nka Veg Liquidation)
Chapter 11 reorganization case to Chapter 7 liquidation status,
following the Company's request for conversion.  Allen changed its
name to Veg Liquidation Inc. after the sale of its assets.


ALLIED IRISH: Richard Pym Appointed Non-Executive Chairman
----------------------------------------------------------
Allied Irish Banks, p.l.c., announced that Richard Pym will
succeed Mr. David Hodgkinson as non-executive Chairman with effect
from Dec. 1, 2014.  David will remain on the Board as a Non-
Executive Director until Dec. 18, 2014.

Chief Executive David Duffy paid tribute to David Hodgkinson for
his work over the last four years, stating, "David deserves
immense credit for his determination in helping AIB to recover and
stabilise.  He joined the bank as Chairman during a period of
extreme crisis and has led the company through a turbulent and
difficult time.  I have worked closely with him since I joined AIB
in December 2011 and deeply appreciate his support since then.
AIB welcomes Richard as Chairman and we look forward to working
together as we continue to build for the future."

                     About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

Allied Irish reported a loss of EUR1.59 billion on EUR1.34 billion
of net interest income for the year ended Dec. 31, 2013, as
compared with a loss of EUR3.55 billion on EUR1.10 billion of net
interest income in 2012.  Allied Irish incurred a net loss of
$2.32 billion in 2011.

At Dec. 31, 2013, the Company had EUR117.73 billion in total
assets, EUR107.24 billion in total liabilities and EUR10.49
billion in total shareholders' equity.


APPVION INC: S&P Revises Outlook to Negative & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Appvion Inc. to negative from stable.  S&P also
affirmed the 'B' corporate credit rating on the company.

The outlook revision to negative from stable reflects weak third
quarter 2014 performance relative to S&P's expectations, largely
driven by competitive pressures in the thermal paper market.  In
addition, average pricing on carbonless paper declined from the
addition of new products, and operating expenses were higher than
expected due to the complexity of the process to convert to a new
base paper.

"The negative outlook reflects the potential for performance to
fall short of our base case expectations, resulting in increasing
cash shortfalls and deteriorating liquidity," said Standard &
Poor's credit analyst Cheryl Richer.

S&P would likely lower its ratings on Appvion within the next few
quarters if it is not on track to meet S&P's base case
expectations for 2015.  This could result from volume and pricing
declines, as well as protracted operational difficulties.  Given
the covenant lite nature of its bank facility, S&P do not expect
constrained liquidity to be the trigger for a downgrade within the
next year.

S&P would revise the outlook to stable if revenue and margin
improvement over the next several quarters is on track to meet
2015 base case expectations.  Specifically, S&P would need to see
debt leverage declining toward 6.5x.


ASPEN GROUP: Reports $1.1 Million Net Loss in Second Quarter
------------------------------------------------------------
Aspen Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.13 million on $1.21 million of revenues for the three months
ended Oct. 31, 2014, compared to a net loss of $1.36 million on
$914,132 of revenues for the same period a year ago.

For the six months ended Oct. 31, 2014, the Company reported a net
loss of $1.99 million on $2.38 million of revenues compared to a
net loss of $2.50 million on $1.81 million of revenues for the
same period in 2013.

As of Oct. 31, 2014, the Company had $5.36 million in total
assets, $3.49 million in total liabilities and $1.87 million in
total stockholders' equity.

As of Nov. 28, 2014, the Company had a cash balance of $3 million.

A full-text copy of the Form 10-Q is available for free at:

                         http://is.gd/es3iZw

                          About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

Aspen Group incurred a net loss of $5.35 million for the year
ended April 30, 2014.  The Company also reported a net loss of
$1.40 million for the four months ended April 30, 2013.  The
Company reported a net loss of $6 million in 2012 as compared
with a net loss of $2.13 million in 2011.


ASR CONSTRUCTORS: Inland Wants to Sell Machinery and Equipment
--------------------------------------------------------------
Debtor Inland Machinery, Inc., asks the Bankruptcy Court for
authorization to: (1) conduct a public auction sale of assets of
the estate (machinery and equipment) pursuant to Bankruptcy Code
Section 363(b) and (f); (2) employ auctioneer and pay
compensation to the auctioneer.

According to the Debtor the assets are no longer needed in the
operation of the Inland's machinery and equipment rental business.
The auction sale is scheduled for Dec. 11, 2014, at the business
premises of Ritchie Bros. Auctioneers (America) Inc.

The Debtor is advised that its largest secured lienholders,
Federal Insurance Company and Berkley Regional Insurance Company,
have no objection to the proposed auction sale.

According to the Debtor, before payment of the auctioneer's fees
and expenses, the gross proceeds of the auction sale are estimated
to be $126,500.  However, the auction will be unreserved such that
there are no minimum bids or reserve prices set on the items in
the auction.

As Inland is winding down its affairs, Inland may determine there
will be additional items to be included in the auction sale.  As
such, Inland requests authority to include any additional items in
the current auction that Inland determines prior to the auction
date are items no longer be necessary for Inland's business
operations.

A copy of the terms of the sale is available for free at:

   http://bankrupt.com/misc/ASRConstructors_387_motionsale.pdf

The Debtors are represented by:

         James C. Bastian, Jr., Esq.
         Ryan D. O'Dea, Esq.
         SHULMAN HODGES & BASTIAN LLP
         8105 Irvine Center Drive, Suite 600
         Irvine, CA 92618
         Tel: (949) 340-3400
         Fax: (949) 340-3000
         E-mail: jbastian@shbllp.com
                 rodea@shbllp.com

                     About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  ASR disclosed $17,647,556 in
assets and $18,901,467 in liabilities as of the Chapter 11 filing.

Judge Mark D. Houle presides over the case.  James C. Bastian,
Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the
Debtor's counsel.

The Law Office of John D. Mannerino serves as corporate counsel to
the Debtor.  Rodgers, Anderson, Malody & Scott LLP CPAs serves as
accountant to the Debtor.

Two affiliates -- Another Meridian Company, LLC and Inland
Machinery, Inc. -- also filed Chapter 11 petitions.


ATLS ACQUISITION: Court Approves CMS Settlement
-----------------------------------------------
The Bankruptcy Court approved a settlement agreement that resolves
the Centers for Medicare & Medicaid Services' claims against
debtor Liberty Medical Supply, Inc. related to alleged
overpayments made by CMS to LMS in 2008, 2009 and 2010 and certain
other issues.

As reported in the TCR on Nov. 11, 2014, the parties said that the
proposed settlement agreement achieves all of the principal
objectives of the Debtors' negotiations with CMS in the event that
LMS purposes a plan of reorganization or LMS sells substantially
all of its assets to a buyer that accepts assignment of the
enrollment agreements -- first, it results in a substantial
reduction of the claims asserted against the Debtors' bankruptcy
estates, and second, it will greatly assist in maximizing the
value of the Debtors' assets by allowing a buyer in a going
concern sale to take an assignment of LMS's enrollment agreements.

The stalking horse purchaser for the Debtors' assets, Liberty
Medical Operations, Inc., has not yet agreed to all of the terms
in the settlement agreement.  In the event that CMS, the U.S.
Department of Justice, and the Debtors agree to any further
changes sought by the stalking horse purchaser, the debtors will
promptly file an amended settlement agreement with the Court.

The settlement agreement provides that in full satisfaction of the
extrapolated claim, (a) CMS will retain the prepetition recovery
and frozen amounts (together, approximately $14.8 million), and
(b) reorganized LMS or the buyer of LMS's assets will pay an
addition $17 million to CMS.

On the occurrence of the settlement effective date, the United
States of America, and the CMS unconditionally and irrevocably
waive, release and forever discharge LMS from: (a) the
extrapolated claim; and (b) any claims or obligations arising out
of or related to the conduct giving rise to the extrapolated
claim.

Upon the occurrence of the settlement effective date, LMS (or, in
the case of a going concern sale, buyer) unconditionally and
irrevocably waives, releases and forever discharges CMS from any
liability arising out of LMS's payment of the Prepetition Recovery
to CMS.

                      About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.

                           *     *     *

As previously reported by The Troubled Company Reporter, ATLS
Acquisition, LLC, et al., filed with the U.S. Bankruptcy Court for
the District of Delaware a joint plan of reorganization and an
accompanying disclosure statement, which propose to fund a
liquidating trust with proceeds from the sale of the Debtors'
assets.  A full-text copy of the Disclosure Statement dated
Aug. 15, 2014, is available at http://is.gd/aLMnQP


ATLS ACQUISITION: Sale of Assets Gets Formal Approval
-----------------------------------------------------
The Bankruptcy Court authorized ATLS Acquisition, LLC, et al., to
sell substantially all their assets to Liberty Medical, LLC, an
entity formed by an investment group led by private equity firm
Palm Beach Capital.

At the auction of assets, the Debtors, after consultation with the
Committee, identified the bid as highest and best bid for the
assets.

The Court also overruled objections filed against the sale motion.

Liberty Medical Operations agreed to serve as stalking horse
bidder, with a deal to buy the assets for $13 million cash and
assumed liabilities of $33.5 million, unless outbid at the
auction.  The auction boosted the purchase price by more than $20
million.

                      About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.

                           *     *     *

As previously reported by The Troubled Company Reporter, ATLS
Acquisition, LLC, et al., filed with the U.S. Bankruptcy Court for
the District of Delaware a joint plan of reorganization and an
accompanying disclosure statement, which propose to fund a
liquidating trust with proceeds from the sale of the Debtors'
assets.  A full-text copy of the Disclosure Statement dated
Aug. 15, 2014, is available at http://is.gd/aLMnQP


BALAJI HOSPITALITY: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: Balaji Hospitality, LLC
        4498 Business Route-220
        Bedford, PA 15522

Case No.: 14-70847

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: December 2, 2014

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

Judge: Hon. Jeffery A. Deller

Debtor's Counsel: Kevin J. Petak, Esq.
                  SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC
                  P.O. Box 280
                  Johnstown, PA 15907-0280
                  Tel: 814-536-0735
                  Fax: 814-539-1423
                  E-mail: kpetak@spencecuster.com

                         - and -

                  James R. Walsh, Esq.,
                  SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: 814-536-0735
                  Fax: 814-539-1423
                  E-mail: jwalsh@spencecuster.com

Total Assets: $819,330

Total Liabilities: $1.73 million

The petition was signed by Jay Patel, managing member.

The Debtor listed S and S Accounting and Tax Service, Inc., as its
largest unsecured creditor holding a claim of $3,000.

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

            http://bankrupt.com/misc/pawb14-70847.pdf


BAYOU SHORES: Florida Nursing Home Plans to Repay All Creditors
---------------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that the
Rehabilitation Center of St. Petersburg nursing home in Florida,
which filed for bankruptcy earlier this year, can afford to repay
all of its debts but still hasn't negotiated a deal with Medicaid
regulators who have threatened to stop paying for low-income
patients to stay at the facility.

As previously reported by The Troubled Company Reporter, citing
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, the Florida bankruptcy judge presiding over the Bayou Shores
SNF LLC Chapter 11 case barred regulators from using their powers
to shut down Rehabilitation Center of St. Petersburg that
allegedly didn't comply with operating standards.  The judge
compelled regulators to continue the nursing home to obtain
reimbursement from Medicare and Medicaid despite the regulators'
insistence that the nursing facility had "serious" health and
safety problems.

                        About Bayou Shores

Bayou Shores SNF LLC, c/o Rehabilitation Center of St. Petersburg,
filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 14-
09521) on Aug. 15, 2014, in Tampa.  Elizabeth A Green, Esq., at
Baker & Hostetler LLP, serves as the Debtor's counsel.  In its
petition, the Debtor estimated assets and liabilities of $1
million to $10 million.  The petition was signed by Tzvi
Bogomilsky, managing member.


BRIGHT HORIZONS: Moody's Rates $150MM Incremental Loan 'B1'
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Bright Horizons
Family Solutions LLC's proposed $150 million incremental first
lien term loan facility due 2020. In the same rating action,
Moody's affirmed the company's B1 Corporate Family Rating (CFR),
B2-PD Probability of Default Rating, B1 rating on the existing
$776 million first lien senior secured term loan, and SGL-2
speculative grade liquidity rating. The rating outlook is stable.

The proceeds from the incremental term loan are expected to be
used by the company for general corporate purposes, acquisitions
and share repurchases. The add-on term loan is expected to have
substantially the same terms as the existing term loan, including
the maturity in 2020. The transaction results in Bright Horizons'
Moody's-adjusted pro forma debt-to-EBITDA leverage rising to 4.8x
from 4.3x at September 30, 2014. The rating affirmations reflect
the company's consistent revenue and operating income growth
driven by tuition increases, slowly improving mature center
enrollments, and contribution from new centers. The affirmation
also reflects Bright Horizons' ability to de-lever as recently
demonstrated during the post IPO period, and Moody's expectation
that the company will maintain a disciplined approach to potential
acquisitions and share repurchases such that earnings growth
reduces debt-to-EBITDA leverage towards 4.0x over the next 12 to
18 months.

Moody's took the following rating actions on Bright Horizons
Family Solutions LLC:

  Proposed $150 million add-on first lien senior secured term
  loan due 2020, assigned B1, LGD3;

  $776 million first lien senior secured term loan B due 2020,
  affirmed at B1, LGD3;

  $100 million first lien senior secured revolving credit
  facility due 2018, affirmed at B1, LGD3;

  Corporate Family Rating, affirmed at B1;

  Probability of Default Rating, affirmed at B2-PD;

  Speculative Grade Liquidity Rating, affirmed at SGL-2;

The rating outlook is stable.

Rating Rationale

The B1 CFR reflects the company's moderate pro forma debt-to-
EBITDA leverage of 4.8x and healthy pro forma EBITDA less capex to
interest coverage of 2.7x (inclusive of Moody's standard
adjustments), the company's demonstrated ability to de-lever, and
Moody's expectations that favorable operating trends and EBITDA
growth will contribute to leverage reduction and credit metrics
improvement over the next 12 to 18 months. The rating reflects
Moody's expectation that the company will continue to organically
grow its revenues and earnings as a result of new center openings,
tuition increases, growth in ancillary revenues, and slowly
improving enrollments in mature centers. The rating is also
supported by Bright Horizons' solid market position in the
employer-sponsored child-care space, its successful execution of
new center openings in recent years, good diversification by
customer and industry verticals, and relatively long-term
contractual arrangements.

Notwithstanding these positives, the rating also incorporates
material business risks, including a high capex expansion
strategy, ongoing acquisition activity that can consume free cash
flow and the associated integration risks, and relatively slow
growth in mature center enrollments due to persistence of high
unemployment rates compared to historical levels. Additionally,
event risks include the potential introduction of a recurring
quarterly dividend since the company is now publicly traded, and
potential for buybacks under the company's stock repurchase
program that was established in 2014, or leveraged transactions to
facilitate the exit of 51.5% owner Bain Capital Partners, LLC.
Increased flexibility under the restricted payment provision in
the credit agreement, as per the recent amendment, also provides
additional capacity for shareholder distributions.

The SGL-2 speculative grade liquidity rating reflects Bright
Horizons' good liquidity profile supported by Moody's expectation
of continued favorable earnings trends translating into healthy
free cash flow generation of $90 to $100 million per year, a pro
forma cash balance of about $240 million, full availability under
its $100 million revolving credit facility at September 30, 2014,
as well as the flexibility under the springing net leverage
financial covenant in the credit agreement. Potential uses of free
cash flow and/or revolving credit facility for funding of
acquisitions, given the company's acquisitive nature, somewhat
constrain its liquidity.

The stable rating outlook reflects Moody's expectation that Bright
Horizons will sustain its positive enrollment trends and continue
to successfully execute on its child-care center expansion
strategy, while maintaining a disciplined approach to acquisitions
and share repurchases.

The ratings could be upgraded if the company sustains solid levels
of organic growth and improves earnings generation allowing debt-
to-EBITDA to decline and be sustained below 4.0x, EBITDA less
capex to interest coverage to exceed 3.0x, and free cash flow to
debt to improve above 10%. Additionally, the company would need to
demonstrate a conservative posture with respect to acquisitions
and shareholder-friendly actions.

The ratings could be downgraded if earnings were to weaken such
that adjusted debt-to-EBITDA increases and is sustained above 5.0x
or EBITDA less capex to interest declines below 2.0x. A material
debt financed acquisition, a dividend distribution, aggressive
share repurchase activity, or liquidity deterioration, could also
pressure the ratings.

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

Bright Horizons Family Solutions LLC, based in Watertown,
Massachusetts, is a leading provider of employer-based child care
and related services, including summer camps, vacation care,
elementary school education, college preparation and admissions
counseling, back-up dependent care and other family support
services. As of September 30, 2014, the company operated 876 child
care and early education centers for more than 900 clients with
the capacity to serve approximately 99,000 children in 42 states,
the District of Columbia, the United Kingdom, Puerto Rico, Canada,
Ireland, India, and the Netherlands. In the LTM period ending
September 30, 2014, the company generated approximately $1.3
billion in revenues.


BRIGHT HORIZONS: S&P Affirms 'B+' CCR; Outlook Remains Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Watertown, Mass.-based childcare center operator
Bright Horizons Family Solutions LLC.  The outlook remains
positive.  At the same time, S&P affirmed its 'BB-' issue-level
rating on Bright Horizon's senior secured credit facilities. The
'2' recovery rating remains unchanged, indicating S&P's
expectation for substantial recovery (70%-90%; low end of the
range) for lenders in the event of a payment default.

The company will use proceeds from the incremental term loan to
fund its share repurchase program and for general corporate
purposes.  Pro forma for the transaction, Bright Horizons will
have about $925 million of outstanding debt.

The corporate credit rating on Bright Horizons reflects S&P's
assessment of the company's business risk profile as "fair" and
its financial risk profile as "aggressive."  S&P's business risk
profile assessment reflects the company's niche market position in
employer-sponsored childcare centers, the capacity utilization
rates' sensitivity to high unemployment, and the highly
competitive and fragmented child care business.

"The positive outlook reflects our expectation that revenue and
EBITDA will grow at a high-single-digit and low-double-digit
percentage rate, respectively, in 2015," said Standard & Poor's
credit analyst Jawad Hussain.  "We would consider a one-notch
upgrade to 'BB-' if we believe the company will be able to exceed
these growth expectations, increase its scale while preserving its
above-average EBITDA margin, generate meaningful discretionary
cash flow, and reduce and maintain lease adjusted leverage closer
to 4.0x on a sustained basis."

S&P could revise the outlook to stable if the company pursues a
more aggressive share repurchase program or a sizeable debt-
financed acquisition, resulting in lease adjusted leverage
remaining in the mid- to high-4x area.  Additionally, a one-notch
downgrade to 'B' could occur if shareholder-favoring actions
result in a lease-adjusted leverage increase that S&P believes
would keep leverage above 5x on a sustained basis.


CAESARS ENTERTAINMENT: Lenders Group Seek Receiver for Unit
-----------------------------------------------------------
UMB Bank, solely in its capacity as Indenture Trustee under an
indenture, dated as of Feb. 14, 2012, governing Caesars
Entertainment Operating Company, Inc.'s 8.5% Senior Secured Notes
due 2020, and derivatively on behalf of CEOC, filed a lawsuit on
Nov. 25, 2014, in the Court of Chancery in the State of Delaware
against Caesars Acquisition Company and its affiliates and
officers.  The lawsuit alleges claims for actual and constructive
fraudulent conveyance and transfer, insider preferences, illegal
dividends, declaratory relief, breach of contract, intentional
interference with contractual relations, breach of fiduciary duty,
aiding and abetting breach of fiduciary duty, usurpation of
corporate opportunities, and unjust enrichment.

The lawsuit seeks, among other things, imposition of a receiver
for CEOC and avoidance and/or rescission of certain transfers and
the release of CEC's guarantee of the 8.5% Senior Secured Notes.

The lawsuit has been assigned to the same vice chancellor handling
the Aug. 4, 2014, lawsuit by junior creditors.  The Plaintiff has
moved to expedite its claim seeking imposition of a receiver.  No
schedule has been set for the motion to expedite or otherwise in
the lawsuit.  CEC believes this lawsuit is without merit and will
defend itself vigorously.

                    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.


CENTRAL COLLEGE, IA: Moody's Withdraws Ba2 2012A&B Bonds Rating
---------------------------------------------------------------
Moody's Investors Service withdraws the Ba2 ratings on Central
College's Series 2012A and 2012B Revenue Refunding Bonds for
business reasons. The college will have no outstanding rated debt.

Moody's has withdrawn the ratings for its own business reasons.


COCRYSTAL PHARMA: Completes Merger With RFS Pharma LLC
------------------------------------------------------
Cocrystal Pharma, Inc., previously closed its merger with RFS
Pharma, LLC, on Nov. 25, 2014.

Pursuant to the Merger Agreement, the Company issued 100% of the
outstanding capital stock of the Company to Cocrystal's
stockholders in exchange for 100% of the outstanding capital stock
of Cocrystal.

As a result of the Merger, the Company succeeded Cocrystal as the
publicly-traded company and reporting entity with the Securities
and Exchange Commission.  Subsequent to the Merger, Cocrystal
changed its name to Cocrystal Merger Sub, Inc., and the Company
changed its name to Cocrystal Pharma, Inc.

The Series A Preferred Stock

In connection with the Merger, the Company issued to RFS Pharma's
members 1,000,000 shares of Series A.  The Series A shares
automatically convert into shares of the Company's common stock at
an initial rate of 340.760802 shares for each share of Series A
outstanding at such time that the Company has taken action to
obtain sufficient authorized capital to convert all outstanding
shares of Series A and all outstanding shares of the Company's
Series B Convertible Preferred Stock.  If the Company has not
effected the Capital Increase by July 1, 2015, the amount of
common stock into which the Series A is convertible will increase
by 3% of the initial rate, and will continue to increase by an
additional 1% of the rate in effect as of the July 1, 2015,
adjustment on the first day of each subsequent month until the
Company effects the Capital Increase.

Stockholder Rights Agreement

Pursuant to the Merger Agreement, the Company, Cocrystal, RFS
Pharma, and certain of their respective security holders entered a
Stockholder Rights Agreement under which the security holders
agreed to abide by certain transfer restrictions with respect to
their shares of the Company capital stock, to elect certain
designees of Cocrystal and RFS Pharma to the Company Board of
Directors, and to certain rights and obligations in the event of a
subsequent financing by the Company.  The security holders also
agreed to vote in favor of corporate action to effect the Capital
Increase.  In addition, the Company and the security holders
agreed that the Company will not take action to amend its
Certificate of Incorporation or Bylaws or take any corporate
action adversely affecting holders of the Series A or Series B
without the approval of the holders of a majority of the Series A
or Series B shares, as applicable.

Equity Incentive Plan

In connection with the Merger, the Company assumed from Cocrystal
the Cocrystal Discovery, Inc. 2007 Equity Incentive Plan and all
of the outstanding equity awards outstanding under the Plan.  In
addition, the Company assumed certain outstanding options to
purchase RFS Pharma securities, and those options were converted
into the right to purchase a total of 16,542,538 shares of the
Company's common stock.  As a result of the foregoing, a total of
19,600,102 options are presently outstanding.  The RFS Pharma
options assumed in connection with the Merger were granted between
January 2008 and July 2013, expire 10 years from the date of
original grant, have vesting terms ranging from three to five
years from the date of original grant, and have exercise prices of
between $.05 and approximately $.15 per share of the Company's
common stock.

Changes to the Board of Directors

In connection with the Merger, the Company appointed Dr. David S.
Block, Dr. Phillip Frost, Dr. Jane Hsiao, Mr. Jeffrey Meckler, Mr.
Steven Rubin, Dr. Raymond Schinazi, and Dr. Gary Wilcox to its
Board of Directors.  Drs. Schinazi and Wilcox serve as Co-Chairmen
of the Company.  Dr. Schinazi also serves on the Company's
Compensation Committee.  As previously disclosed in the Company's
Current Report on Form 8-K filed with the SEC on Nov. 28, 2014,
Dr. Roger Kornberg and Dr. Sam Lee, directors of Cocrystal,
resigned effective Nov. 22, 2014.  Following the Merger, the
Company Board of Directors is set at seven directors.  Drs. Frost,
Hsiao and Wilcox and Mr. Rubin previously served as directors of
Cocrystal.

David S. Block

Dr. Block, 55, has served since 2007 as president and chief
executive officer of Gliknik Inc., a biopharmaceutical company
which he founded to create new therapies for people living with
cancer and immune disorders.  From 1990 through its successful
sale in 2002, Dr. Block held a number of commercial positions at
DuPont Merck and DuPont Pharmaceuticals, ultimately as EVP of
International Operations.  He was subsequently COO of Celera
Genomics and CEO of venture-funded Ruxton Pharmaceuticals prior to
founding Gliknik. Dr. Block has been an active HIV physician at
Johns Hopkins since 1992.

Jeffrey Meckler

Mr. Meckler, 48, is the managing director of The Andra Group, a
life sciences consulting firm, a position he has held since 2009.
Since 2012, he has served on the Board of Directors for QLT, Inc.,
an ultra-orphan ophthalmic biotechnology company and since 2014,
he has also served on the Board of Directors of Retrophin, Inc.,
also an orphan biopharmaceutical company focused on the treatment
of catastrophic diseases.  Previously, from 2011 to 2012, Mr.
Meckler acted as a Director and Interim CEO of Cypress Bioscience
Inc. after its acquisition by Royalty Pharma.  He also served as a
Director of ClearFarma USA from 2010 to 2012, Kyalin Bioscience
from 2011 to 2012 and Alveolus Inc. from 2007 to 2009.  From 1990
to 2007, Mr. Meckler held a series of positions at Pfizer Inc. in
Manufacturing Systems, Market Research, Business Development,
Strategic Planning and Corporate Finance.

Raymond F. Schinazi

Dr. Schinazi, 64, is the founder and director of RFS Pharma, LLC,
a position he has held since 2004.  He has been at Emory
University since 1978 and currently serves as the Frances Winship
Walters Professor of Pediatrics and Director of the Laboratory of
Biochemical Pharmacology at Emory University.  Since 1983, he has
been affiliated with the Atlanta Department of Veterans Affairs
and currently serves as Senior Research Career Scientist.  He is
also the Director of the Scientific Working Group on Viral
Eradication for the NIH-sponsored Emory University Center for AIDS
Research (CFAR).  In addition, Dr. Schinazi currently serves as a
Governing Trustee for the Foundation for AIDS Research (amfAR) and
serves as a non-executive Director of Gliknik Inc. and also
reViral Ltd.

Cocrystal Directors

Prior to the merger, Dr. Frost, Dr. Hsiao, Mr. Rubin and Dr.
Wilcox served as directors of Cocrystal.

Executive Officers

Additionally, the following individuals were appointed as
executive officers of the Company:

  Sam Lee                  President
  Gerald McGuire           Chief Financial Officer and Treasurer
  Gary Wilcox              Chief Executive Officer and Secretary

Dr. Lee, Dr. Wilcox and Mr. McGuire hold the same executive
officer positions in the Company that they held in Cocrystal.

                      About Cocrystal Pharma

Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a pharmaceutical company with a mission to discover novel
antiviral therapeutics as treatments for serious and/or chronic
viral diseases.  Cocrystal Pharma employs unique technologies and
Nobel Prize winning expertise to create first- and best-in-class
antiviral drugs.  These technologies and the Company's market-
focused approach to drug discovery are designed to efficiently
deliver small molecule therapeutics that are safe, effective and
convenient to administer.

The Company's primary business going forward is to develop novel
medicines for use in the treatment of human viral diseases.
Cocrystal has been developing novel technologies and approaches to
create first-in-class and best-in-class antiviral drug candidates
since its initial funding in 2008.  Subsequent funding was
provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals
Industries, Ltd., or Teva, in 2011.  The Company's focus is to
pursue the development and commercialization of broad-spectrum
antiviral drug candidates that will transform the treatment and
prophylaxis of viral diseases in humans.  By concentrating the
Company's research and development efforts on viral replication
inhibitors, the Company plans to leverage its infrastructure and
expertise in these areas.

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.  As of Sept. 30, 2014,
the Company had $11.63 million in total assets, $7.65 million in
total liabilities and $3.97 million in total stockholders' equity.

Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


COMMUNITY FIRST: FDIC Terminates Bank Consent Order
---------------------------------------------------
Community First Bank & Trust, a wholly-owned subsidiary of
Community First, Inc., received notice from the Federal Deposit
Insurance Corporation that the FDIC had terminated the Consent
Order that it had issued to the Bank on Sept. 20, 2011.  The
Consent Order, which was terminated effective Nov. 19, 2014, had
required among other things, that the Bank attain and achieve
regulatory capital ratios higher than those required by regulatory
standards, improve, among other things, its processes for
identifying and classifying problem loans and improve its overall
profitability.  The Consent Order had also prohibited the Bank
from paying dividends without the prior approval of the FDIC or
the Tennessee Department of Financial Institutions.

With the termination of the Consent Order, and the associated
termination by the TDFI of a written agreement, the terms of which
were substantially the same as those of the Consent Order, the
Bank is no longer subject to any formal supervisory orders.  The
Bank is, however, subject to an informal regulatory action which
requires that the Bank continue to improve earnings and maintain
specified capital ratios and contains restrictions prohibiting
dividend payments without prior approval from the Bank's
regulators.

                        About Community First

Columbia, Tenn.-based Community First, Inc., is a registered bank
holding company under the Bank Holding Company Act of 1956, as
amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  The Bank
conducts substantially all of its banking activities in Maury,
Williamson and Hickman Counties, in Tennessee.

As of Sept. 30, 2014, the Company had $437.03 million in total
assets, $427.02 million in total liabilities and $10.01 million in
total shareholders' equity.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of
Community First until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


COTT BEVERAGES: Moody's Assigns B3 Rating on New $615MM Sr. Bond
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating (LGD5) to the new
$615 million senior unsecured bond issue by Cott Beverages,
subsidiary of Cott Corporation ("Cott"), due 2019. The B2
Corporate Family and other ratings are unchanged. The rating
outlook is stable. The proceeds will be used to partially fund its
acquisition of DS Services of America, Inc. ("DSSA" or "DSW") in a
deal valued at approximately $1.25 billion, including the
assumption of a portion of DSSA's debt. DSSA is a leading provider
of water and coffee delivery services to US homes and offices.
Moody's expects the transaction to close in the first quarter of
fiscal 2015.

Ratings Assigned:

Issuer: Cott Beverages, Inc.: Senior Unsecured Regular
Bond/Debenture (Local Currency), Assigned B3 (LGD5)

Ratings Rationale

Cott's B2 Corporate Family Rating reflects its moderately high and
increased post-acquisition leverage, with debt/EBITDA (including
Moody's standard adjustments) at or slightly above 5 times at
closing, and its limited market share and pricing power in the
broader beverage industry dominated by Coca-Cola and PepsiCo. The
company's customer concentration, while improved post transaction,
will still be significant, and Cott is exposed to long-term
declining volume trends in the carbonated soft drinks (CSDs) and
juice categories. These credit negatives are mitigated by the
combined company's larger scale, increased product and customer
diversification, positive free cash flow, and position as the
largest private label beverage producer and a leading home and
office water delivery provider in North America. The rating
recognizes the benefits of DS Services of America's strong market
position in the fragmented US home and office delivery (HOD)
market, its portfolio of established regional brands, good growth
potential, and relatively high barriers to new competition. At the
same time, DSSA is exposed to volatile resin costs and to
macroeconomic variables, most notably employment rates.

The acquisition is transformational for Cott, taking it into an
entirely new business, which presents new risks and challenges,
but also provides for much needed diversification given the
negative long term trends in its core business. Moody's expects
the company to pay off preferred shares that will be issued (but
not rated) in conjunction with the transaction relatively soon,
given their high and escalating coupon. After that, cash will be
applied toward reducing ABL borrowings. For this reason, the
preferred shares, while having many equity-like characteristics,
were considered to be more debt-like than equity-like for purposes
of calculating leverage. Moody's does not expect major integration
issues since DSSA will be run separately, but also does not expect
significant sales or cost synergies.

The stable outlook assumes that the acquisition of DSSA will be
successful and not become a distraction to Cott as it manages this
disparate business, while also transforming its own legacy
business model and integrating Aimia Foods, which was acquired in
May. It also assumes that no further large acquisitions or share
buyback will be contemplated before leverage is significantly
reduced.

Given the potential for volatility in Cott's operating
performance, a ratings upgrade would require debt-to-EBITDA of
below 3.5 times on a sustainable basis, complemented by a good
liquidity profile and demonstrated positive momentum in volumes,
revenues, and profitability. A decline in earnings as a result of
volume declines, margin contraction, a weakening of Cott's
liquidity, or an increase in leverage such that debt-to-EBITDA
approaches 5.5 times could result in a ratings downgrade. Further
large acquisitions, or share buybacks before leverage has been
reduced to below 3.5 times could also result in a downgrade.

Cott Corporation (Cott), headquartered in Toronto, Ontario, and
Tampa, Florida, is one of the world's largest private label and
contract manufacturing beverage companies. Cott's product
portfolio includes CSDs, clear, still and sparkling flavored
waters, juice, juice-based products, bottled waters, energy
related drinks, and ready-to-drink teas. Cott's customers include
many of the largest national and regional grocery, drugstore, and
convenience store chains, and wholesalers. Sales for the twelve
months ending September 26, 2014 were approximately $2.0 billion.
Pro forma for the acquisition of DSSA, the company will have
revenues of about $3 billion.

DS Services of America, headquartered in Atlanta, Georgia, is a
provider of bottled water, coffee and related services delivered
directly to residential and commercial customers in the U.S. Its
core business is the bottling and direct delivery of drinking
water in 3 and 5 gallon bottles to homes and offices and the
rental of water dispensers. The company also sells water in
smaller bottles, cups, coffee, flavored beverages, powdered sticks
and water filtration devices.

The principal methodology used in this rating was Global Soft
Beverage 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.


COUTURE HOTEL: Hires Pronske Goolsby as Counsel
-----------------------------------------------
Couture Hotel Corporation, aka Hugh Black-St Mary Enterprises,
Inc., seeks authorization from the Hon. Barbara J. Houser of the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Pronske Goolsby & Kathman, P.C., as counsel, as of Oct. 15, 2014.

The Debtor requires Pronske Goolsby to:

   (a) provide legal advice with respect to the Debtor's powers
       and duties as a debtor in possession in the continued
       operation of its businesses and the management of its
       property;

   (b) take all necessary action to protect and preserve the
       Debtor's estate, including the prosecution of actions on
       behalf of the Debtor, the defense of any actions commenced
       against the Debtor, negotiations concerning litigation in
       which the Debtor is involved, and objections to claims
       filed against the Debtor's estate;

   (c) prepare on behalf of the Debtor necessary motions, answers,
       orders, reports, and other legal papers in connection with
       the administration of its estate;

   (d) assist the Debtor in preparing for and filing a disclosure
       statement in accordance with Section 1125 of the Bankruptcy
       Code;

   (e) assist the Debtor in preparing for and filing a plan of
       reorganization at the earliest possible date;

   (f) perform any and all other legal services for the Debtor in
       connection with the Debtor's Chapter 11 case; and

   (g) perform such legal services as the Debtor may request with
       respect to any matter, including, but not limited to,
       corporate finance and governance, contracts, antitrust,
       labor, and tax.

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

The Debtor previously filed its Motion for Approval of Post-
petition Retainer in which it sought approval to pay a post-
petition retainer in the amount of $50,000 to Pronske Goolsby.
However, based upon the Court's ruling at the cash collateral
hearing on Nov. 7, 2014, the Debtor is withdrawing the Retainer
Motion and the requests for relief contained therein. Instead,
John Blomfield, on of the Debtor's principal, has agreed to fund a
$50,000.00 post-petition retainer from personal funds that are not
property of the Debtor's bankruptcy estate.  After receipt of the
post-petition retainer, Pronske Goolsby intends to file all
necessary disclosures pursuant to Federal Rule of Bankruptcy
Procedure 2016 regarding the payment of the post-petition
retainer.

Gerrit M. Pronske, co-founder of Pronske Goolsby, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Pronske Goolsby can be reached at:

       Gerrit M. Pronske, Esq.
       PRONSKE GOOLSBY & KATHMAN, P.C.
       2200 Ross Avenue, Suite 5350
       Dallas, TX 75201
       Tel: (214) 658-6501
       Fax: (214) 658-6509
       E-mail: gpronske@pgkpc.com

                         About Couture Hotel

Couture Hotel Corporation owns and operates four hotels: a Wyndham
Garden Inn in Dallas, Texas, consisting of 356 rooms and remodeled
in 2013; a Howard Johnson in Corpus Christi, Texas, consisting of
140 rooms and remodeled in 2012; a Howard Johnson in Las Vegas,
Nevada, consisting of 110 rooms and remodeled in 2012; and an
independent hotel in Las Vegas, Nevada (formerly branded as a
Value Place), consisting of 121 rooms and also remodeled in 2012.
The Las Vegas hotels are located at one of the entrances to Nellis
Air Force base in North Las Vegas.  The Debtor owns the real
property and improvements, as well as the franchise rights to the
hotels (except for Las Vegas Value Place).

The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case
No. 14-34874) in Dallas, Texas, on Oct. 7, 2014.  The case is
assigned to Judge Barbara J. Houser.  The Debtor has tapped Mark
Sean Toronjo, Esq., at Toronjo & Prosser Law, as counsel.

The Debtor estimated assets and debt in the range of $10 million
to $50 million as of the bankruptcy filing.

No creditors' committee or other official committee been appointed
in the case.


CRGT INC: S&P Assigns 'B-' CCR & Rates $15MM Revolver 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Reston, Va.-based CRGT Inc.  The
outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '2'
recovery rating to the company's proposed $15 million first-lien
revolver maturing 2019 and $100 million first-lien term loan
maturing 2020.  The '2' recovery rating indicates S&P's
expectation for substantial (70%-90%) recovery in the event of a
payment default.

"The ratings on CRGT reflect the company's relatively small scale
and significant client concentration, although the largest
customer operates under 27 individual programs," said Standard &
Poor's credit analyst Jenny Chang.

The ratings also reflect pro forma leverage in the high-5x area
and modest headroom at close, of less than 10%, on the financial
maintenance covenants under the first-lien credit facilities and
mezzanine debt agreements.

The stable outlook reflects S&P's view that CRGT will achieve low-
single-digit revenue growth, maintain solid EBITDA margins, and
moderately improve covenant headroom.  S&P also expects the
company's long-term customer relationships to mitigate its high
customer concentration.

The company's relatively small scale, tight covenant cushion, and
private equity ownership limit the likelihood of an upgrade over
the coming year.

S&P could lower the rating if increased competition or prospective
federal budget constraints result in contract funding delays,
decreased profitability, and a weakening liquidity position.


DISTRICT AT MCALLEN: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: The District At McAllen LP
                3400 N. McColl Rd
                McAllen, TX 78501

Case Number: 14-70661

Involuntary Chapter 11 Petition Date: December 2, 2014

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

Judge: Hon. Richard S. Schmidt

Petitioner's Counsel: Nathaniel Peter Holzer, Esq.
                      JORDAN HYDEN WOMBLE CULBRETH & HOLZER PC
                      500 N Shoreline Dr, Ste 900
                      Corpus Christi, TX 78401
                      Tel: 361-884-5678
                      Fax: 361-888-5555
                      E-mail: pholzer@jhwclaw.com

Petitioner                  Nature of Claim  Claim Amount
----------                  ---------------  ------------
Ernesto Ramirez               Indemnity for     $5,332,401
PO Box 720298                 City Bank's
McAllen, TX 78504             Claim on
                              Guaranty


DOUGLAS DYNAMICS: S&P Lowers Secured Debt Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Douglas Dynamics Inc.'s senior secured term loan to 'BB-' from
'BB' and revised the recovery rating to '3' from '2'.  The rating
actions follow Douglas' proposed upsizing of its senior secured
term loan by $80 million from the original $125 million issued.
The 'BB-' corporate credit rating and stable outlook on Milwaukee-
based Douglas Dynamics Inc. are unaffected.

The company plans to upsize its term loan to acquire Henderson
Products Inc., a snow and ice control equipment and services
provider primarily serving municipal end markets in the U.S.  The
term loan's maturity will also be extended to 2021 from 2018.

With the larger loan size, the projected recovery on the credit
facility drops below the 70% threshold for a '2' recovery rating.
The '3' recovery ratings on the term loan indicate S&P's
expectation for meaningful recovery (50% to 70%) in the event of a
payment default.  The 'BB-' issue-level rating on the credit
facility is the same as the corporate credit rating on Douglas,
which is in line with S&P's notching guidelines for a '3' recovery
rating.

Subsidiary Douglas Dynamics LLC is the borrower of the senior
secured debt.

RATINGS LIST

Douglas Dynamics Inc.
Corporate Credit Rating             BB-/Stable/--

Ratings Lowered; Recovery Rating Revised
                                     To                From
Douglas Dynamics LLC
Senior Secured Term Loan            BB-               BB
   Recovery Rating                   3                 2


DVORKIN HOLDINGS: Dec. 11 Hearing on Bid to Sell Assets to NARE
---------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Dec. 11, 2014, at
10:00 a.m., to consider the request of Gus A. Paloian, as the
Chapter 11 trustee, for entry of an order authorizing Dvorkin
Holdings, LLC, to take all necessary steps to consummate the sale
of certain real estate to NARE Investments, LLC, the buyer.

The property consists of 13,611 square feet of land area and
including a commercial building and other improvements thereon,
which site is commonly known as 1000 N. Halsted St., Chicago, Cook
County, Illinois.

Marcus & Millichap Real Estate Investment Services serves as
broker for the sale of the property.  At the closing of the sale
of the property, the broker will be paid: (a) 5 percent of the
first $1,000,000 of the sale proceeds; and (b) 4 percent for every
dollar of sale proceeds that exceed $1 million.

The buyer and trustee, on behalf of seller, have negotiated the
sale agreement, which provides for the sale of the property for
the purchase price of $3,400,000, subject to approval by the
Court.  The buyer's offer constitutes the highest and best offer
received by the broker for the property.   The buyer is taking the
property on an "as is, where is" basis, without representation or
warranty of any kind whatsoever.

The buyer was given until Dec. 1, 2014, to perform reasonable and
customary due diligence, during which time buyer is able to
terminate the sale agreement for any reason with the earnest money
to be returned to buyer.

The sale agreement may be terminated by either party, among other
reasons, if the closing date for the sale agreement has not
occurred by Feb. 16, 2016.

                      About Dvorkin Holdings

Dvorkin Holdings, LLC, is a real estate holding company that
possesses or possessed ownership interests in approximately 70
real properties, either directly or indirectly through limited
liability companies or land trusts.  Dvorkin Holdings has
interests in 40 non-debtor entities.

Dvorkin Holdings filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor
disclosed $69,894,843 in assets and $9,296,750 in liabilities as
of the Chapter 11 filing.  Bankruptcy Judge Jack B. Schmetterer
oversees the case.  Michael J. Davis, Esq., at Archer Bay, P.A.,
in Lisle, Ill., serves as counsel to the Debtor.  The petition was
signed by Loran Eatman, vice president of DH-EK Management Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 Trustee.
Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel.
Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as
conflicts counsel.


EDENOR SA: Holdings Period of 9.4MM Treasury Shares Extended
------------------------------------------------------------
A general meeting of shareholders of Edenor S.A. was held on
Nov. 18, 2014, at which the shareholders approved, among other
things, a three-year extension of the holding period of 9,412,500
Class B treasury shares, representing 1.03% of the capital stock,
which were acquired under the process to repurchase treasury
shares conducted by the Company in November 2008 with an original
period that was extended as resolved by the Company's General
Ordinary Shareholders' Meeting held on March 3, 2011, effective as
from November 2008.  A full-text copy of the regulatory filing
with the U.S. Securities and Exchange Commission is available at:

                        http://is.gd/MSG39G

                          About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor SA reported profit of ARS 772.7 million on ARS 3.44 billion
of revenue from sales for the year ended Dec. 31, 2013, as
compared with a loss of ARS 1.01 billion on ARS 2.97 billion of
revenue from sales in 2012.  Edenor reported a net loss of
ARS 291.38 million in 2011.

As of Sept. 30, 2014, the Company had ARS 7.99 billion in total
assets, ARS 8.26 billion in total liabilities and a
ARS 267.39 billion total deficit.


ELBIT IMAGING: Amends 10.2MM Ordinary Shares Resale Prospectus
--------------------------------------------------------------
Elbit Imaging Ltd. filed a post-effective amendment to its Form
F-1 Registration Statement in order to update the amounts of
shares being offered as a result of a 1-for-20 reverse share split
effected by the Registrant on Aug. 21, 2014, as well as
corresponding adjustments to share and share price information.
No additional securities are being registered under the Post-
Effective Amendment.

York Global Finance Offshore BDH (Luxembourg) S.arl, M.H. Davidson
& Co., Davidson Kempner Partners, et al., may offer from time to
time up to 10,198,638 of the Company's ordinary shares.

The Company will not receive any proceeds from the sale of the
shares by the selling shareholders.

The Company's ordinary shares are traded on the NASDAQ Global
Select Market, or NASDAQ, under the symbol "EMITF" and on the Tel-
Aviv Stock Exchange, or TASE, under the symbol "EMIT."  The
closing price of the Company's ordinary shares on NASDAQ on
Nov. 28, 2014, was $2.00 per share and the closing price of the
Company's ordinary shares on the TASE on Nov. 30, 2014, was NIS
7.6 per share (equal to $1.95 based on the exchange rate between
the NIS and the dollar, as quoted by the Bank of Israel on
Nov. 28, 2014).

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

                       http://is.gd/KDigOZ

                       About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.

Elbit Imaging reported a loss of NIS1.56 billion on
NIS360.59 million of total revenues for the year ended Dec. 31,
2013, as compared with a loss of NIS483.98 million on NIS418.48
million of total revenues in 2012.

As of June 30, 2014, the Company had NIS4.05 billion in total
assets, NIS3.16 billion in total liabilities and NIS889.58 million
shareholders' equity.

Brightman Almagor Zohar & Co., a member firm of Deloitte Touche
Tohmatsu, in Tel-Aviv, Israel, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.


ENERGY FUTURE: Creditors' Panel Taps CRA as Energy Consultant
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Energy Future
Holdings Corp  and its debtor-affiliates seeks authorization from
the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware to retain Charles River Associates
("CRA") as natural gas and energy consultant for the Committee,
effective Aug. 4, 2014.

The Committee requires CRA to:

   (a) develop a long-term natural gas price forecast to be used
       as a fundamental input for the formation of a revised
       TCEH/EFH business plan;

   (b) develop associated alternate scenarios/sensitivities to
       long-term natural gas price forecast;

   (c) develop and document trends in long-term gas price drivers
       to support eventual potential testimony on gas price
       forecasts;

   (d) analyze volatility in natural gas prices with respect to
       their impact on portfolio value;

   (e) analyze relevant futures market data for forecasting long-
       term gas prices;

   (f) prepare an expert report and provision of testimony,
       if required; and

   (g) provide other natural gas and energy consultant services or
       such other assistance as the TCEH Committee or its counsel
       may deem necessary that are consistent with the role of a
       natural gas and energy consultant and not duplicative of
       services provided by other professionals in this
       proceedings.

CRA will be paid at these hourly rates:

       Vice President            $600-$675
       Principal                 $500
       Senior Associate          $400
       Consulting Associates     $310-$320
       Analyst                   $290

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

Jonathan D. Yellin, vice president and general counsel of CRA,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

CRA can be reached at:

       Jonathan D. Yellin, Esq.
       CHARLES RIVER ASSOCIATES
       200 Clarendon St.
       Boston, MA 02116-5092
       Tel: +1 (617) 425-3198
       E-mail: jyellin@crai.com

                         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.


ENERGY FUTURE: Seeks to Pay Property Taxes
------------------------------------------
BankruptcyData reported that Energy Future Holdings sought
authority from the U.S. Bankruptcy Court to pay all of its
prepetition property taxes of which $100 million is outstanding.
According to the report, the Court scheduled a Dec. 18, 2014,
hearing to consider the request.

                       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.


EYEMART EXPRESS: Moody's Assigns B1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Eyemart
Express, LLC, including a B1 Corporate Family Rating. A stable
outlook was also assigned.

New ratings assigned include:

Corporate Family Rating, Assigned B1;

Probability of Default Rating, Assigned B2-PD;

Proposed $30 million senior secured revolving credit facility,
Assigned B1 (LGD3);

Proposed $300 million senior secured term loan B, Assigned B1
(LGD3).

Outlook Actions:

Outlook, Assigned Stable.

Ratings Rationale

The new ratings are in conjunction with Eyemart's pending
acquisition by affiliates of Friedman Fleischer & Lowe ("FFL") for
total consideration of roughly $800 million. The initial
capitalization is conservative, with contributed cash sponsor
equity comprising roughly half of the purchase price, rollover
equity from the sellers comprising roughly 15%, and debt funding
the remaining balance. "Eyemart has an enviable franchise in the
retail eyeglass market, with an innovative business model and a
legacy of almost 40 years in the sector", stated Moody's Vice
President Charlie O'Shea. "While the segment is rife with
competition, including big box retailers such as Walmart and
Costco, as well as dedicated providers like Pearle, Moody's
believes Eyemart is well-positioned to defend and in fact enhance
its market position due to the structure of its relationships with
optometrists, as well as its in-store manufacturing capability,
which affords real one-hour service. The conservative initial
capitalization results in a very solid credit profile for a B-
rated company, led by proforma LTM EBITA/interest of around 3
times and debt/EBITDA of around 5 times, and there is potential
for some level of deleveraging over time, though this is not a
rating factor at this time."

The B1 Corporate Family Rating recognizes the company's credit
metrics, with EBITA/interest of around 3 times pro forma for the
new debt, and debt/EBITDA of around 5 times, both of which are
reflective of the healthy equity portion of the initial capital
structure, and the absence of any legacy debt to be paid off or
rolled over, as well as its good liquidity. Ratings also consider
the company's small size and limited geographical footprint, its
historical trend in profitability, the company's long and
established track record in the sector, its favorable market
position led by its distinctly differentiated offering from other
chain and big-box retailers in that, among other things, it has
eyeglass manufacturing capability in every store, and established
management team.

The stable outlook considers the company's steady historical
operating performance, as well as reflects Moody's expectation
that Eyemart's growth strategy will be prudently and economically
executed.

Ratings could be downgraded if operating performance were to
deteriorate or financial policy decisions resulted in
EBITA/interest trending towards 2.5 times, or if debt/EBITDA rose
above 5.25 times, or if liquidity were to weaken.

Given the company's small size, limited geographic footprint, and
potential for a more-aggressive financial policy regarding
shareholder distributions due to its financial sponsor ownership,
an upgrade in the near-to-medium term is unlikely. Over time,
ratings could be upgraded if financial policy with respect to
shareholder returns remained benign, and if debt/EBITDA was
sustained well below 4 times, EBITA/interest was sustained above
3.5 times, and liquidity remained at least good..

The ratings on the proposed $30 million secured revolving credit
facility and the proposed $300 million senior secured first lien
term loan are due to their relative positions in the capital
structure, and follows application of Moody's Loss Given Default
methodology.

Headquartered in Texas, Eyemart Express, LLC is a leading provider
of vision care services and manufacturer and retailer of
eyeglasses. The company operates 159 stores in 32 states, with
manufacturing capabilities and co-located optometrists at almost
all locations.

The principal methodology used in these ratings was Global Retail
Industry published in June 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.


EYEMART EXPRESS: S&P Assigns 'B' CCR & Rates $330MM Facility 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Farmers Branch, Texas-based Eyemart Express Holdings
LLC.  The rating outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating with a '3'
recovery rating to the company's $330 million credit facility
issued by Eyemart Express LLC.  The facility consists of a $30
million revolver and a $300 million term loan B.  The '3' recovery
rating indicates S&P's expectation for meaningful (50%-70%)
recovery for lenders in the event of a payment default.

The company will use the proceeds from the term loan along with
equity contribution to fund the acquisition of the company by
Friedman Fleischer & Lowe (FFL).

"Our rating on Eyemart incorporates the increased leverage from
the proposed debt-funded acquisition by FFL," said Standard &
Poor's credit analyst MariolaBorysiak.  "It also reflects our view
of its small scale in the fragmented and competitive optical
retail industry and its relatively stable performance trends, and
above-average margins, supported by the nondiscretionary and
noncyclical nature of the industry."

Eyemart is a very small player in the optical retail industry,
focusing on a deep value customer segment, competing with the much
larger Luxottica Group, Wal-Mart, and HVHC Inc.  But the company's
main competitor is National Vision, which also serves the value-
focused customer base.

"Eyemart has a good track record of growing sales, even during
economic downturns," said Ms. Borysiak.  "It generates the
majority of its revenues from the sale of frames and lenses,
nondiscretionary products in our view, making its operations
relatively recession-resistant and its cash flow generation rather
predictable.  In addition, the company's strategy of co-locating
its stores with established optometrist practices allows for
doctors to maintain autonomy over their medical practice, and the
company to maintain control over the retail sale of eyeglasses."

The stable outlook reflects Standard & Poor's view that favorable
trends in the industry, the company's nondiscretionary product
offerings, and maturing store base will continue to propel
profitability gains and drive modest and stable cash flow
generation.


FRED FULLER: Hires William Gannon as Bankruptcy Counsel
-------------------------------------------------------
Fred Fuller Oil & Propane Co., Inc. asks for permission from the
U.S. Bankruptcy Court for the District of New Hampshire to employ
William S. Gannon and William S. Gannon, PLLC as bankruptcy
counsel, nunc pro tunc to the Nov. 10, 2014 petition date.

The Debtor requires the firm to:

   (a) advise the Debtor with respect to its powers and duties as
       debtor-in-possession and the continued management and
       operation of its businesses and properties;

   (b) attend meetings and negotiating with representatives of
       creditors and other parties in interest, responding to
       creditor inquiries, and advising and consulting on the
       conduct of the case, including all of the legal and
       administrative requirements of operating in Chapter 11;

   (c) negotiate and prepare on behalf of the Debtor a plan or
       plans of reorganization, and all related documents, and
       prosecuting the plan or plans through the confirmation
       process;

   (d) represent the Debtor in connection with any adversary
       proceedings or automatic stay litigation that may be
       commenced in the proceedings and any other action necessary
       to protect and preserve the Debtor's estates;

   (e) advise the Debtor in connection with any sale of assets;

   (f) represent and advise the Debtor regarding post-confirmation
       operations and consummation of a plan or plans of
       reorganization;

   (g) appear before the Bankruptcy Court, any appellate courts,
       and the U.S. Trustee and protecting the interests of the
       Debtor before such courts and the U.S. Trustee;

   (h) prepare necessary motions, applications, answers, orders,
       reports, and papers necessary to the administration of the
       estate; and

   (i) perform all other legal services for and providing all
       other legal advice to the Debtor that may be necessary and
       proper in these proceedings, including, without limitation,
       services or legal advice relating to applicable state and
       federal laws and securities, labor, commercial, and real
       estate laws.

The firm will be paid at these hourly rates:

       William S. Gannon                  $450
       Beth E. Venuti                     $120
       Jeanne Arquette-Koehler            $120
       April Welches                      $50

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

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

The firm can be reached at:

       William S. Gannon, Esq.
       WILLIAM S. GANNON PLLC
       889 Elm Street, 4th Floor
       Manchester, NH 03101-2101
       Tel: (603) 769-4756
       Fax: (603) 621-0830

                      About Fred Fuller Oil

Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc.,
the largest heating oil company in the state, serving about 30,000
New Hampshire customers.  It sought Chapter 11 protection
(Bankr. D. N.H. Case No. 14-12188) in Manchester, New Hampshire,
on Nov. 10, 2014, without stating a reason.  It estimated $10
million to $50 million in assets and debt.  The Nov. 10, 2014
court filing show that the Debtor has about $13.5 million in
debts.  Jeremy Blackman at Concord Monitor reports reports that
the Debtor owes more than $276,000 to Harvard Pilgrim Health Care
and nearly $94,000 to the city of Laconia and the towns of Hudson,
Milford and Northfield.

According to Concord Monitor, the bankruptcy case was initially
filed on Nov. 10 under Chapter 7, but that has since been
terminated and replaced with a Chapter 11 restructuring proposal.

William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester,
serves as counsel to the Debtor.  Fredrick J. Fuller, the
president, signed the bankruptcy petition.


FREEDOM INDUSTRIES: AIG $3MM Coverage Deal Hits Roadblock
---------------------------------------------------------
Law360 reported that bankrupt Freedom Industries Inc., whose
January chemical spill is blamed for contaminating drinking water
for 300,000 West Virginia residents, told a bankruptcy court that
its settlement with AIG Specialty Insurance Co. over coverage for
the spill has been tied up by objections and delays.

According to the report, Freedom told U.S. Bankruptcy Judge Ronald
G. Pearson that despite its efforts, it isn't ready yet to file a
modified settlement agreement because third-party objectors to the
$3 million coverage deal Freedom reached with AIG in June haven't
settled their negotiations.

                      About Freedom Industries

Freedom Industries Inc., is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on
Jan. 17, 2014.  The case is assigned to Judge Ronald G. Pearson.
The petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, 2014, the Bankruptcy Court approved the hiring of
Mark Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


GLOBAL GEOPHYSICAL: Court Approves Deal with BNY Mellon
-------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Global Geophysical Services' expedited motion for approval of a
stipulation with the Bank of New York Mellon Trust, in its
capacity as indenture trustee for the 10-1/2% Senior Notes.

According to the report, under the stipulation, the Debtors and
the Indenture Trustee have determined that the liquidated amount
of the Indenture Trustee's Claims should be $255,984,045.

                     About Global Geophysical,
                          Autoseis et al.

Global Geophysical Services Inc., a provider of seismic data for
the oil and gas drilling industry, sought bankruptcy protection,
intending to reorganize on its own with additional capital or
explore a sale or other transaction.

Based in Missouri City, Texas, Global Geophysical disclosed assets
of $468.7 million and liabilities totaling $407.3 million as of
Sept. 30, 2013.  Liabilities include $81.8 million on a secured
term loan owing to TPG Specialty Lending Inc. and Tennenbaum
Capital Partners LLC.  TPG is the lenders' agent.  Global also
owes $250 million on two issues of 10.5 percent senior unsecured
notes, with Bank of New York Mellon Trust Co. as indenture
trustee.

Global Geophysical and five affiliates, including Autoseis, Inc.
(lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas
(Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014.

The Debtors are represented by C. Luckey McDowell, Esq., Omar
Alaniz, Esq., and Ian E. Roberts, Esq., at Baker Botts, LLP, in
Dallas, Texas; and Shelby A. Jordan, Esq., and Nathanial Peter
Holzer, Esq., at Jordan, Hyden, Womble, Culbreth, & Holzer, PC in
Corpus Christi, Texas.  Alvarez & Marsal serves as the Debtors'
restructuring advisors, Fox Rothschild Inc. as financial advisor,
and Prime Clerk as claims and noticing agent.

The U.S. Trustee for Region 7, has selected seven creditors to the
Official Committee of Unsecured Creditors.  The Committee tapped
Greenberg Traurig, LLP as counsel; and Lazard Freres & Co. LLC and
Lazard Middle Market LLC, as financial advisors and investment
bankers.

The Ad Hoc Group of Noteholders and the DIP Lenders are
represented by Marty L. Brimmage, Jr., Esq., Charles R. Gibbs,
Esq., Michael S. Haynes, Esq., and Lacy M. Lawrence, Esq., at Akin
Gump Strauss Hauer & Feld LLP.

Prepetition secured lender TPG is represented by David M. Bennett,
Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson
& Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq.,
David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth &
Zabel LLP.


GREAT PLAINS: Court Denies Confirmation of Fifth Amended Plan
-------------------------------------------------------------
Bankruptcy Judge Thomas P. Agresti on Nov. 21 entered an order
denying confirmation of Great Plains Exploration, LLC's Fifth
Amended Plan of Reorganization.

As reported in the Troubled Company Reporter on Oct. 10, 2014, the
Debtor filed a Ballot Summary for the Fifth Amended Plan dated
Aug. 12, 2014:

    * 1st Source Bank, the lone creditor in Class 3A, with a
$485,731 claim, voted to reject the Plan.

    * SG Equipment Finance USA Corp., the lone creditor in Class
3C, with a $135,000 claim, voted to accept the Plan.  SGEF
conditionally accepted the Plan provided that any confirmation
order entered provides the following: SGEF will have an allowed
claim of $135,821 to be paid over 18 consecutive monthly
installments of $7,738 representing principal and interest at the
rate of 3 percent per annum, and SGEF will retain its lien until
such amounts are paid in full.

    * All five creditors in Class 5 who submitted ballots, with
claims ranging from $559 to $4,393, voted to accept the Plan.

1st Source Bank had filed a confirmation objection, saying that
the Plan is not fair and reasonable.  It says the Plan provides
that the Debtors propose to pay 100% of allowed general unsecured
claims prior to paying the full amount of 1st Source's claim,
along with potentially unsecured claim.

In a limited objection, SGEF says the Plan, in its present form,
proposes that its Class 3 claim will be paid over 24 months in
equal monthly installments per the terms of the agreement in place
between Debtor and SGEF.  According to SGEF, this does not reflect
the terms that were agreed upon between SGEF and Debtor subsequent
to the Plan, which terms are memorialized in various e-mails
between counsel for Debtor and SGEF.  The Debtor's counsel advised
that it would not be filing an amended Plan, but that "We will
draft the correct language into the Confirmation Order to reflect
the exact agreement."  Accordingly, SGEF's objection to
confirmation of the Plan is limited to the extent that the Plan
itself does not reflect the latest agreement between Debtor and
SGEF for SGEF's Class 3C claim, and requests that if, and when,
the Plan is confirmed that it include the agreement between SGEF
and Debtor as counsel for Debtor said it will.

SGEF is a secured creditor of Debtor as assignee of a Security
Agreement, dated April 30, 2008, and Promissory Note, dated
September 17, 2009, in the principal amount of $335,232, between
Debtor and Wells Fargo Equipment Finance, Inc.

                    About John D. Oil & Gas;
              OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Dec. 31, 2011, showed $6.98 million in total assets,
$13.26 million in total liabilities, and a stockholders' deficit
of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


HDOS ENTERPRISES: Court Enters Final Decree Closing Case
--------------------------------------------------------
Dan Smith, disbursing agent for Bohica Liquidation, Inc., formerly
HDOS Enterprises, notified the Bankruptcy Court that Bohica's
Chapter 11 plan has been substantially consummated and all
distributions have been made to creditors of the estate.

On Nov. 20, 2014, the Court entered an order on the final decree
and Nov. 25, Mr. Smith caused the Debtor to make the distributions
to professionals.

In this relation, there were no remaining administrative
obligations in the Debtor's Chapter 11 cases.

The Debtor notified the Court that the Effective Date of its Plan
of Reorganization occurred on Oct. 24, 2014.  The Debtor is now
known as BOHICA Liquidation, Inc.  The Plan is confirmed pursuant
to Section 1129(a) of the Bankruptcy Code.

                    About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-12028) on Feb. 3,
2014.  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained Jeffrey
N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, California, as counsel.


IDERA PHARMACEUTICALS: Appoints Chief Executive Officer
-------------------------------------------------------
Idera Pharmaceuticals, Inc., has appointed Vincent J. Milano as
chief executive officer, effective Dec. 1, 2014.  Mr. Milano was
also appointed to the Company's Board of Directors.  Mr. Milano
previously served as chairman, president and chief executive
officer of ViroPharma Incorporated, where he led the building of
an international organization with multiple products for the
treatment of patients with rare diseases.  Mr. Milano succeeds
Sudhir Agrawal, D.Phil., who will continue to lead scientific
research as president of Research and serve on Idera's Board of
Directors.

"We're very pleased to have Vin join us as we advance the
development of Idera's therapeutic candidates and drug discovery
technologies," said Jim Geraghty, Chairman of the Board of
Directors of Idera Pharmaceuticals.  "Vin is an experienced
biopharmaceutical executive with a proven track record of value
creation, who led ViroPharma to become a widely admired company
successfully delivering innovative treatments to patients with
serious unmet medical needs."

Mr. Geraghty added, "Under Sudhir's leadership, Idera has
developed cutting-edge scientific platforms, moved promising
therapeutic candidates into clinical development, and built a
world-class team.  As a co-founding scientist and a pioneer in the
field of nucleic acid therapeutics, he will continue to lead
scientific research for the Company."

Vincent Milano, chief executive officer of Idera Pharmaceuticals,
stated, "I believe Idera has an outstanding combination of people,
clinical opportunities and technology platforms.  Idera is well
positioned to drive transformational advances in medicine, and I'm
excited to join the Company at this important time.  I look
forward to working with Sudhir and the team to further build the
organization, unlock the value of its development programs and
realize the full potential of its scientific platforms.  As we do
so, we'll remain focused on addressing serious unmet patient
needs."

Dr. Sudhir Agrawal, president of Research at Idera
Pharmaceuticals, said, "I am very pleased to welcome Vin to Idera
to lead us as we transition the Company to advance multiple drug
candidates toward potential commercialization.  Vin brings
tremendous expertise in building a company to commercialize novel
therapeutics for serious unmet medical needs.  With Vin leading
our executive management team, we believe Idera's ability to
develop and deliver important new medicines to patients is
significantly enhanced."

Mr. Milano, 51, most recently served as Chairman, president and
chief executive officer of ViroPharma, which was acquired by Shire
Pharmaceuticals in January 2014.  Under his stewardship,
ViroPharma became a leading developer of innovative therapies for
rare diseases, with the approval and commercialization of its lead
product, Cinryze, for the treatment of hereditary angioedema in
the United States and Europe.

Mr. Milano joined ViroPharma in 1996 and served as vice president,
chief financial officer and treasurer from 1997 to 2006 prior to
becoming chief executive officer.  He was instrumental in building
the company, including leading efforts in raising nearly $900
million in capital, as well as acquisitions of Lev Pharmaceuticals
and the drug Vancocin from Eli Lilly.  In addition, he played
critical roles in business development and investor relations
activities for ViroPharma, as well as contributed significantly to
establishing the strategic focus of the company.  Prior to joining
ViroPharma, he served as a senior manager at KPMG LLP, an
independent registered public accounting firm.

Mr. Milano currently serves on the Boards of Directors of Spark
Therapeutics, Vanda Pharmaceuticals (NASDAQ: VNDA) and VenatoRx.
He received his Bachelor of Science degree in accounting from
Rider College.

In connection with his joining the Company, Mr. Milano and the
Company entered into an employment letter dated Dec. 1, 2014,
under which Mr. Milano will receive an annual base salary of
$600,000 per year and will be eligible to receive an annual bonus
of up to 50% of Mr. Milano's annual base salary based on the
achievement of both individual and Company performance objectives
as developed and determined by the Board.

Mr. Milano has not been elected to any committees of the Board.
There was no arrangement or understanding between Mr. Milano and
any other persons pursuant to which Mr. Milano was elected as a
director and there are no related party transactions between Mr.
Milano and the Company.

                    About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

Idera Pharmaceuticals reported a net loss of $18.22 million in
2013, a net loss of $19.24 million in 2012 and a net loss of
$23.77 million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $60.63
million in total assets, $7.81 million in total liabilities and
$52.82 million in total stockholders' equity.


IMPAX LABORATORIES: S&P Assigns 'BB' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' corporate
credit rating to Impax Laboratories Inc.  The outlook is stable.

S&P also assigned a 'BBB-' issue-level rating to the company's
$485 million credit facility, which consists of a $50 million
revolver and a $435 million term loan B.  The recovery rating is a
'1', indicating very high (90% to 100%) recovery in the event of
payment default.

"The ratings on Impax reflect the company's limited scale and
market share in the generic pharmaceutical market with an even
narrower presence in the branded pharmaceutical space," said
Standard & Poor's credit analyst Tahira Wright.  The rating also
reflects existing headwinds at the company's manufacturing
facilities that are preventing timely launches of the company's
branded RYTARY drug and other generic drugs.  These factors
support S&P's assessment of the company's business risk profile as
weak.  S&P expects pro forma the transaction the company will
operate with leverage at 1.5x in 2015, reflective of a modest
financial risk profile.  S&P views the company's business as less
favorable compared with similarly rated peers in the 'BB' category
given existing business challenges that could lead to possible
delays in product launches.  This could result in Impax not
achieving our 2015 base-case scenario.

The stable outlook reflects S&P's view that the company will
successfully integrate the debt-financed acquisition and launch
their branded drug RYTARY in early 2015, key components to S&P's
base-case scenario.

A downgrade could occur if problems at the company's manufacturing
facilities delay the launch of RYTARY and other pipeline drugs.
Such a delay would prevent the company from meeting S&P's base-
case expectations, which will result in debt to EBITDA above 2x.
Continued disruptions at its manufacturing facilities could also
result in a reassessment of business risks for this issuer.

An upgrade is not likely in the near term given the current
headwinds the company faces with resolving challenges at its
existing manufacturing facilities.  However, S&P could consider an
upgrade if the company can successfully remediate these challenges
and demonstrate that they will not likely reoccur while achieving
S&P's base-case expectations and maintaining a healthy drug
portfolio pipeline.


INTEGRATED BIOPHARMA: Three Directors Elected at Annual Meeting
---------------------------------------------------------------
Integrated Biopharma, Inc., held its 2014 annual meeting of
shareholders on Dec. 1, 2014, at which the shareholders elected
William Milmoe, Christina Kay and Robert Canarick as Class II
directors to serve until the 2017 Annual Meeting of Stockholders.
The shareholders also ratified the appointment of Friedman, LLP,
as the Company's independent auditors for the fiscal year ending
June 30, 2015.

                     About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/-- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

Integrated Biopharma reported net income of $131,000 for the year
ended June 30, 2014, compared to net income of $93,000 for the
year ended June 30, 2013.

As of Sept. 30, 2014, the Company had $13.14 million in total
assets, $22.89 million in total liabilities and a $9.75 million
total stockholders' deficiency.


KASPER LAND: Wins Approval to Sell Property to Old Macs
-------------------------------------------------------
The Bankruptcy Court authorized Kasper Land and Cattle Texas, LLC
to (i) sell property pursuant to a purchase and sale agreement
dated Nov. 11, 2014, with purchaser Old Macs Ghost, LLC; and (ii)
make payments to secured creditors from the sales proceeds to the
secured creditors in these amounts:

   a) to Herring Bank in the amount of $3,357,111, plus
$1,549.25/day after Nov. 1, 2014 until closing of the sale toward
principal and interest;

   b) to Herring Bank in the amount of $87,341 for attorneys'
fees;

   c) to Chain-C, Inc. et al., in the amount of $11,124,973, plus
$4,897/day after Nov. 1, 2014 until closing of the sale for
principal and interest; and

   d) to Chain-C, Inc. et al., in the amount of $84,340 for
attorneys' fees.

The secured creditors consented to Debtor's sale of the ranch and
all of Debtor's equipment to Old Mac Partners, LLC, or its
designee, provided that the Debtors pay the secured creditors the
full amount of the indebtedness owing to secured creditors
including all post-maturity interest calculated at 18% per annum
and all attorneys' fees and other expenses incurred.

As reported in the Troubled Company Reporter on Nov. 5, 2014, the
Debtor sought Court approval to sell 11,200 acres of land to Old
Mac Partners, LLC.

Kasper Land said the sale of the property, which is its only
asset, would allow the company to pay all claims of its creditors
in full, including more than $14 million in secured claims.

Under the proposed deal, Old Mac Partners will pay the company at
least the amount anticipated to be owing to its creditors as well
as its attorneys and the U.S. trustee, who hold administrative
claims.

Kasper Land's secured creditors will receive about $14.6 million,
and additional payments for accrued interest and attorneys' fees
once the company closes the sale.  Its unsecured creditor, which
is owed $6,750, will also get paid from the proceeds of the sale,
according to court filings.

The sale can proceed independently of Kasper Land's plan of
reorganization, according to the company's lawyer, Bill Kinkead,
Esq., at Kinkead Law Offices, in Amarillo, Texas.

"The plan is premised on transactions that are different than, and
inconsistent with, the proposed sale," Mr. Kinkead said in a court
filing.

If the proposed sale closes, Kasper Land will withdraw its plan.
However, if the sale does not close, the company will request
confirmation of and will consummate the plan, according to the
lawyer.

A copy of the sale agreement is available for free at:

     http://bankrupt.com/misc/KasperLand_91_84_saleagreement.pdf

The secured creditors are represented by:

         David R. Langston, Esq.
         MULLIN HOARD & BROWN, LLP
         P.O. Box 2585
         Lubbock, TX 79408
         Tel: (806) 765-7491
         Fax: (806) 765-0553
         E-mail: drl@mhba.com
         Web site: www.mullinhoard.com

                  and

         Don D. Sunderland, Esq.
         MULLIN HOARD & BROWN, LLP
         500 South Taylor, Suite 800, LB #213
         P.O. Box 31656
         Amarillo, TX 79120-1656
         Tel: (806) 337-1117
         Fax: (806) 372-5086
         E-mail: dsunderl@mhba.com
         Web site: www.mullinhoard.com

                   About Kasper Land and Cattle

Kasper Land and Cattle Texas, LLC, sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 14-20074) in Amarillo,
Texas, on March 3, 2014.  Bill Kinkead, Esq., at Kinkead Law
Offices, serves as counsel to the Debtor.  The Debtor disclosed
$23,170,640 in assets and $13,420,213 in liabilities as of the
Chapter 11 filing.


KOTARIDES ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Kotarides Enterprises, Inc.
        1021 High Street
        Portsmouth, VA 23704

Case No.: 14-74364

Chapter 11 Petition Date: December 2, 2014

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

Judge: Hon. Stephen C. St. John

Debtor's Counsel: W. Greer McCreedy, II, Esq.
                  THE MCCREEDY LAW GROUP, PLLC
                  413 West York St
                  Norfolk, VA 23510
                  Tel: (757)233-0045
                  Fax: 757-233-7661
                  E-mail: McCreedy@McCreedylaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Christopher P. Kotarides, Jr., sole
officer and director.

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


LOCATION BASED TECHNOLOGIES: Amends Code of Business Conduct
------------------------------------------------------------
Location Based Technologies, Inc.'s Board of Directors approved an
amendment to the Company's Code of Business Conduct to include a
"trading window" that requires all directors and officers and
those certain identified employees of the Company to refrain from
conducting transactions involving the purchase or sale of the
Company's securities other than through a validly established
10b5-1 plan, and during the period commencing at the open of
market on the third trading day following the date of public
disclosure of the financial results for a particular fiscal
quarter or year and continuing until the close of market on the
10th trading day after the Trading Window was opened.

A copy of the Amended Code of Business Conduct is available for
free at http://is.gd/wMUorJ

                  About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

The Company incurred a net loss of $11.04 million for the year
ended Aug. 31, 2013, as compared with a net loss of $7.96 million
for the year ended Aug. 31, 2012.

Location Based reported a net loss of $5.14 million on
$1.70 million of total net revenue for the year ended Aug. 31,
2014, compared to a net loss of $11.04 million on $1.91 million of
total net revenue for the year ended Aug. 31, 2013.

As of Aug. 31, 2014, the Company had $2.32 million in total
assets, $12.31 million in total liabilities and a $9.98 million
total stockholders' deficit.

Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Aug. 31, 2014, citing that the Company's
operating losses raise substantial doubt about its ability to
continue as a going concern.

                        Bankruptcy Warning

"[W]e remain obligated under a significant amount of notes
payable, and Silicon Valley Bank has been granted security
interests in our assets.  If we are unable to pay these or other
obligations, the creditors could take action to enforce their
rights, including foreclosing on their security interests, and we
could be forced into liquidation and dissolution.  We are also
delinquent on a number of our accounts payable.  Our creditors may
be able to force us into involuntary bankruptcy," the Company
stated in the Fiscal 2014 Report.


LEHR CONSTRUCTION: Court Approves Settlement Agreement with RSSM
----------------------------------------------------------------
The Bankruptcy Court approved the settlement agreement and release
between Jonathan L. Flaxer, as Chapter 11 trustee for Lehr
Construction Corp., and Rosen Seymour Shapss Martin & Company LLP.

The RSSM Agreement dated Sept. 8, 2014, provides that, among other
things, all persons and entities who filed or could have filed a
claim in the Debtor's chapter 11 case are enjoined from:

   i) commencing or continuing any and all past, present or future
claims against RSSM based on, relating to, or arising from, the
subject matter of the Trustee Released Claims, in any court or
forum, that are duplicative or derivative of any claim that is
subject to the automatic stay of section 362 of the Bankruptcy
Code or that the Trustee, the estate or the Debtor has, ever had,
or could have brought by or on behalf of the Debtor or its Estate,
but not any claim against RSSM held solely by an individual
creditor unrelated to the Debtor or the estate;

  ii) the enforcement, levy, attachment, collection or other
recovery by any means, whether directly or indirectly, of any
award, decree, or other order against a RSSM that arises out of an
enjoined claim;

iii) the creation, perfection or enforcement of any encumbrance
in any manner directly or indirectly against RSSM that arises out
of an enjoined claim; and

  iv) any act to obtain possession or property or exercise control
over the property of RSSM to the extent that such act arises out
of any enjoined claim.

                      About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.
Rust Consulting/Omni Claims Agent serves as claims and noticing
agent.

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler
Freeman & Hertz serves as conflicts counsel to the trustee.
Marotta Gund Budd & Dzera, LLC, serves as trustee's financial
advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtor's case.  Fred Stevens at Klestadt &
Winters, LLP represents the Committee.


LONG BEACH MEDICAL: Court OKs Polsky Advisors as Committee Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the case of
Long Beach Medical Center, formerly Long Beach Memorial Hospital,
sought and obtained permission from the U.S. Bankruptcy Court for
the Eastern District of New York to retain Polsky Advisors LLC as
its financial advisor nunc pro tunc from July 28, 2014 through
September 30, 2014.

Polsky Advisors has provided the Committee with assistance in
connection with the bankruptcy, sale process, estate dissolution
and plan of liquidation of the Debtors.  Certain of the advisory
services and assistance Polsky rendered to the Committee may be
summarized as:

   a. Assisted the Committee and its counsel in connection with
      various ongoing case financial and litigation matters;

   b. Assisted the Committee in its analysis of potential for
      recovery and pursuit of funds back to the estates from
      voidable transactions, fraudulent transfers, preference
      payments, D & O claims and other case litigation matters;

   c. Advised the Committee in connection with resolution of
      issues relating to the sale of the Debtors' assets; met with
      the Debtors' wind-down staff on a periodic basis to monitor
      resolution of open issues; and

   d. Assisted the Committee in connection with the Debtors'
      liquidation process, including assistance in the development
      of a plan(s) of liquidation and related disclosure
      statement(s), modeling of creditor recoveries and other
      financial analyses.

Daniel Polsky is the founder of Polsky Advisors and the main
professional involved in the engagement.  He has a $500 hourly
rate for his services.

The Polsky Advisors' fee application is also expected to include a
request for reimbursement of reasonable expenses, including
travel, report production, delivery services, and other costs
incurred in providing the services.

The Committee previously Deloitte Transactions and Business
Analytics LLP (DTBA) as its financial advisor, effective as
February 28, 2014. On April 8, 2014, the Court approved DTBA's
retention as financial advisor to the Committee nunc pro tunc to
February 28, 2014. Mr. Polsky, formerly a Director at DTBA, led
this financial advisory engagement on behalf of DTBA until his
departure from DTBA on July 25, 2014. At that time, Mr. Polsky
created the entity Polsky Advisors LLC to provide restructuring
advisory services, and the Committee has had Mr. Polsky of Polsky
Advisors continue to work on the Debtors' cases in order to
provide continuity through the remainder of these cases.

The Application for Polsky Advisors is not intended to completely
replace the engagement of DTBA. Rather, the same personnel at DTBA
has continued to perform services on this engagement for the
Committee, but were directed by Mr. Polsky of Polsky Advisors who
continued to lead the engagement as he formerly did at DTBA.

Mr. Polsky assured the Court that his Firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The Firm's business address is:

          POLSKY ADVISORS LLC
          18 Ridgecrest East
          Scarsdale, NY 10583
          Tel No: (914)393-6098
          E-mail: ds.polsky@verizon.net

The engagement of Polsky Advisors terminated as of September 30,
2014 as Mr. Polsky has joined Getzler Henrich & Associates LLC.

                   About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical Center and Long Beach Memorial Nursing Home
d/b/a The Komanoff Center for Geriatric and Rehabilitative
Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014.

Long Beach Medical Center scheduled $17,400,606 in total assets
and $84,512,298 in total liabilities.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

The U.S. Trustee has appointed three members to the official
committee of unsecured creditors.  The panel retained Klestadt &
Winters, LLP, led by Sean C. Southard, Esq., as counsel.

                          *     *     *

In May 2014, Long Beach Medical Center was sold at auction to two
buyers.  South Nassau Communities Hospital originally offered $21
million for both the hospital and the affiliated 200-bed Komanoff
nursing home.  South Nassau won the hospital auction with a bid of
$10.25 million, plus the assumption of $1 million in employee
liabilities.  South Nassau will sell the hospital's equipment and
guarantee Long Beach at least $500,000.  The nursing home went to
several individuals for $15.6 million, plus assumption of employee
liabilities and as much as $1.1 million in known or unknown
health-care program debt.  As a breakup fee, South Nassau receives
$450,000 and repayment of as much as $4.5 million in loans it made
to finance the Chapter 11 case.


LONG BEACH MEDICAL: Committee Can Tap Getzler as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the case of
Long Beach Medical Center, formerly Long Beach Memorial Hospital,
sought and obtained permission from the U.S. Bankruptcy Court for
the Eastern District of New York to retain Getzler Henrich &
Associates, LLC, as its financial advisor nunc pro tunc to Oct. 1,
2014.  Daniel S. Polsky serves as managing director of GH.

The Committee previously tapped Deloitte Transactions and Business
Analytics LLP (DTBA) as its financial advisor, effective as
February 28, 2014.  On April 8, 2014, the Court approved DTBA's
retention as financial advisor to the Committee nunc pro tunc to
February 28, 2014.  Mr. Polsky, formerly a Director at DTBA, led
the financial advisory engagement on behalf of DTBA until his
departure from the firm on July 25, 2014. At that time, Mr. Polsky
created the entity Polsky Advisors LLC to provide restructuring
advisory services, and the Committee has had Mr. Polsky of Polsky
Advisors continue to work in their cases in order to provide
continuity through the remainder of their cases.  Polsky Advisors'
engagement terminated as of September 30, 2014.  On October 1,
2014, Mr. Polsky joined GH.

Mr. Polsky, now at the GH Firm, continues to direct the continuing
resources used from DTBA, which has enabled a continuum of
uninterrupted services to the Committee.  To avoid any duplication
of effort and cost, DTBA has not incurred additional time charges
for new case professionals since Mr. Polsky's departure in July
2014.

As financial advisor, Getzler Henrich will, among other things:

   a. Assist the Committee and its counsel in connection with
      various ongoing case financial and litigation matters;

   b. Assist the Committee in its oversight and monitoring of the
      ongoing wind-down of the Debtors' estates; report
      periodically to the Committee on ongoing case issues and
      financial matters; and

   c. Assist the Committee in connection with its analysis and
      resolution of issues related to claims filed against the
      Debtors including administrative, priority or unsecured
      claims, executory contracts, case litigation and related
      damages analysis.

The Firm's standard rates are:

    Personnel Classification         Applicable Hourly Rates
    ------------------------         -----------------------
    Principal/Managing Director               $500
    Directors                                 $400
    Associates                                $300
    Paraprofessionals                         $160

Daniel Polsky has continued to serve as the engagement leader for
the financial advisor representation of the Committee and has
maintained overall responsibility for the engagement.  Alex Berbit
of DBTA will continue to serve as the engagement manager,
coordinating the management of the engagement.

The Committee understands that Dan Polsky and Alex Berbit will be
the primary team for the Committee financial advisor
representation, to be supplemented with personnel from their
respective firms, without duplication, as needed and as approved
by the Committee.

Mr. Polsky assures the Court that the GH Firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The Firm can be reached at:

         GETZLER HENRICH & ASSOCIATES LLC
         295 Madison Avenue
         20th Floor
         New York, NY 10017
         Tel No: (212)-697-2400
         Fax No: (212)-597-4812

                About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical Center and Long Beach Memorial Nursing Home
d/b/a The Komanoff Center for Geriatric and Rehabilitative
Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014.

Long Beach Medical Center scheduled $17,400,606 in total assets
and $84,512,298 in total liabilities.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

The U.S. Trustee has appointed three members to the official
committee of unsecured creditors.  The panel retained Klestadt &
Winters, LLP, led by Sean C. Southard, Esq., as counsel.

                          *     *     *

In May 2014, Long Beach Medical Center was sold at auction to two
buyers.  South Nassau Communities Hospital originally offered $21
million for both the hospital and the affiliated 200-bed Komanoff
nursing home.  South Nassau won the hospital auction with a bid of
$10.25 million, plus the assumption of $1 million in employee
liabilities.  South Nassau will sell the hospital's equipment and
guarantee Long Beach at least $500,000.  The nursing home went to
several individuals for $15.6 million, plus assumption of employee
liabilities and as much as $1.1 million in known or unknown
health-care program debt.  As a breakup fee, South Nassau receives
$450,000 and repayment of as much as $4.5 million in loans it made
to finance the Chapter 11 case.


LONGVIEW POWER: Trial Over Insurance Dispute to Begin Jan. 20
-------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. District Judge Leonard P. Stark upheld
the approval of the settlement between Longview Power LLC, and its
principal contractor, Foster Wheeler North America Corp., and
ruled that it was no mistake to halt the California suit initiated
by First American Title Insurance Co.

According to the report, as a result of Judge Stark's ruling,
First American is left to fight only in bankruptcy court over
whether the title policy can be used as the plan provides.  The
trial is scheduled to begin on Jan. 20.

The Bloomberg report recalled that the linchpin of Exide's Chapter
11 plan is use of an $825 million title insurance policy provided
by First American to pay the claims of Kvaerner North American
Construction Inc., and Siemens Energy Inc., other major
contractors of Exide, if their mechanics' liens are found to come
ahead of the lenders' secured claims.  During bankruptcy, First
American sued in California state court the secured lenders,
seeking a declaration that the policy can't be used in connection
with the plan, the report further recalled.

                       About Longview Power

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.


MASON COPPELL: Liquidating Plan Approved
----------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a Dallas bankruptcy judge has issued an order
confirming the Chapter 11 liquidating plan proposed by the
Official Committee of Unsecured Creditors for Mason Coppell OP
LLC.

Under the Plan, the Committee proposes to administer the assets
through a Liquidating Trust and appoint a Liquidating Trustee to,
among other things:

   (1) allocate the sale proceeds as set forth in the Plan;

   (2) pay all secured claims, administrative expenses and
       priority claims;

   (3) liquidate all remaining assets, converting those assets to
       cash; and

   (4) distribute the cash to unsecured creditors pursuant to the
       terms of the Plan.

Secured claims of Oxford Finance LLC will only be paid out of the
assets of the Debtors obligated to Oxford Finance LLC.  Mason
Mesquite's estate will pay 20% of the Chapter 11 Administrative
Claims incurred during the administration of the Bankruptcy Cases
and 100% of any tax, secured or other priority claims asserted
against its estate.  The remaining cash will be allocated to a
Liquidation Reserve established for the Oxford Debtors (the
"Oxford Debtor Reserve") and used to pay the Oxford Secured Claim,
the remaining 80% of the Chapter 11 Administrative Claims, and all
other tax, secured or priority claims asserted against the Oxford
Debtors.

The Committee anticipates that general unsecured creditors of the
Oxford Debtors will receive distributions of 4% to 7%, and
creditors of Mason Mesquite will receive distributions in the
range of 25% to 30% of their Allowed Claims.

                       About Mason Coppell

Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite
OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing
homes in Texas.  Mason Georgetown RealCo, LLC, owns the real
estate and building for the operations of Mason Georgetown.  They
initiated the Chapter 11 cases to effectuate a prompt transfer of
their assets and operations to preserve patient safety and any
potential value for creditors.

Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014.  Judge Stacey Jernigan presides over the cases.

The Debtors estimated assets of at least $10 million and debts of
at least $10 million.

The Debtors, except Mason Georgetown Realco, are represented by
Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A.
Million, Esq., at Munsch Hardt Kopf & Harr, P.C.  Georgetown
Realco is represented by Jonathan S. Covin, Esq., and Shayla L.
Friesen, Esq., at Wick Phillips Gould & Martin, LLP.

Deloitte Transactions and Business Analytics, LLP, acts as the
Debtors' restructuring advisor with Louis Robichaux serving as
chief restructuring officer.

On March 28, 2014, the U.S. Trustee appointed an Unsecured
Creditors' Committee in the cases.  To date there has been no
request made for the appointment of a trustee or examiner.

Counsel for the Committee is Cox Smith Mathews Incorporated's Mark
Andrews, Esq.

Counsel for Oxford Finance, LLC, which is owed almost $16 million
on a term loan and revolving credit, is Vedder Price P.C.'s Jon
Aberman, Esq. Mason Coppell OP, LLC, et al., obtained Court
authority to sell substantially all of their assets for a total of
$16.1 million, consisting of $4.0 million for so-called facility
assets and $12.1 million for the 142-bed nursing home facility
commonly known as Estrella Oaks Rehabilitation Care Center, in
Georgetown, Texas.

At the closing of the sale, proceeds of the sale of the real
property in the amount of $12.1 million, less adjustments,
required U.S. Trustee fees, and required administrative expenses,
will be paid to Oxford.

Debtor Mason Friendswood OP, LLC, has separately sought authority
to sell the Friendship Haven Health and Rehabilitation Center to
ensure uninterrupted and continued care at the Facility.

The Official Committee of Unsecured Creditors filed a Plan of
Liquidation and accompanying Disclosure Statement on August 29,
2014.


MOTORS LIQUIDATION: Wilmington Trust Files 2015 Wind Down Budget
----------------------------------------------------------------
Pursuant to the Amended and Restated Motors Liquidation Company
GUC Trust Agreement dated as of June 11, 2012, and between the
parties thereto, as amended, and that certain Order Authorizing
the GUC Trust Administrator to Liquidate New GM Securities for the
Purpose of Funding Fees, Costs and Expenses of the GUC Trust and
the Avoidance Action Trust, dated March 8, 2012, issued by the
Bankruptcy Court for the Southern District of New York, Wilmington
Trust Company, in its capacity as trust administrator and trustee
of the Motors Liquidation Company GUC Trust is required to provide
on an annual basis the projected budgets for certain categories of
expenses, other than Reporting and Transfer Costs, to FTI
Consulting, Inc., in its capacity as the trust monitor of the GUC
Trust, to the DIP Lenders (as defined in the GUC Trust Agreement),
and to certain additional parties specified in the Liquidation
Order.  Copies of the calendar-year 2015 budgets for Wind-Down
Costs and for Reporting and Transfer Costs are available at:

                         http://is.gd/B5uZUs

                       About Motors Liquidation

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.


NAARTJIE CUSTOM: South African Stores Go to Truworths for $2.7MM
----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a bankruptcy judge in Salt Lake City, Utah,
approved the sale of Naartjie Custom Kids Inc.'s intellectual
property and stores in South Africa to Truworths Ltd. for $2.7
million.  According to the report, an auction was canceled because
there were no bids to compete with the Truworths offer.

                   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 (Bankr. D. Utah Case No. 14-29666) on Sept. 12,
2014.  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.


NET TALK.COM: Three Directors Removed From Board
------------------------------------------------
As a result of a vote of the shareholders representing at least a
majority of the then outstanding common stock of Net Talk.Com,
Inc., voting on Oct. 16, 2014, via written consent in lieu of a
meeting, to remove each of Samer Bishay, Maged Bishara, and Nadir
Aljasrawi from their positions serving as members of the Company's
Board of Directors, and in accordance with Section 240.14c-2(b) of
the Securities Exchange Act of 1934, as amended, each of Samer
Bishay, Maged Bishara, and Nadir Aljasrawi were removed from their
positions serving as members of the Company's Board of Directors.

Also effective Nov. 26, 2014, the Board of Directors of the
Company removed Mr. Samer Bishay from all positions Mr. Bishay
holds with the Company, including serving as the Company's
president, according to a regulatory filing with the U.S.
Securities and Exchange Commission.

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.com a net loss of $4.78 million on $6.02 million of net
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $14.71 million on $5.79 million of net revenues in 2012.

As of June 30, 2014, the Company had $5.07 million in total
assets, $12.42 million in total liabilities and a $7.35 million
total stockholders' deficit.

Zachary Salum Auditors P.A., in Miami, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred significant recurring losses from
operations, its total liabilities exceeds its total assets, and is
dependent on outside sources of funding for continuation of its
operations.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


NII HOLDINGS: Has Deal With Noteholders for Debt-Equity Plan
------------------------------------------------------------
NII Holdings Inc. and its Official Committee of Unsecured
Creditors are filing a plan that will grant shares of new stock to
noteholders and wipe out shareholders.

The Plan will incorporate terms of a plan support agreement
("PSA") reached with noteholders, namely entities managed by
Aurelius Capital Management, LP, entities managed by Capital
Research and Management Company, and American Tower Corporation,
American Tower do Brasil - Cessao de Infraestruturas Ltda. and
MATC Digital S. de R.L. de C.V.

The PSA requires the Debtors to exit bankruptcy by April 2015.
The PSA will terminate in the event:

  (1) The Debtors have not filed the Plan, Disclosure Statement
and a PSA motion by Dec. 18, 2014;

  (2) The Debtors fail to obtain orders approving the Disclosure
Statement and the PSA by Jan. 30, 2015;

  (3) The Bankruptcy Court has not convened a hearing on the
confirmation of the Plan on or before March 26, 2015;

  (4) The Bankruptcy Court has not entered an order confirming the
Plan on or before April 8, 2015; and

  (5) The effective date of the Plan has not occurred by April 22,
2015.

As of June 30, 2014, the Debtors had approximately $4.35 billion
in principal amount of senior unsecured notes outstanding
comprised of:

    * $800 million in principal amount of 10% senior unsecured
Notes issued in August 2009 by NII Capital Corp., due in 2016 (the
"10% Notes");

   * $500 million in principal amount of 8.875% senior unsecured
Notes issued in December 2009 by NII Capital due in 2019 (the
"8.875% Notes");

   * $1.45 billion in principal amount of 7.625% senior unsecured
Notes issued in March and December 2011 by NII Capital due in 2021
(the "7.625% Notes");

   * $900 million in principal amount of 11.375% senior unsecured
Notes issued in February and April 2013 by International Telecom,
due in 2019 (the "11.375% Notes"); and

   * $700 million in principal amount of 7.875% senior unsecured
Notes issued in May 2013 by International Telecom, due in 2019
(the "7.875% Notes").

Under the Plan, the Holders of Notes shall be provided with the
option to subscribe to purchase $250 million of New NII Common
Stock pursuant to a rights offering.  Upon the Effective Date, the
New Board will adopt a management incentive plan, including (i)
restricted stock units for up to 2.5% of the New NII Common Stock
and (ii) options to purchase up to 2.5% of the New NII Common
Stock with any applicable exercise price to be determined by the
New Board (collectively, the "MIP Shares").

The Plan will provide for the issuance of $250 million of new
debt.

According to the Plan Term Sheet, the Plan proposes to treat
claims and interests as follows:

   -- Holders of 2016 Capco Notes and 2019 Capco Notes owed $1.36
billion will receive their pro rata share of 25.43% of the New NII
Common Stock Pool, subject to dilution by the Rights Offering
Shares and the MIP Shares.

   -- Holders of 2021 Capco Notes owed $1.5 billion will receive
their pro rata share of 11.06% of the New NII Common Stock Pool,
subject to dilution by the Rights Offering Shares and the MIP
Shares.

   -- Holders of 11.375% and 7.875% Luxco Notes owed $1.69 billion
Will receive their pro rata share of 63.51% of the New NII Common
Stock Pool, subject to dilution by the Rights Offering Shares and
the MIP Shares.

   -- Recovery and treatment for all holders of allowed general
unsecured claims against Capco, Luxco, Holdings, and other Debtors
will be determined by the Plan Proponents, subject to consent of
the Consenting Noteholders.

   -- Each holder of an allowed Convenience Class claim will
receive an amount equal to 100% of such claim in cash on or as
soon after the Effective Date as practicable, subject to a cap.

   -- Existing NII Equity Interests shall be extinguished,
cancelled and discharged as of the Effective Date, and holders of
Existing NII Equity Interests shall receive no distribution in
respect of their equity interests.

A copy of the Plan Support Agreement dated Nov. 24, 2014, is
available for free at:

Capital Group is represented by:

         Andrew N. Rosenberg, Esq.
         Elizabeth R. McColm, Esq.
         PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
         1285 Avenue of the Americas
         New York, NY 10019
         Fax No. 212-373-3000
         E-mail: arosenberg@paulweiss.com
                 emccolm@paulweiss.com

Aurelius is represented by:

         Daniel H. Golden, Esq.
         David H. Botter, Esq.
         Brad M. Kahn, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         Bank of America Tower
         New York, NY 10036
         Fax No. 212-872-1002
         E-mail: dgolden@akingump.com
                 dbotter@akingump.com
                 bkahn@akingump.com

AMT is represented by:

         Kathryn A. Coleman, Esq.
         Christopher Gartman, Esq.
         HUGHES HUBBARD & REED LLP
         One Battery Park Plaza
         New York, NY 10004
         Fax No.: 212-422-4726
         E-mail: katie.coleman@hugheshubbard.com
                 chris.gartman@hugheshubbard.com

The Committee's counsel can be reached at:

         Kenneth H. Eckstein, Esq.
         Stephen D. Zide, Esq.
         KRAMER LEVIN NAFTALIS & FRANKEL LLP
         1177 Avenue of the Americas
         New York, NY 10036
         Fax No.: 212-715-8100
         E-mail: keckstein@kramerlevin.com
                 szide@kramerlevin.com

                         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' cases are jointly administered
and 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 appointed five creditors of NII
Holdings to serve on the official committee of unsecured
creditors.  Kramer Levin Naftalis & Frankel LLP serves as lead
counsel to the Creditors Committee, while FTI Consulting, Inc.,
acts its financial advisor.


NII HOLDINGS: Seeks Approval of Key Employee Incentive Plan
-----------------------------------------------------------
NII Holdings, Inc., and its debtor-subsidiaries ask the Bankruptcy
Court to enter an order approving (a) a key employee incentive
plan for certain of their senior management employees, (b) the
inclusion of three employees who are, or could potentially have
been deemed, insiders of the Debtors in the Debtors' ordinary
course cash bonus incentive plan and (c) any payments that may
become due under the Debtors' severance plan to certain employees
as administrative expenses of the Debtors' estates.

The KEIP will provide performance incentives for five of the
Debtors' most senior level executives and three senior-level
employees with the title of Vice President.  The KEIP is comprised
of two components: (a) the Cash Bonus Incentive Plan; and (b) a
restructuring metric, the achievement of which provides an
additional cash payment tied to either (i) the confirmation of a
chapter 11 plan based on the speed of the confirmation process or
(ii) a sale of assets (or combination of a sale / chapter 11 plan)
based on both speed and enterprise value.  The Debtors estimate
that the total cost of the KEIP, assuming the achievement of
target performance under each Cash Bonus Incentive Plan metric and
the Restructuring Metric, would be $8.86 million.

Three employees were excluded from the initial relief sought in
the Wage & Benefit Motion with respect to the Cash Bonus Incentive
Plan because of the possibility that they might be deemed
"insiders" under the Bankruptcy Code.  The three employees include
(a) a non-insider expatriate, (b) a non-insider vice president and
(c) a non-senior management "insider".  The total cost of the
three employees' participation in the Cash Bonus Incentive Plan
over the four quarters ending June 30, 2015, assuming that target
goals are met, is $452,505 in the aggregate.

The Debtors' severance plan has been in existence since 2003.
the Debtors believe two Severance Plan Participants currently
could potentially become eligible for a Severance Payment that
would exceed an amount greater than ten times the amount of the of
the mean Severance Payments made to non-management employees in
the 2014 calendar year (the "Statutory Cap").  The Debtors are
only seeking authority to honor their postpetition obligations
under the Severance Plan to the Severance Plan Participants who
may be terminated after the Petition Date, and pay any related
costs and expenses as administrative priority expenses in the
chapter 11 cases up to the amount of the Statutory Cap.

A hearing is slated for Dec. 18.  Objections are due Dec. 11.

                         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' cases are jointly administered
and 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 appointed five creditors of NII
Holdings to serve on the official committee of unsecured
creditors.  Kramer Levin Naftalis & Frankel LLP serves as lead
counsel to the Creditors Committee, while FTI Consulting, Inc.,
acts its financial advisor.


NUVILEX INC: Enters Into Licensing Agreement With Austrianova
-------------------------------------------------------------
Nuvilex, Inc., has obtained an exclusive worldwide license from
Austrianova Singapore Pte Ltd to use the unique and proprietary
Cell-in-a-Box(R) cellulose-based live cell encapsulation
technology in combination with compounds, known as cannabinoids,
obtained from constituents of Cannabis for the development of
disease treatments.  Nuvilex's initial efforts will be directed
toward developing treatments for deadly and difficult-to-treat
forms of cancer.

Nuvilex's CEO and president, Kenneth L. Waggoner, commented,
"While our efforts in the medical Cannabis arena have been ongoing
for some time now, this exciting worldwide Licensing Agreement
enabling the use of Cell-in-a-Box(R) with cannabinoid prodrugs
will greatly enhance our effort to become a major player in the
medicinal cannabinoid space.  This is truly a collaborative
agreement which is designed to capitalize on the ever-increasing
body of evidence indicating constituents from the Cannabis plant
indeed have a place in the treatment of serious and even deadly
forms of cancer."

The combination of the Cell-in-a-Box(R) live cell encapsulation
technology and prodrugs (which require conversion to their cancer-
killing forms) as treatments for serious cancers has already been
validated in human clinical trials in patients with advanced,
inoperable pancreatic cancer and in a veterinary preclinical trial
in dogs with spontaneously-occurring mammary cancer (a model for
breast cancer in humans).  In both cases, the cells encapsulated
were designed to overexpress an enzyme known as CYP2B1.  This is
an isoform of the cytochrome P450 system, normally found in the
liver. For the pancreatic cancer clinical trials, the prodrug used
was ifosfamide; its "sister" drug cyclophosphamide was used in the
canine mammary cancer preclinical trial.  Both ifosfamide and
cyclophosphamide are converted to their cancer-killing forms by
CYP2B1 and have shown remarkable results.

Dr. Brian Salmons, CEO and president of Austrianova and a member
of the Scientific Advisory Board of Medical Marijuana Sciences, a
wholly-owned subsidiary of Nuvilex, said of the Licensing
Agreement, "Over the course of the last year, we have worked very
closely with Nuvilex to secure the exclusive worldwide rights to
use our Cell-in-a-Box(R) technology for the development of
cannabinoid-based disease treatments.  We're excited about the
opportunity to collaborate with them to further the science in
this exciting medical field where the possibility exists of
treating cancers and other diseases without the harmful side
effects normally associated with their treatment."

Prof. Walter H. Gnzburg, Chairman and CTO of Austrianova, said
"It is well documented in scientific and medical journals that
cannabinoid-based drugs have a therapeutic benefit in cancer, but
the ability to administer these drugs at a therapeutic level is
challenging.  The use of encapsulated cells to convert prodrugs as
pioneered by Austrianova and Nuvilex is a viable alternative.  We
are delighted to have signed the Licensing Agreement as part of
the ongoing efforts towards this aim."

For the work to be done in the cancer area under the terms of the
Licensing Agreement, the Cell-in-a-Box(R) encapsulation process
will be basically the same as that used in Nuvilex's cancer
treatments using ifosfamide; however, a different type of cell
will be encapsulated for cannabinoid-based cancer treatments.
These cells will be capable of converting cannabinoid prodrugs to
their cancer-killing forms.  By using the Cell-in-a-Box(R)
technology, it should be possible to optimize the anticancer
effect of the cannabinoid prodrugs while minimizing deleterious
side effects that are associated with most chemotherapy.

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to
focus on developing and marketing products designed to improve the
health and well-being of those who use them.

Nuvilex incurred a net loss of $1.59 million on $12,160 of product
sales for the 12 months ended April 30, 2013, as compared with a
net loss of $1.89 million on $66,558 of total revenue during the
prior year.

The Company's balance sheet at July 31, 2014, showed $8.19 million
in total assets, $371,386 in total liabilities and $7.82 million
in total stockholders' equity.

Robison, Hill & Co., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended April 30, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
which raises substantial doubt about its ability to continue as a
going concern.


O'REILLY & COLLINS: Boss Liable for $4.4MM Owed to Attorney
-----------------------------------------------------------
Law360 reported that a California appellate court affirmed a trial
court's ruling that a name partner of bankrupt law firm O'Reilly &
Collins should be on the hook for nearly $4.4 million owed to a
former partner for unpaid wages and breach of contract, saying the
order didn't violate a bankruptcy court's automatic stay.

According to the report, the three-judge appellate panel upheld a
lower court's decision to amend a $4.4 million judgment against
the law firm to add name partner Terry O'Reilly as a judgment
debtor in a row filed by former partner Michael Danko. A jury
found that O'Reilly knew the firm owed Danko at least $2 million
but continued to spend all the firm's available funds on personal
expenses without reserving any amounts for the debt owed to Danko,
the report related.

The suit is Dank v. O'Reilly, case number A138784, in the Court of
Appeal of the State of California, First Appellate District,
Division Two.


OCEANIA CRUISES: Moody's Withdraws B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service withdrew all the ratings of Oceania
Cruises, Inc. and Seven Seas Cruises S. DE R.L. following the
repayment of all their rated debt in connection with closing of
the acquisition of their parent company, Prestige Cruise Holdings,
Inc., by NCL Corporation Ltd. on November 19, 2014. The following
ratings are withdrawn:

For Oceania Cruises, Inc.:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  Senior secured revolving credit facility due 2018 at B1, LGD 3

  Senior secured term loan B due 2020 at B1, LGD 3

For Seven Seas Cruises S. DE R.L:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  Senior secured revolving credit facility due 2017 at Ba2; LGD 2

  Senior secured term loan B due 2018 at Ba2; LGD 2

  Senior secured notes due 2019 at B2; LGD 3


OVERLAND STORAGE: Closes Merger With Sphere 3D
----------------------------------------------
Overland Storage, Inc., disclosed that it had successfully
completed its previously-announced merger Sphere 3D Corporation on
Dec. 2, 2014.  The transaction was previously approved by the
boards of directors of both companies, and over 99% of Overland's
shares voted at the special meeting of Overland's shareholders
held on Nov. 28 were voted in favor of approving the merger.

The integration of the Overland Storage, Tandberg Data, V3
Systems, and Sphere 3D brands positions the company to deliver a
comprehensive and innovative portfolio of virtualization and cloud
solutions.  Through offerings designed for active data and data at
rest, the company is able to address the rapidly growing cloud,
virtualization and data storage markets in the software-defined IT
arena.

As per the terms of the merger, Overland has become a wholly-owned
subsidiary of Sphere 3D, and Overland's common stock will no
longer trade on the NASDAQ Capital Market.  Each issued and
outstanding share of Overland common stock immediately prior to
the merger has been converted into the right to receive 0.46385 of
a Sphere 3D common share.  The common share of the combined
company, named Sphere 3D Corporation, will continue to trade on
the NASDAQ Global Market under the symbol "ANY" as well as on the
TSX-V under the symbol "ANY".  Sphere 3D, however intends to
delist its common shares from the TSX-V and continue to be listed
on the NASDAQ Global Market.

"In addition to creating a world-class technology company, this
combination underscores our vision to deliver a full range of the
most innovative end-to-end solutions designed as purpose-built
building blocks for the software-defined IT era," said Eric Kelly,
Chairman and CEO of Sphere 3D.  "Our mission is to securely
deliver applications, desktops and data any place and on any
device while meeting the most stringent of IT requirements.
Adding the Overland and Tandberg Data storage portfolio to Sphere
3D's next-generation virtualization and cloud solutions enables us
to accelerate the pace of our innovation and to create a
compelling strategic advantage and a firm foundation for our
future growth."

"This merger transaction marks a significant milestone for Sphere
3D and the culmination of many months of hard work by both
organizations.  We look forward to coupling the expertise,
experience and capabilities of our teams, and working together to
accelerate innovation and market adoption of our disruptive
approach to virtualization, converged infrastructure and data
management solutions," said Peter Tassiopoulos, vice chairman and
president of Sphere 3D.  "Moving forward, Overland's existing
scale, infrastructure and resources position us to further expand
the footprint and awareness of Sphere 3D's virtualization
platform, providing key partnerships and market opportunities to
create long-term value for our shareholders."

After closing the transaction, Sphere 3D reorganized its senior
management suite and expanded its Board of Directors, to position
itself for future growth.  Eric Kelly, Chairman of Sphere 3D,
remains Chairman and has also been appointed chief executive
officer of Sphere 3D.  Peter Tassiopoulos, the former CEO of
Sphere 3D, has been appointed vice chairman and president of
Sphere 3D.  Kurt Kalbfleisch, the former chief financial
officer of Overland, has been appointed as the CFO of Sphere 3D.
Vivekanand Mahadevan and Daniel Bordessa, former directors of
Overland, have joined Sphere 3D's Board of Directors, which also
includes existing Board members Peter Ashkin, Mario Biasini, Glenn
M. Bowman, Eric Kelly and Peter Tassiopoulos.

   * Daniel (Dan) Bordessa has been appointed a director of Sphere
     3D. Dan is currently a partner of Cyrus Capital Partners,
     L.P., and Cyrus Capital Partners Europe, L.P.  Prior to
     joining Cyrus Capital, Mr. Bordessa was an executive director
     at Lazard where he was responsible for providing
     restructuring and mergers and acquisitions advice.  While at
     Lazard, Mr. Bordessa advised on many of Europe's largest
     restructurings and was a frequent speaker at industry
     conferences and other events.  Mr. Bordessa has also worked
     at National Bank Financial, the investment banking arm of the
     National Bank of Canada.  Mr. Bordessa has an MBA from the
     Schulich School of Business at York University in Toronto and
     holds an Honors Bachelor of Commerce degree.

   * Vivekanand (Vic) Mahadevan has been appointed a director of
     Sphere 3D.  Vic has over 25 years of senior level strategic
     planning and marketing experience.  He was the chief strategy
     officer at NetApp from 2010 until October 2012 and prior to
     that time served as vice president of Marketing for LSI
     Corporation.  Prior to LSI Corporation, Vic was chief
     executive officer for Deeya Energy and has also held senior
     management positions with leading storage and systems
     management companies including BMC Software, Compaq, Ivita,
     and Maxxan Systems.  Vic holds an MBA in Marketing and MS in
     Engineering from the University of Iowa as well a degree in
     Mechanical Engineering from the Indian Institute of
     Technology.

"I would like to thank our former directors, Chairman Scott
McClendon, Robert A. Degan, Joseph A. De Perio, and Nils Hoff, for
their leadership and service to Overland Storage," said Eric
Kelly.

In connection with the closing of the Merger, the Company notified
the NASDAQ Capital Market on Dec. 1, 2014, that the Merger was
consummated, and trading of the ordinary shares of the Company on
Nasdaq has been suspended.  The Company has also filed with the
Securities and Exchange Commission an application on Form 25 to
delist the Company's ordinary shares from Nasdaq and deregister
the Company's ordinary shares under Section 12(b) of the
Securities Exchange Act of 1934.

On Dec. 2, 2014, the NASDAQ Stock Market LLC filed with the SEC a
Form 25 to remove from listing Overland Storage's common stock.

Scott McClendon, Daniel Bordessa, Robert A. Degan, Joseph De
Perio, Nils Hoff and Vivekanand Mahadevan resigned as directors of
the Company, with those resignations effective as of the closing
of the Merger.

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage reported a net loss of $22.92 million for the
year ended June 30, 2014, compared to a net loss of $19.64 million
for the year ended June 30, 2013.  As of Sept. 30, 2014, the
Company had $88.74 million in total assets, $61.30 million in
total liabilities and $27.43 million in total shareholders'
equity.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2014.  The independent auditors noted that
the Company's recurring losses and negative operating cash flows
raise substantial doubt about the Company's ability to continue as
a going concern.


PARADISE REDEVELOPMENT: S&P Raises TABs Rating From 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating to
'BBB-' from 'BB+' on Paradise Redevelopment Agency, Calif.'s
series 2009 refunding tax allocation bonds (TABs).  The outlook is
stable.

"The rating action is based on our view of the project area's
continued payments on debt service without use of the debt service
reserve fund and stabilization of assessed value (AV)," said
Standard & Poor's credit analyst Beverly Correa.

The stable outlook reflects S&P's view of the project area's
ability to maintain more than 1x annual debt service coverage on
the senior bonds for the next year two years even if AV modestly
declined.


PHOENIX COLLEGIATE: S&P Revises Ratings Outlook to Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
and at the same time affirmed its 'BB+' rating on the Phoenix
Industrial Development Authority, Ariz.'s $5.5 million series 2012
education facility revenue bonds issued on behalf of Phoenix
Collegiate Academy Inc. (PCA).

"The positive outlook reflects our view of PCA's improved fiscal
2014 operating performance, which has led to robust debt service
coverage, and solid level of unrestricted reserves," said Standard
& Poor's credit analyst Karl Propst.  "The outlook further
reflects our expectation that the school will meet its demand and
financial metrics as projected during the one-year outlook period,
and S&P could consider raising the rating if the school meets its
targeted enrollment growth and sustains financial metrics in line
with 'BBB-' medians over time."

More specifically, the rating reflects S&P's view of PCA's:

   -- Steady enrollment growth since inception and PCA's
      successful high school expansion initiative, combined with
      about 90% student retention from year to year;

   -- Better-than-budgeted per-student funding increase;

   -- Operational turnaround in fiscal 2014 supporting 2.2x
      maximum annual debt service coverage (unaudited); and

   -- Good liquidity, with 67 days' cash on hand at June 30, 2014.


PHOENIX PAYMENT: Seeks Until March 2015 to File Plan
----------------------------------------------------
Phoenix Payment Systems, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware to extend until March 2, 2015, their
exclusive right to file a Chapter 11 plan and until May 4, 2015,
their exclusive right to solicit acceptances of the plan.

In support of its extension request, the Debtor states: "The
Debtor believes that maintaining the exclusive right to file and
solicit votes on its plan of reorganization is critical to its
ability to complete this process and achieve its remaining goals
as efficiently and expeditiously as possible.  The Debtor expects
its remaining restructuring initiatives to be completed in the
near future, and therefore, the requested extension of the
Exclusivity Periods will afford the Debtor the time to complete
the initiatives and consummate the restructuring transactions
already in progress.  Accordingly, the Debtor requests an
extension of the Exclusivity Periods to allow the Debtor to
continue focusing on finalizing, filing and obtaining confirmation
of its plan of reorganization and to preclude the costly
disruption that would occur if competing plans were to be
proposed."

A hearing on the extension request is scheduled for Jan. 6, 2015,
at 10:30 a.m. (ET).  Objections are due Dec. 16.

                      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 an
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.


POINT BLANK: Investors Reach $37MM Deal to Fund Ch. 11 Plan
-----------------------------------------------------------
Law360 reported that the bankruptcy estate of military body armor
maker DHB Industries Inc., felled by a massive insider-trading
fraud, unveiled a settlement with victimized company investors
that hands them $37 million in disputed funds in exchange for
their financing a liquidation plan.

According to the report, the deal represents a compromise between
the debtor, now known as Point Blank Solutions Inc., and the
plaintiffs in pending securities and derivative actions connected
to the $190 million fraud, a dramatic multiyear tale of accounting
trickery and self-dealing that earned DHB founder David Brooks a
17-year prison sentence.

                       About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  Epiq Bankruptcy Solutions serves as claims
and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as
co-counsel.

In October 2011, the Debtors sold substantially all assets to
Point Blank Enterprises, Inc.  The lead debtor changed its name to
SS Body Armor I, Inc. following the sale.


PRESIDIO INC: S&P Puts 'B+' CCR on CreditWatch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B+'
corporate credit rating on Greenbelt, Md.-based Presidio Inc. on
CreditWatch with negative implications.

The 'B+' issue-level rating and '4' recovery rating on the
company's $650 million term loan due 2017 remain unchanged.  The
'4' recovery rating indicates S&P's expectation for average
recovery (30%-50%; the higher end of the range) in the event of a
payment default.  S&P expects that the company will refinance the
term loan as part of the acquisition.  S&P will withdraw the
ratings after the transaction closes.

"The CreditWatch placement follows Presidio's announcement that
Apollo Global Management LLC has agreed to acquire the company
from American Securities LLC," said Standard & Poor's credit
analyst Christian Frank.  "We believe this transaction could
result in Presidio's leverage increasing above 5x from 3.6x as of
Sept. 30, 2014, which would likely result in a downgrade."

The corporate credit rating on Presidio reflects the company's
leverage of 3.6x, its financial sponsor ownership, the fragmented
and competitive IT services industry in which it competes,
supplier concentration, and moderate scale.  Partly offsetting
these factors are Presidio's good competitive positions in its
service segments and its diverse customer base.

S&P will monitor developments related to the transaction and
resolve the CreditWatch placement when more information regarding
the new capital structure becomes available.  S&P could lower the
rating if the transaction results in leverage remaining above 5x.
If the transaction does not result in leverage over 5x, S&P will
review its expectations for Presidio's operating performance and
financial policy before resolving the CreditWatch placement.


PRIME TIME INT'L: Proposes $3.6MM DIP Financing From Buyer
----------------------------------------------------------
Prime Time International Company and its affiliated debtors are
asking the Bankruptcy Court for approval to incur postpetition
financing pursuant to the Court's sale order entered on Nov. 13,
2014.

The Debtors seek to implement the terms of the Asset Purchase
Agreement and obtain DIP financing and use proceeds to (a) pay its
existing secure lender and (b) continue their on-going operations
and maintain their going concern value.

On Nov. 10, the Debtors conducted an auction.  The Debtors
received offers from two bidders: Prime Time International
Acquisition LLC (the stalking horse), and one competing bidder.
Each bid contained a component to provide DIP financing to the
Debtors by December 15, 2014 pursuant to identical term sheets
attached to their submitted bids.  The Court's sale order approved
the APA submitted by the Stalking Horse, including the terms of
the proposed DIP Financing.

The salient terms of the DIP Financing are:

   * Borrowers:            Debtors

   * Lender:               Prime Time Int'l Acquisition, LLC or
                           its designee.

   * Credit Line:          Up to $3,600,000.

   * Use of Proceeds:      The Borrowers shall incur advances and
                           use the proceeds thereof solely as
                           follows: (a) upon entry of a final
                           order approving the DIP Facility, repay
                           in full the outstanding indebtedness to
                           J.P. Morgan Chase in the approximate
                           amount of $3,350,000; and (b) $400,000,
                           which shall be used first to pay
                           amounts outstanding and payable to
                           USDA.

   * Security:             The DIP Facility will be entitled to
                           superpriority administrative expense
                           claim status and will be secured by a
                           first priority perfected security
                           interest in the equity of each of the
                           Borrowers and in all of Borrowers'
                           assets, including all real and personal
                           property, whether now owned or
                           hereafter acquired, and, subject to
                           entry of a Final Order, any avoidance
                           actions of the Borrowers under Sections
                           544, 545, 547 through 551 and 553(b) of
                           the Bankruptcy Code.

   * Termination Date:     The earliest to occur of: (a) the sale
                           of assets in the Borrowers' Chapter 11
                           cases; or (b) June 15, 2015.

   * Interest Rates:       11.0%.

As part of the purchase price consideration, the Buyer is
providing the DIP Financing which allows the Debtors to reduce
current finance costs and allow them to operate on a more
normalized basis until closing.

                  About Prime Time International

Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco Distributing,
Inc., which distributes PTIC's products, and 21st Century Brands,
LLC, which distributes non-tobacco consumer products.

The Company was incorporated in 1993 under the laws of the State
of Arizona for the purpose of manufacturing and distributing a
wide variety of cigarettes and little cigars.

Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America.  The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.

Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014.

The Debtors have tapped Greenberg Traurig as attorneys, Odyssey
Capital Group, LLC, as financial advisors, and Schian Walker,
P.L.C., as conflicts counsel.

The Debtors disclosed $26.78 million in total assets and
$23.37 million in total liabilities as of Jan. 31, 2014.

No request has been made for the appointment of a trustee or an
examiner and none has been appointed in these cases.  No official
committee of unsecured creditors has been appointed in these
cases.


QUIZNOS: Chancery Won't Nix Ex-Execs' Indemnification Claims
------------------------------------------------------------
Law360 reported that a Delaware Chancery judge declined to toss
claims from former Quiznos executives looking to be indemnified by
the restaurant chain's non-debtor units from litigation related to
its bankruptcy, ruling that the Quiznos affiliates' reading of the
indemnification agreement may not be the only reasonable
interpretation.

According to the report, in a brief order denying Quiznos units
QCE Gift Card LLC, Quiz-Dia LLC and Quizmark LLC's motion to
dismiss, Vice Chancellor J. Travis Laster wrote that both sides'
interpretations of disputed language in an agreement that the
former executives argue should obligate the affiliates to protect
them against fraud claims from the restaurant chain's ex-equity
stakeholders are reasonable ways to read the contract.

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.


REICHHOLD HOLDINGS: Creditors Take Aim at $106MM DIP, Sale Plans
------------------------------------------------=---------------
Law360 reported that creditors of bankrupt Reichhold Inc. blasted
the chemical company's $106 million debtor-in-possession financing
package and its plan to set up senior secured noteholders as a
stalking horse bidder, saying they will drive away other suitors.

According to the report, the Official Committee of Unsecured
Creditors argued that Reichhold's final DIP and proposed bidding
procedures must be rejected unless changes are made to level the
playing field for third parties.  Both the loan and the sale
process "should not be approved unless significant modifications
are made to provide for a fair, transparent auction process for
the debtors' assets in order to make certain that a robust sales
process is accomplished and value is maximized for the debtors'
estates and all of their creditors," the report said, citing the
Committee.

                         About Reichhold

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

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

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

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

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

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

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

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

The cases are assigned to Judge Mary F. Walrath.

The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.  The Creditors' Committee retains Hahn &
Hessen LLP as lead counsel, Blank Rome LLP as co-counsel, and
Capstone Advisory Group, LLC and Capstone Valuation Services, LLC,
as financial advisor.

An Ad Hoc Committee of Asbestos Claimants also appears in the
case.  The Ad Hoc Committee consists of three plaintiff law firms,
Cooney & Conway, Gori Julian & Associates, P.C., and Simmons Hanly
Conroy LLC, each in their capacity as tort counsel for clients of
their firms who have asbestos-related personal injury or wrongful
death claims against the Debtors.  The Committee is represented by
Mark T. Hurford, Esq., at Campbell & Levine, LLC; and Caplin &
Drysdale, Chartered's James P. Wehner, Esq. and Jeffrey A.
Liesemer, Esq.


REDDY ICE: Moody's Lowers Corporate Family Rating to Caa1
---------------------------------------------------------
Moody's Investors Service downgraded Reddy Ice Corporation's
(Reddy Ice) Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) to Caa1 and Caa1-PD from B3 and B3-PD,
respectively. The outlook was also changed to negative from
stable. As a result of these rating actions, the company's senior
secured first lien bank credit facilities, including a $50 million
revolver and $225 million original principal term loan have been
downgraded to B3 from B1. The two notch downgrade of the first
lien facilities is a function of the Loss Given Default output,
which considers the loss absorption provided by the company's
unrated second lien notes.

The downgrade is primarily due to Moody's expectation that the
company's liquidity will be weak during the next twelve months,
largely because covenant cushion is thin and revolver availability
could be constrained during the company's peak working capital
periods (calendar first and second quarters) if cushion does not
improve. Reddy Ice would have breached its net leverage covenant
at September 30, 2014 if not for the use of a cure provision in
its credit agreement that allowed Reddy Holdings to make an equity
contribution to Reddy Ice that was applied directly to EBITDA for
covenant compliance purposes. The incremental EBITDA stemming from
the cure remains in the calculation through June 2015, but the
cure can only be made a maximum of two times in any four quarter
period (and no more than five times during the term of the
agreement). The negative outlook stems from uncertainty around
prospective compliance with its covenants going forward.

The following ratings have been downgraded:

Corporate Family Rating to Caa1 from B3

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

$50 million senior secured 1st lien revolving credit facility to
B3 (LGD3) from B1 (LGD 3)

$225 million senior secured 1st lien term loan to B3 (LGD3) from
B1 (LGD 3)

The outlook is negative

Ratings Rationale

Reddy Ice's Caa1 CFR reflects the company's weak liquidity
profile, high leverage, limited interest coverage, narrow product
focus, and high susceptibility to shifts in demand due to weather
and other factors. It also reflects the company's small absolute
scale relative to other rated consumer products companies. These
factors are partially offset by the company's solid market
position as one of the leaders in the packaged ice industry,
relatively large scale in its narrow sector, favorable geographic
footprint and barriers to entry created by its infrastructure.

The negative outlook reflects the uncertainty associated with
covenant compliance and the company's weak liquidity profile over
the next twelve months.

The ratings could be downgraded if the company fails to improve
profitability and leverage continues to rise. Also, if liquidity
deteriorates and the company breaches a financial covenant, the
ratings could be downgraded. The rating outlook could be changed
to stable if the company is able to remain in compliance with its
covenants and improve its covenant cushion during the next twelve
months. An upgrade, though unlikely at this time, could result
from Reddy Ice establishing a track record of successful
operations, as evidenced by increased scale, as well as growing
operating profits and margins. Consideration for an upgrade would
also require debt-to-EBITDA to be sustained below 6.5 times and/or
interest coverage (as measured by EBIT-to-interest) approaching 1
time.

The principal methodology used in these ratings was Global
Packaged Goods published in June 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.

Reddy Ice Holdings, Inc. ("Reddy Holdings"), through its wholly-
owned subsidiary, Reddy Ice Corporation ("Reddy Ice"), the
borrower, manufactures and distributes packaged ice products. The
company is understood to be one of the largest manufacturers of
packaged ice in the United States and serves a variety of customer
locations in 36 states and the District of Columbia. Typical
customers include supermarkets, mass merchants, and convenience
stores. Reddy Holdings is majority owned and controlled by PE firm
Centerbridge Partners. Revenues for the twelve months ended
September 30, 2014 were approximately $310 million.


REGIONALCARE HOSPITAL: Moody's Affirms Caa1 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook of
RegionalCare Hospital Partners, Inc. to positive from stable.
Moody's also affirmed RegionalCare's existing ratings, including
its Caa1 Corporate Family Rating and Caa1-PD Probability of
Default Rating.

Funded debt will increase by way of a $68 million incremental term
loan being added through the accordion feature in the company's
first lien credit agreement. Moody's understands that the proceeds
of the incremental term loan will be used to acquire a majority
stake in Community Medical Center (CMC) in Missoula, MT, which
will be operated as a joint venture with Billings Clinic. However,
the positive rating outlook reflects Moody's expectation that
leverage will continue to decline via the EBITDA-accretive
acquisition of CMC and continued improvement in the operating
results of existing facilities. Moody's also expects operating
improvements to strengthen the company's liquidity position, which
has benefited from improving cash flow and the accumulation of
excess cash.

The following ratings have been affirmed:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

Senior secured first lien revolving credit facility at B2 (LGD 3)

Senior secured first lien term loan at B2 (LGD 3)

Senior secured second lien term loan at Caa2 (LGD 5)

The rating outlook was changed to positive from stable.

Ratings Rationale

RegionalCare's Caa1 Corporate Family Rating reflects Moody's
expectation that the company will continue to operate with very
high financial leverage, modest free cash flow and weak interest
coverage. While Moody's believes the company will continue to
improve operations at its existing facilities, the company will
likely have to pursue acquisitions to increase scale. RegionalCare
remains relatively small compared to many other corporate issuers
and to other rated for-profit hospital operators. The rating,
therefore, reflects Moody's consideration of risks associated with
RegionalCare's small scale. These include the fact that
underperformance at only a few facilities can have a detrimental
effect on the company's operating results and credit metrics, as
well as the potential for disruption as the company integrates new
facilities and enters new markets.

Moody's could upgrade the ratings if improvements in the
operations of RegionalCare's facilities, cost savings at the
corporate level and the benefit of recently acquired operations
are expected to result in sustained lease adjusted debt/EBITDA
below 6.0 times. Additionally, RegionalCare would need to
demonstrate margin improvement as operational improvements are
implemented, and continued improvement in free cash flow.

If improvements in credit metrics fail to materialize, either
because of operational issues in specific markets or challenges in
the broader healthcare sector, including weak volume trends,
Moody's could downgrade the ratings. Moody's could also downgrade
the ratings if leverage increases for a large acquisition or
shareholder initiative. Finally, the ratings could be downgraded
if the company's liquidity position weakens or if Moody's expects
free cash flow to be negative for a sustained period.

The principal methodology used in these ratings was Global
Healthcare Service Providers 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.

RegionalCare operates eight regional medical centers in seven
states, excluding a hospital held for sale in Pennsylvania and pro
forma for the pending acquisition of CMC in Montana. The company
recognized revenue, after the provision for doubtful accounts, of
approximately $640 million for the twelve months ended September
30, 2014.


RESEARCH SOLUTIONS: To Issue 2 Million Shares Under Equity Plan
---------------------------------------------------------------
Research Solutions, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement to register
2,000,000 shares of common stock issuable under the Company's
2007 Equity Compensation Plan for a proposed maximum aggregate
offering price of $1.5 million.  A full-text copy of the Form S-8
prospectus is available at http://is.gd/O337fs

On Dec. 2, 2014, Peter Derycz, the Company's chief executive
officer, and Alan Urban, the Company's chief financial officer,
made a presentation of an overview of the Company's business.  A
copy of their presentation is available for free at:

                       http://is.gd/OTuQqC

                     About Research Solutions

Research Solutions, Inc. provides research information services
and software to research-intensive industries in the Life Sciences
and other fields.  The Encino, California-based Company delivers
copyrighted copies of published content, including articles from
published journals, to content users in hard copy or electronic
form.

As of Sept. 30, 2014, the Company had $6.49 million in total
assets, $5.70 million in total liabilities and $795,772 in total
stockholders' equity.

The Company reported a net loss of $1.87 million for the fiscal
year ended June 30, 2014, compared with net income of $191,922 for
the year ended June 30, 2013.


REVEL AC: Wants Exclusive Solicitation Pd. Extended Thru March 16
-----------------------------------------------------------------
Revel AC, Inc., and its debtor affiliates ask the Bankruptcy Court
et al.,   et al., to extend their exclusive period to solicit
acceptances of a chapter 11 plan or plans of reorganization
through and including March 16, 2015.

Absent an extension, the Debtors' Exclusive Solicitation Period
will end on December 16, 2014.

The Debtors believe that ample cause exists to support their
extension request.  The Debtors assert that the size and
complexity of their cases alone may constitute cause for the
extension request.

The Debtors relate that since filing the Plan, they have been
engaged in a lengthy and complicated sale process involving
various competing bids as well as disputes over tax liabilities
and the value of certain postpetition services, among other
issues.  After a long and difficult process, the Debtors have
secured the approval of and made significant progress toward
closing a sale of their assets with Brookfield US Holdings LLC.
The Brookfield Sale, however, has not closed yet.

The Debtors add that the winding down of their estates and the
proposed treatment and distribution on account of allowed claims
will require modifications to the Plan and are currently the
subject of negotiations between them, the DIP Lender and the
Official Committee of Unsecured Creditors.

Accordingly, the Debtors maintain that an extension of the
Exclusive Solicitation Period is now necessary to allow them to
negotiate, solicit and confirm the Plan.

                      About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.  The Chapter 11 cases
are assigned to Judge Gloria M. Burns.  Revel AC estimated assets
ranging from $500 million to $1 billion, and the same amount of
liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-
16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion.  Less than two months later on May 15,
2013, the 2013 Plan was confirmed and became effective on May 21,
2013.


ROSEVILLE SENIOR: CapitalSource Objects to Hiring of Consultant
---------------------------------------------------------------
CapitalSource Finance LLC -- the holder of first priority liens on
and security interests in the primary assets, including all cash
collateral, of debtor Roseville Senior Living Properties, LLC --
filed an objection to the Debtor's motion to employ Michael Edrei
and M-Capital Assets LLC as consultant.

CapitalSource Finance indicated that the Debtor's motion fails to
comply with Rule 2014 of the Federal Rules of Bankruptcy
Procedure.

CapitalSource Finance requested the ability to propound discovery
on the Debtor, Meecorp, Edrei, M-Capital, Meecorp Group, LLC and
their affiliates in connection with this contested matter in order
to determine, among other things, the relationship and affiliation
between those individuals and entities.

As reported in the Troubled Company Reporter, Roseville Senior
Living Properties LLC asked the Hon. Donald H. Steckroth of the
U.S. Bankruptcy Court for the District of New Jersey for
permission to employ M-Capital Assets LLC as its consultant.

The firm will:

  a) report to Meecorp Capital Markets LLC, the managing member
     of the Debtor, as desired and directed by the Roseville
     Manager;

  b) attend hearings in the Court and in California, testifying
     and filing affidavits or declarations as to matters covered
     by the engagement letter, and providing other such other
     support Debtor request, in connection with the Debtor's
     Chapter 11 an potentially its plan of reorganization or
     liquidations;

  c) provide advice to the Debtor, instructing and effecting a
     financing identifying potential financing companies,
     identifying sources of capital and, at the Debtor's request,
     contacting and soliciting lenders;

  d) assist and gather evidence, facilitating the due-diligence
     process, and negotiating any proposed sale or financing of
     the Debtor's facility;

  e) provide advice to the Debtor, instruction, evaluating and
     effecting financing or sale of the Debtor's assets as par of
     the plan of reorganization if appropriate;

  f) assist in the due-diligence process and negotiate the terms
     of any borrowing by the Debtor to fund a plan of
     reorganization;

  g) attend hearings in the Court and in the California
     litigation, testifying or filing affidavits or declaration
     and provide such other support as the Debtor requests in
     connection with the Chapter 11 proceeding and potentially a
     plan of reorganization including work in the California
     litigation;

  h) assist in finance issues, including assisted in preparation
     of the reports as required by the Debtor, the secured
     creditor, the Court, and the United States Trustee; and

  i) provide other activities approved by the Roseville Manger.

The firm's professionals' hourly rates:

     Professional           Position         Hourly Rate
     ------------           --------         -----------
     Michael Edrei          Principal        $550
     Other professionals                     $125-$550
      Assistants

CapitalSource Finance is represented by:

       Brian W. Hofmeister, Esq.
       MCDONNELL CROWLEY HOFMEISTER, LLC
       691 State Highway 33
       Trenton, NJ 08619
       Tel: (609) 890-1500
       Fax: (609) 890-6961
       E-mail: bhofmeister@MCHfirm.com

M-Capital can be reached at:

       Michael Edrei
       MEECORP CAPITAL MARKETS
       2050 Center Avenue, Ste. 640
       Fort Lee, NJ 07024
       Tel: 201-944-9330
       Fax: 201-944-9332
       E-mail: michael_edrei@meecorp.com

                  About Roseville Senior Living

Roseville Senior Living Properties, LLC, owns and operates a
senior assisted living housing facility in Roseville, California.
It filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No.
13-31198) on Sept. 27, 2013, in Newark.  Judge Donald H. Steckroth
presides over the case.  Walter J. Greenhalgh, Esq., at Duane
Morris, LLP, represents Roseville Senior Living Properties as
counsel.  Friedman LLP serves as the Debtor's accountant.

Roseville Senior Living Properties estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
In its schedules filed with the Bankruptcy Court, the Debtor
indicated total assets and total debts as "Unknown", a copy of
which is available for free at:

       http://bankrupt.com/misc/rosevillesenior.doc54.pdf

The petition was signed by Michael Edrei, managing director,
Meecorp Capital Markets, Inc.

The United States Trustee for Region 3 appointed Joseph Rodrigues,
State Long Term Care Ombudsman, California Department of Aging, as
the Patient Care Ombudsman in the Debtor's case.


RP CROWN: Moody's Affirms B3 Corp. Family Rating; Outlook Neg.
--------------------------------------------------------------
Moody's Investors Service lowered RP Crown Parent, LLC's ratings
outlook to negative from stable and affirmed the company's
existing ratings, including its B3 corporate family rating (CFR),
B3-PD probability of default rating, and the B2 and Caa2 ratings
for the company's first and second lien credit facilities,
respectively. RP Crown is the parent company of JDA Software
Group, Inc. (JDA) and RedPrairie Corporation (RedPrairie) that was
formed in a leveraged buyout transaction in December 2012.

Ratings Rationale

The B3 CFR reflects RP Crown's weak financial profile resulting
from declining revenues and continued underperformance relative to
Moody's expectations. Moody's expects revenues to stabilize in the
near term driven by gradual improvements in sales productivity and
new alliances with other Supply Chain Management (SCM) software
vendors. Moody's currently anticipates inflection in year-over-
year revenue growth during the latter half of 2015, with modestly
positive to break even free cash flow over the next 12 months.
However, total debt to EBITDA (reflecting synergies recognized in
financial statements) will likely exceed 10x over this period.
Although the company has mitigated the impact of material
underperformance in revenues by achieving significant cost
synergies, Moody's believes that the company will likely require
reinvesting some of the cost savings in building sales and product
capabilities.

RP Crown is addressing its weak sales performance by strengthening
its sales organization and improving sales execution under new
leadership. Although the company's legacy products in the supply
chain planning, transportation and warehouse management segments
of the SCM software market continue to be well-regarded, its
execution risk is heightened amid integration challenges, strong
competition in the SCM software market and a shift in spending by
enterprise customers on SCM software that supports e-commerce
enablement and multi-channel order and distribution capabilities
where the company did not have a strong suit of products.

The B3 CFR is supported by RP Crown's good software maintenance
revenue base with high revenue retention rates (94% in the YTD 3Q
2014 period), its good operating scale in the SCM software market,
and leading market position in the supply chain planning,
transportation and warehouse management segments of the SCM
software market.

The negative outlook reflects very high leverage combined with
ongoing execution risks related to the company's strategy to
stabilize and grow its sales base. If RP Crown's software sales do
not rebound over the next 3 to 4 quarters, its financial leverage
could become unsustainable and liquidity could erode
significantly.

Moody's views RP Crown's liquidity as adequate, primarily
consisting of its $79 million of cash balances and access to funds
under the $100 million revolving credit facility.

RP Crown's ratings could be downgraded if liquidity erodes,
anticipated stabilization in revenues and revenue growth do not
materialize, or free cash flow remains negative. Moody's could
stabilize the outlook if revenues increase and free cash flow
stabilizes at the low single digit percentages of total debt with
at least adequate liquidity. Although not anticipated in the near
term, Moody's could raise RP Crown's ratings if Moody's believes
that the company could sustain revenue growth of 3% to 5%, free
cash flow of about 5% of total debt and total debt to EBITDA
(Moody's adjusted) below 6.5x.

The following ratings were affirmed:

Issuer: RP Crown Parent, LLC

Corporate Family Rating -- B3

Probability of Default Rating -- B3-PD

$100 million Senior Secured First Lien Revolving Credit Facility
due 2017 -- B2, LGD3

$1,478 million (outstanding) Senior Secured First Lien Term Loan
due 2018 -- B2, LGD3

$650 million Senior Secured Second Lien Term Loan due 2019 --
Caa2, LGD5

Outlook actions:

Issuer: RP Crown Parent, LLC

Outlook -- Changed to Negative, from Stable

RP Crown, an indirect subsidiary of RedPrairie Holding, Inc., is a
vendor of supply chain management software and services under the
JDA Software brand. Private equity firm New Mountain Capital owns
a majority equity interest in RedPrairie Holdings, Inc.

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


SAGE PRODUCTS: Moody's Affirms B2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Sage Products Holdings III,
LLC's ratings, including its B2 Corporate Family Rating after the
company's announcement of a proposed add-on issuance of $380
million incremental term loans for a dividend distribution to its
sponsors. Despite the initial significant re-leveraging as a
result of the recapitalization, the current ratings are supported
by Sage's solid operating performance and Moody's expectation of
quick deleveraging. The rating outlook remains stable.

Sage is seeking to raise an incremental $315 million first lien
term loan and $65 million second lien term loan. The proceeds will
be used to fund a shareholder dividend and pay fees and expenses.

Moody's views the dividend recap as aggressive since the
incremental debt will significantly increase Sage's financial
leverage to above 6.5x debt/EBITDA from approximately 4.0x as of
September 30, 2014. However, Moody's also expects that Sage will
likely reduce its leverage rapidly over the next 12-18 months as
the company continues to achieve EBITDA growth in the high single
to low double digits range and generates ample free cash flow that
will be partially directed toward debt repayment. "We believe
EBITDA growth will benefit from new account acquisitions,
continued further penetration of newer product categories and
increased hospital adoption of its products," commented Moody's
senior analyst, John Zhao, a Vice President. Further, adjusted
EBITDA margin should be sustained north of 30%, driven by
favorable product mix due to higher growth of high-margin product
categories, as well as Sage's continued focus on operating
efficiencies.

The following ratings were affirmed, LGD point of estimates
revised:

Corporate Family Rating -- B2

Probability of Default Rating - B2-PD

Senior secured first lien revolver -- B1, LGD3

Senior secured first lien term loan -- B1, LGD3

Senior secured second lien term loan -- Caa1, LGD5

Ratings Rationale

Sage's B2 Corporate Family Rating is constrained primarily by the
company's small size and limited product, geographic and customer
diversity. The rating also reflects high financial leverage due to
the proposed dividend recap, although the company has demonstrated
its ability and willingness to bring leverage down over the last
twelve months. While Sage has a good track record of product
growth and innovation, hospital customers' desire to reduce costs
and entry of lower-cost competition may lead to pricing pressure
or product substitution. The rating also incorporates regulatory
risk associated with Sage's products and manufacturing process
which are subject to government scrutiny including the FDA.

The rating is supported by Sage's leadership in its niche markets,
focused on preventing hospital acquired conditions (HACs). Moody's
believe Sage will benefit from increased regulatory emphasis on
the prevention of HACs, which will increase demand for the
company's products. The rating also reflects Moody's expectation
that Sage will maintain strong profit margins, generate consistent
positive free cash flow, and maintain a good liquidity profile.

The stable outlook assumes continued growth in Sage's products
such that the company sustains solid positive free cash flow.

The principal methodology used in this rating was the Global
Medical Product and Device 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.

Sage Products Holdings III, LLC, headquartered in Cary, IL,
manufactures disposable medical supplies that are used to prevent
hospital acquired conditions, including ventilator-associated
pneumonia (VAP), surgical site infections (SSI), and catheter-
associated urinary tract infections (CAUTI). The company sells its
disposable products primarily to US hospitals and long term care
facilities. Sage has been privately held by Madison Dearborn
Partners since 2012. For the twelve months ended September 30,
2014, Sage generated sales of approximately $371 million.


SAGE PRODUCTS: S&P Cuts Rating on 1st Lien Debt Rating to B
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Sage Products Holdings LLC.

At the same time, S&P revised its recovery rating on the company's
increased $649 million first-lien credit facility (including an
undrawn $60 million revolving credit line) to '3' from '2' and
lowered the issue-level rating to 'B' from 'B+'.  The '3' recovery
rating reflects S&P's expectation for meaningful (50% to 70%)
recovery in the event of a payment default.

S&P also affirmed a 'CCC+' issue-level rating with a '6' recovery
rating on the company's increased $265 million second-lien credit
facility.  The '6' recovery rating reflects S&P's expectation for
negligible (0% to 10%) recovery in the event of a payment default.

"The rating reflects our expectation that Sage will sustain its
leverage above 5x over the next few years and will remain a
relatively small, narrowly focused provider of medical products,
despite its leading position within its niche market space," said
Standard & Poor's credit analyst Maryna Kandrukhin.

S&P's assessment of Sage's financial risk profile is predicated on
S&P's expectation that its debt-to-EBITDA ratio is likely to
remain above 5x over the next 12 months.  While S&P projects the
company will continue to generate healthy levels of annual
discretionary cash flow, S&P views Sage's financial risk profile
as "highly leveraged" because it expects the financial sponsor to
use internally generated cash for shareholder-friendly actions
rather than for permanent debt reduction.

S&P's assessment of Sage's business risk profile reflects the
company's limited size, narrow focus on medical products that help
prevent hospital-acquired conditions, limited barriers to entry,
and the highly competitive nature of the medical product industry.
High customer concentration and reliance on one manufacturing
facility, which might test the company's ability to manage
unforeseen operational setbacks, are also important factors in
S&P's assessment.  These weaknesses are only partially offset by
the company's leading market position across all of its niche
product lines and a diversified product mix.  Overall, S&P views
Sage's business risk as "weak".

The stable outlook reflects S&P's expectation that, despite
increasing EBITDA and positive cash flow generation, Sage's
adjusted debt leverage will remain above 5x over the next 12
months, consistent with a "highly leveraged" financial risk
profile.

S&P could lower the rating upon the emergence of rival product
offerings threatening Sage's competitive position.  Such a
scenario could encompass a double-digit revenue decline coupled
with a 700-basis-point (bp) EBITDA margin contraction resulting in
negative discretionary cash flow.

S&P could consider an upgrade if it become confident that Sage is
committed to reducing debt and sustaining leverage below 5x.
Given the company's most recent decision to raise additional debt
to fund a dividend distribution, S&P views an upgrade as unlikely
over the next year.


SCRUB ISLAND: FirstBank PR Opposes Bid to Disallow No Vote
----------------------------------------------------------
FirstBank Puerto Rico, prepetition secured lender to debtors Scrub
Island Development Group Limited, et al., objected to the Debtors'
motion for entry of an order designating the vote of FirstBank
Puerto Rico to reject their Plan of Reorganization.

The Debtors' designation motion requested that the Court enter an
order disallowing or designating FirstBank's Class 2 vote to
reject the Plan.

FirstBank asserted that the motion must be denied because the
Debtors have failed to meet their heavy burden of demonstrating
vote-specific or plan-specific conduct of FirstBank that warrants
resort to the equitable remedy of designation under Section
1126(3) of the Bankruptcy Code.

As reported in the TCR on Nov. 11, 2014, the Debtors sought
approval of its proposed plan to exit Chapter 11 protection.
In its motion, the company asked U.S. Bankruptcy Judge Michael
Williamson to approve its restructuring plan despite FirstBank
Puerto Rico's vote rejecting the plan.

FirstBank, which holds more than $63.8 million secured claim, is
the only voting creditor that did not accept the restructuring
plan.  Meanwhile, the plan was accepted by unsecured creditors
which, together, hold more than $19.56 million in claims, a ballot
report filed by Scrub Island shows.

Daniel Fogarty, Esq., at Stichter, Riedel, Blain & Prosser P.A.,
in Tampa, Florida, said the treatment of First Bank's secured
claim under the plan is "fair and equitable."

"The plan provides for the retention by FirstBank of its liens to
the extent of its allowed claims and provides that it will receive
both the present value of its secured claim and payments equaling
the amount of its allowed claims," Mr. Fogarty said.

The plan also provides for FirstBank to receive the equivalent of
its lien, according to Scrub Island's lawyer.

In a separate filing, Scrub Island asked Judge Williamson to
either disallow or designate the bank's vote.  The company argued
FirstBank doesn't have an allowed claim by virtue of the complaint
it brought against the bank, and that the Puerto Rican bank voted
to reject the plan in bad faith.

Scrub Island on June 24 filed the complaint, seeking to disallow
the bank's claims and to transfer any liens securing its claims to
the company's estate.

                FirstBank, US Trustee Oppose Plan

In a court filing, FirstBank said the proposed plan cannot be
confirmed because it deprives the bank of its pre-bankruptcy lien.

FirstBank questioned Scrub Island's proposal to allocate 50% of
the proceeds of sale of real estate on which the bank has a first
priority lien to RCB Equities #1, LLC, the company funding the
plan.

The restructuring plan also drew flak from the U.S. Trustee, the
Justice Department's bankruptcy watchdog.  The agency said the
plan contains "broad non-debtor third-party release and
exculpation provisions," which are prohibited by the Bankruptcy
Code.

                       About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.


SENECA GAMING: S&P Withdraws 'BB' Issuer Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including the 'BB' issuer credit rating, on Seneca Gaming Corp. at
the issuer's request.

"The withdrawal follows the complete repayment of Seneca's term
loan ($52.5 million was outstanding as of June 30, 2014) due 2015
and its $325 million senior notes due 2018," said Standard &
Poor's credit analyst Ariel Silverberg.

Seneca called the notes and redeemed them on Dec. 2, 2014, with
proceeds from a new credit facility that S&P will not rate.


SHOTWELL LANDFILL: Wants Adequate Protection Payments to LSCG
-------------------------------------------------------------
Shotwell Landfill, Inc., and its affiliated debtors move for
approval from the Bankruptcy Court of adequate protection payments
LSCG Fund 18, LLC.

LSCG claims that the Debtors and related entities executed several
promissory notes to Branch Banking and Trust Company.  On Aug. 19,
2013, BB&T and LSCG entered into a Note Purchase and Sale
Agreement whereby LSCG purchased the above-described promissory
notes from BB&T.  The Loan Sale closed on Aug. 19, 2013.

Pursuant to a Settlement Term Sheet, the parties agreed to
adequate protection payments to LSCG, to be applied to interest on
its allowed secured claim, in the amount of $2,250 per day
commencing November 11, 2014, and continuing through the earlier
to occur of confirmation of the Debtors' Amended Chapter 11 Plan
or the date on which the Bankruptcy Court declines to confirm the
Plan.  The Debtors propose to make such payment monthly, with the
first such payment to be made on Dec. 1, 2014.

                      About Shotwell Landfill

Raleigh, North Carolina-based Shotwell Landfill, Inc., and its
affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.C.
Lead Case No. 13-02590) in Wilson on April 19, 2013.

Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y.
Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C.,
serve as the Debtors' counsel.  William W. Pollock, Esq., at
Ragsdale Liggett PLLC, in Raleigh, N.C., is the special counsel.

Shotwell Landfill appointed Doug Gurkins as restructuring officer.

Shotwell, in its amended schedules, disclosed $23,235,236 in
assets and $10,049,020 in liabilities.

                           *     *     *

Judge Stephani W. Humrickhouse has terminated the exclusivity
period within which the affiliate debtors of Shotwell Landfill
Inc., may file a chapter 11 plan and disclosure statement.  On
August 25, 2014, secured creditor LSCG Fund 18, LLC, filed with
the Bankruptcy Court a Second Amended Consolidated Chapter 11 Plan
of Liquidation for Shotwell Landfill et al.  The Plan states that
the Debtors' creditors are best served if the landfill located at
4724 Smithfield Road, Wendell, North Carolina 27591, and all of
the Debtors' property are managed, marketed, and liquidated.
Within six months of the confirmation date (or at a later time as
a liquidation trustee will determine only after consultation and
approval by LSCG and the Unsecured Creditors' Committee), the
Liquidation Trustee will conduct an auction of the property,
including the Landfill.


SKYLINE MANOR: Menomonee Health Buys Retirement Home for $13MM
--------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Skyline Manor Inc., a retirement facility in
Omaha, Nebraska, will be purchased by Menomonee Health Holdings
LLC for $13 million, under a settlement among the Chapter 11
trustee, the Official Committee of Unsecured Creditors, and
secured lender Oxford Finance LLC owed $12.8 million.

According to the report, the settlement calls for Oxford to set
aside $200,000 for unsecured creditors and another $558,000 to
cover costs of the Chapter 11 effort.

                       About Skyline Manor

Skyline Manor Inc. is a Nebraska non-profit corporation that
operates a 199-unit continuing care retirement community and a 140
unit independent living facility in Omaha.  Skyline Manor filed a
Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 14-80934)
on May 8, 2014.  The petition was signed by John W. Bartle as
chief restructuring officer.  Judge Thomas L. Saladino presides
over the case.

The Debtor disclosed $19,892,926 in assets and $13,732,877 in
liabilities as of the Chapter 11 filing.

Mr. Ross has been appointed as the Chapter 11 trustee for Skyline
Manor.


SPENDSMART NETWORKS: Files Financial Statements of TechXpress
-------------------------------------------------------------
SpendSmart Networks, on Sept. 18, 2014, closed on its acquisition
of substantially all of the web related assets of TechXpress, Inc.

On Dec. 2, 2014, the Company amended the Form 8-K to include
TechXpress' unaudited interim consolidated financial statements
for the six month period ended June 30, 2014, the audited
consolidated financial statements for the year ended Dec. 31,
2013, and the unaudited pro forma consolidated financial
information related to our TechXpress acquisition required by
Items 9.01(a) and 9.01(b) of Form 8-K.

TechXpress reported net income of $103,521 on $741,855 of net
revenue for the six months ended June 30, 2014, compared to net
income of $103,132 on $831,994 of net revenue for the same period
last year.

As of June 30, 2014, TechXpress had $170,108 in total assets,
$1.70 million in total liabilities and a $1.53 million total
stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                         http://is.gd/XA7Mv4

                      About SpendSmart Networks

SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues.  These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems.  We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets.  The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.

For the 12 months ended Sept. 30, 2013, the Company reported a net
loss and comprehensive loss of $12.58 million on $1.02 million of
revenues compared with a net loss and comprehensive loss of $21.09
million on $1 million of revenues for the same period in 2012.

As of Sept. 30, 2014, the Company had $12.02 million in total
assets, $1.92 million in total liabilities and $10.10 million in
total stockholders' equity.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated statements for the year ended
Dec. 31, 2013.  The independent auditors noted that the Company
has incurred net losses since inception and has an accumulated
deficit at Dec. 31, 2013.  These factors among others raise
substantial doubt about the ability of the Company to continue as
a going concern.


TENNECO INC: Moody's Rates New $225MM Sr. Unsecured Notes 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 to Tenneco Inc.'s new
$225 million of senior unsecured notes due 2024. In a related
action, Moody's affirmed Tenneco's Ba2 Corporate Family Rating,
Ba2-PD Probability of Default Rating, and Ba3 rating of the
company's $500 million senior unsecured notes due 2020. The Baa2
ratings on the existing senior secured credit facilities are
unaffected. The proceeds from the new note offering will be used
to fund the previously announced tender offer of Tenneco's
existing senior notes due 2018. The Speculative Grade Liquidity
Rating was affirmed at SGL-2. The rating outlook remains stable.

Ratings assigned:

Tenneco Inc.

  Senior unsecured notes due 2024, Ba3 (LGD4)

Ratings affirmed:

Tenneco Inc.

  Corporate Family Rating, Ba2

  Probability of Default Rating, Ba2-PD

  Senior unsecured notes due 2020, Ba3 (LGD4)

  Speculative Grade Liquidity Rating, SGL-2

Ratings on the senior notes due 2018 a will be withdrawn at the
closing of the refinancing transaction.

Ratings Rationale

Tenneco's Ba2 Corporate Family Rating (CFR) incorporates Moody's
belief that continued growth in the company's Clean Air division
(about 59% of YTD September 2014 value-add revenues) and sustained
improvement in profitability are supportive of the assigned rating
over the intermediate-term. Growth in the Clean Air segment is
primarily being driven by North America and the Asia Pacific
regions with more modest growth in Europe and softness in South
America. A key fundamental driver of growth in this segment is the
increase in emission control regulations globally. As a result of
these regulations, Moody's expect higher penetration of the
company's clean air products resulting in growth that is in excess
of general commercial vehicle and automotive industry growth. In
addition, the company's ride control business is experiencing
improved profitability following prior restructuring actions and
reductions in current restructuring expenses. For the LTM period
ending September 30, 2014, EBITA/interest was 5.3x and Debt/EBITDA
was 2.6x, both figures that Moody's expect to improve over the
next 12-18 months. Since the company tends generate its highest
levels of cash from operations during the final quarter, Moody's
expect 2014 year-end leverage to be modestly lower and to reach
about 2.2x over the intermediate-term.

The stable rating outlook incorporates Moody's expectation that
Tenneco's credit metrics will continue to strengthen over the
intermediate-term supported by greater penetration of clean air
products and realized benefits from prior restructuring actions in
addition to expected interest expense savings from the realized
refinancing transaction. Free cash flow generation is expected to
support the assigned rating over the intermediate-term.

Tenneco's SGL-2 Speculative Grade Liquidity rating reflects the
expectation of a good liquidity profile over the near-term
supported by the company's cash balances, revolving credit
availability, and free cash flow generation. As of September 30,
2014, the company maintained cash and cash equivalents of $275
million. The $850 million senior secured revolving credit facility
matures in 2017 and supports operating flexibility. Tenneco is
anticipated to generate positive free cash flow over the near-term
even with higher levels of working capital and capital
expenditures required to support the company's clean air division.
Tenneco also relies in part on accounts receivable securitization
as a source of financing. If the company is unable to extend these
securitizations, additional borrowings under the revolving credit
facility may be required to meet liquidity needs. The credit
facility contains two financial covenants including a maximum net
leverage ratio and a minimum interest coverage ratio. Moody's
expect the company to maintain a good cushion to these covenants
over the next 12-18 months.

Future events that could drive Tenneco's ratings higher include
continued growth in the company's clean air division supporting
stronger profitability and cash flow resulting in consistent debt
reduction on a fiscal year-end basis. Consideration for a higher
rating or outlook could arise if these factors, in Moody's view,
could lead to EBITA/Interest being sustained at over 5.5x and
Debt/EBITDA sustained below 2x.

Future events that could drive Tenneco's outlook or ratings lower
include declines in global automotive or commercial vehicle
production or loss of momentum in the company's clean air product
penetration resulting in weakening credit metrics or liquidity.
Consideration for a lower rating could arise if these factors were
to lead to expected fiscal year-end Debt/EBITDA approaching 3.5x
or EBITA/Interest coverage at 3.5x times.

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.

Tenneco, headquartered in Lake Forest, Illinois, is a leading
manufacturer of automotive emissions control (approximately 59% of
YTD September 2014 value-add revenues) and ride performance
(approximately 41%) products and systems for both the worldwide
original equipment market and aftermarket. Leading brands include
Monroe, Rancho, Clevite, and Fric Rot ride control products and
Walker, Fonos, and Gillet emission control products. Revenue
through the LTM period ending September 30, 2014 was $8.4 billion.


TENNECO INC: S&P Assigns 'BB' Rating on $225MM Notes Due 2024
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' issue-level
rating and '1' recovery rating, to Lake Forest, Ill.-based Tenneco
Inc.'s proposed revolving credit facility and term loan.  The
ratings are based on our estimate of the size of the new secured
debt.  The '1' recovery rating indicates S&P's expectation that
lenders will receive a very high recovery (90%-100%) in the event
of a default.  S&P also assigned the 'BB' issue-level rating and
'5' recovery rating to the company's proposed $225 million senior
unsecured notes due in 2024.  The '5' recovery rating indicates
S&P's expectation that lenders will receive a modest recovery
(10%-30%) in the event of a default.

The company plans to use the borrowings under the credit facility
and the net proceeds of the notes offering to refinance its
existing senior secured credit facilities, which include a $850
million revolving credit facility due 2017 and a $213 million term
loan A due 2017, and repay the existing notes due 2018.  The
refinancing replaces existing debt with new debt and therefore
does not affect the company's financial credit metrics or alter
our expectations for the ratings.

Tenneco's ratio of debt to EBITDA for the 12 months ended
Sept. 30, 2014, was 1.8x and the ratio of free operating cash flow
to debt was over 10%.  Even with the issuance of notes in 2014 and
draw-down of the term loan in 2015, S&P expects leverage to remain
significantly below 2x and the ratio of free operating cash flow
to debt to stay above 10%.

The new revolver and term loan are guaranteed by each material
domestic subsidiary and are secured by substantially all of the
assets of the borrower, subject to a 65% limitation on the capital
stock of each of the borrower's direct and indirect first-tier
foreign subsidiaries.

The notes are senior unsecured obligations that each material
domestic subsidiary guarantees on an unsecured basis.  In right of
payment, the notes are subordinated to the company's existing and
future secured debt and equal to all existing and future senior
unsecured debt.

The 'BB+' corporate credit rating and stable outlook on Tenneco
reflect its "intermediate" financial risk profile and its "fair"
business risk profile, reflecting the highly cyclical light-
vehicle and commercial-vehicle markets in which it competes.

RATINGS LIST

Tenneco Inc.
Corporate credit rating                   BB+/Stable/--

New Ratings

Tenneco Inc.

Senior secured
  Revolver                                 BBB
    Recovery rating                        1
  Term loan                                BBB
    Recovery rating                        1
Senior unsecured
  $225 mil. notes due 2024                 BB
    Recovery rating                        5


TEXOMA PEANUT: Court Approves Dec. 15 Auction for Assets
--------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Bankruptcy Court in Okmulgee,
Oklahoma, approved the procedures governing the sale of Texoma
Peanut Co., and scheduled a Dec. 15 auction to be followed by a
Dec. 17 sale hearing.

                        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.


TEXOMA PEANUT: Hires Lakeshore Food as Sale Advisor
---------------------------------------------------
Texoma Peanut Company and its debtor-affiliates ask for
authorization from the U.S. Bankruptcy Court for the Eastern
District of Oklahoma to employ Lakeshore Food Advisors, LLC as
sale advisor for the Debtors.

The Debtors require Lakeshore Food to:

   (a) assist and advise the Debtors in developing a strategy for
       accomplishing the sale of the Debtors' peanut processing
       business and related operations;

   (b) advise the Debtors in developing a list of prospective
       Buyers after considering the qualitative and quantitative
       characteristics of such parties and evaluating each such
       party against the strategic and financial objectives of the
       Debtors;

   (c) assist the Debtors in preparing an information packet for
       distribution to prospective Buyers;

   (d) contact prospective Buyers;

   (e) provide the Debtors with written progress reports
       regarding the status of the Transaction;

   (f) facilitate and respond to questions raised by prospective
       Buyers;

   (g) assist the Debtors in reviewing, preparing and presenting
       information and attend meetings and conference calls with
       prospective Buyers;

   (h) coordinate and supervise due diligence by prospective
       Buyers;

   (i) assist the Debtors in evaluating proposals from
       prospective Buyers;

   (j) assist the Debtors in reviewing, structuring, negotiating,
       and executing all Transaction related agreements with
       prospective Buyers; and

   (k) assist the Debtors in closing the Transaction.

The Debtors will compensate Lakeshore Food in accordance with the
terms and conditions and at the times set forth in the Services
Agreement, which provides in relevant part for the following
compensation structure ("Fee Structure"):

   -- The Debtors paid Lakeshore a non-refundable fee of
      $125,000 upon execution of the Services Agreement.  This
      amount was exhausted prior to the filing of these chapter 11
      cases;

   -- The Debtors have agreed to pay Lakeshore a Success Fee
      according to the terms set forth in the Services Agreement;

   -- The Debtors have agreed to pay Lakeshore a DIP Success Fee
      in the event Lakeshore provides DIP Financing Services in
      connection with these chapter 11 cases according to the
      terms set forth in the Services Agreement; and

   -- The Debtors have agreed to pay Lakeshore a Tail Fee
      according to the terms set forth in the Services Agreement.

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

Mary L. Burke, partner of Lakeshore Food, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Lakeshore Food can be reached at:

       Mary L. Burke
       LAKESHORE FOOD ADVISORS, LLC
       20th North Wacker Drive, Suite 1701
       Chicago, IL 60606
       Tel: (312) 348-7080
       Fax: (312) 376-1585

                        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 intend to consummate the sale
on or prior to Dec. 31, 2014.


THELEN LLP: Partners at Failing Firms Could Be Working for Free
---------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. Bankruptcy Judge Allan L. Gropper in New
York ruled in the liquidation of law firm Thelen LLP that partners
at law firms that go out of business risk working for free if
there's no net income and they must cough up anything they receive
in excess of their share of net income.

According to the report, Judge Gropper explained Thelen's three
categories of partners: equity partners entitled only to share net
income, equity partners with guaranteed income, and income
partners with fixed salaries.  His opinion dealt with nine equity
partners only entitled to share net income, the report related.

Judge Gropper's opinion is Geron v. Fontana (In re Thelen LLP),
11-ap-02648, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                        About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bi-coastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


TRAVELPORT WORLDWIDE: Appoints Chief Information Officer
--------------------------------------------------------
Travelport appointed Matt Minetola as its new chief information
officer.  Minetola, who takes on responsibility for leading
Travelport's Technology organization with immediate effect, brings
more than 27 years of global experience of large scale technology
leadership gained in both the hardware, software and banking
industries.  Most recently, he was CIO for HP Financial Services.

Gordon Wilson, president and CEO for Travelport, said: "Matt joins
Travelport in a key role for our business at an important stage in
our growth as a company.  Our Travel Commerce Platform is by
definition a technology-led offering where we are breaking new
ground in the delivery of exciting innovations in airline
merchandising, hotel distribution, corporate travel management
systems and B2B payments.  Matt's experience and expertise of
driving change, managing scale and complexity across both
applications development and infrastructure gained in very
relevant industries to our own make him a great addition to our
team."

Matt Minetola added: "It is not often that the opportunity comes
along to join a leading business, like Travelport, which has
already commenced fundamental improvements within its industry.
With the creation of the Travel Commerce Platform, Travelport has
already begun to change the way travel products are distributed,
sold, and paid for on a global basis.  I look forward to building
on that foundation and applying my experience across the entire
breadth of the Travelport team, such that we realize the full
growth potential of the business over the coming years."

During a 14-year tenure at HP, Minetola served in a variety of IT
leadership roles.  Prior to his most recent position, he spent
three years leading the technology organization for HP's print
business which produced and supported all enterprise and consumer
print products and consumables through direct, channel, and retail
outlets.  Minetola also held senior technology-centric positions
with Compaq, prior to its acquisition by HP, and First
USA/BankOne, where he served as senior vice president of
information services and as chief technology officer and acting
CIO of Wingspanbank.com.

                      About Travelport Worldwide

Travelport Worldwide Limited is a travel commerce platform
providing distribution, technology, payment and other solutions
for the global travel and tourism industry.

The Company's balance sheet at Sept. 30, 2014, showed $2.99
billion in total assets, $3.20 billion in total liabilities and a
$210 million total deficit.

                           *     *     *

As reported by the TCR on Sept. 8, 2014, Standard & Poor's Ratings
Services raised to 'B-' from 'CCC+' its long-term corporate credit
ratings on U.K.-based travel services provider Travelport
Worldwide Limited and its new wholly owned financing entity,
Travelport Finance (Luxembourg) S.a.r.l. (Travelport Finance).
The outlook is stable.


VARIANT HOLDING: Has Until April 27 to File Plan
------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended Variant Holding Company, LLC's
exclusive plan filing period until April 27, 2015, and its
exclusive solicitation period until June 26, 2015.

The Debtor has stated that it requires additional time to propose
a plan because any plan in its Chapter 11 case will be based on
value to be derived from the Debtor's subsidiary assets.  The
Debtor said it is currently in the process of marketing its assets
for sale.  Once value is realized from the Debtor's subsidiaries,
the Debtor said it will be in a position to propose a plan.

                      About Variant Holding

Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.


VILLAGE HOTEL: Lake Las Vegas Ex-Owners Settle Suit for $115MM
--------------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, citing
confidential settlements, reported that billionaire brothers Sid
and Lee Bass and other former owners of Lake Las Vegas paid $115
million to quietly settle a long-running lawsuit tied to the
luxurious golf community and resort's collapse into bankruptcy in
2008.

According to the report, the lawsuit was brought by Larry Lattig,
a court-appointed bankruptcy trustee, who sued the initial backers
of Lake Las Vegas for the $470 million they took out of the
project -- a 3,600-acre resort community centered on a man-made
lake about 20 miles from the Las Vegas Strip -- before it tumbled
into bankruptcy.

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief (Bankr.
D. Nev. Lead Case No. 08-17814) on July 17, 2008.  When Lake at
Las Vegas Joint Venture, LLC, filed for protection from its
creditors, it estimated assets of $100 million to $500 million,
and debts of $500 million to $1.0 billion.  Courtney E.
Pozmantier, Esq., Martin R. Barash, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, Jason D. Smith, Esq., at Santoro, Driggs,
Walch, Kearney, Holley & Thompson, Jeanette E. McPherson, Esq.,
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm,
represent the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the Official
Committee of Unsecured Creditors as counsel.


VINE OIL: Moody's Assigns B3 CFR & Rates New $350MM Loan Caa2
-------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Vine Oil
& Gas LP's proposed term loan facilities, including a B3 rating to
its proposed $500 million Term Loan B and a Caa2 rating to its
proposed $350 million Term Loan C. Moody's also assigned a B3
Corporate Family Rating (CFR), a B3-PD Probability of Default
Rating and a SGL-3 Speculative Grade Liquidity rating. The rating
outlook is stable. The ratings are subject to receipt and review
of final documentation.

The net proceeds from the term loan facilities, in addition to
$461 million in common equity from Blackstone, will be used to
finance the roughly $1.1 billion acquisition of the Haynesville
and Mid-Bossier assets from Shell, pay $79 million in fees and
expenses, and with the remaining $50 million going as cash to the
balance sheet.

Assignments:

Issuer: Vine Oil & Gas LP

  Corporate Family Rating, Assigned B3

  Probability of Default Rating, Assigned B3-PD

  Speculative Grade Liquidity Rating, Assigned SGL-3

  $500 Million Senior Secured Bank Credit Facility, Assigned B3
  (LGD 3)

  $350 Million Senior Secured Bank Credit Facility, Assigned Caa2
  (LGD 5)

Ratings Rationale

Vine's B3 CFR reflects its early-stage operations, with inherent
execution risks in implementing its development plans and
reversing production declines at a sufficiently low cost structure
in order to support adequate returns in its entirely natural gas-
concentrated asset base in the Haynesville and Mid-Bossier plays.
The B3 rating further reflects the company's high leverage (in
terms of retained cash flow/debt), weak interest coverage and low
leveraged cash margins relative to a number of its higher rated
peers.

The B3 CFR is supported by a sizable production profile for a B3
rating, the company's deep drilling inventory and the de-risked
nature of its acreage in Haynesville, and a seasoned operating
team that has direct experience with the assets. The rating also
reflects adequate liquidity through 2015 in order to weather
through certain of the attendant risks and challenges of ramping
up a newly formed company.

The $500 million Term Loan B is rated B3, in line with Vine's B3
CFR, which is one notch lower than what is suggested by Moody's
Loss Given Default methodology. The $350 million Term Loan C is
rated Caa2, two notches below Vine's B3 CFR. The term loan
facility benefits from upstream guarantees and security in
substantially all the assets of Vine. However, the $500 million
Term Loan B is contractually subordinated to Vine's $250 million
revolving credit facility, which benefits from a super priority
lien on the collateral. Vine's $350 million Term Loan C is
contractually subordinated to the $500 million Term Loan B, with
the Term Loan B having a first priority lien (subject to the super
priority lien of the revolving credit facility) on the collateral
and the Term Loan C having a second priority lien on the
collateral.

Vine's SGL-3 rating reflects an adequate liquidity profile through
2015. At closing of the Shell asset acquisition, Vine will have
$99 million of cash on the balance sheet and an undrawn revolving
credit facility. The revolving credit facility has an initial
borrowing base of $250 million, with a minimum borrowing base of
$200 million for the three years following the closing date.
Covenant cushion under financial covenants are projected to be
good.

The rating outlook is stable. Moody's could upgrade the ratings
once Vine fully establishes itself as an operating entity, with a
rising production trend, leveraged full-cycle ratio above 1.0x,
and retained cash flow/debt maintained above 15%. Moody's could
downgrade the ratings if there is a significant deterioration in
liquidity or if the company is not able to execute on its
development plans.

The principal methodology used in this rating was the Global
Independent Exploration and Production 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.
Vine Oil & Gas LP is a privately-owned, newly formed natural gas
focused independent exploration and production company,
headquartered in Plano, Texas. It is owned by Blackstone Group
L.P.


VINE OIL: S&P Assigns 'B' CCR & Rates $500MM 1st Lien Loan 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Plano, Texas-based Vine Oil & Gas L.P.
The outlook is stable.  S&P also assigned its 'B' issue-level
rating to the company's $500 million first-lien term loan due
2021.  The recovery rating on this debt is '4', reflecting S&P's
expectation for average recovery (30% to 50%) in the event of a
payment default.  S&P also assigned its 'CCC+' issue-level rating
(two notches below S&P's corporate credit rating on Vine) to the
company's $350 million second-lien term loan due 2022.  The
recovery rating on this debt is '6', reflecting S&P's expectation
for negligible recovery (less than 10%) in the event of a payment
default.

In August 2014, private equity firm Blackstone and Vine Oil & Gas
agreed to acquire natural gas properties in the Haynesville Shale
from Royal Dutch Shell PLC for a total cash consideration of about
$1.2 billion.  Vine is 100% owned by Blackstone and the management
team. Coupled with an equity contribution from Blackstone of $460
million, proceeds from the proposed debt issuance will be used to
fund the transaction.

"The stable outlook reflects our view that Vine will be able to
profitably develop its acreage and maintain an adequate liquidity
profile over the next two years," said Standard & Poor's credit
analyst Christine Besset.

S&P would consider lowering the ratings if Vine's liquidity
situation deteriorated materially.  Such a scenario would likely
occur due to a decline in natural gas prices, higher-than-expected
costs, or lower-than-anticipated production, combined with an
absence of support from the company's equity sponsor.

S&P considers an upgrade unlikely within the next 12 months given
its assessment of the company's business risk profile and its
expectation that the company's debt leverage will remain high
during the next three years.  While unlikely over the next year,
S&P' could raise the rating if Vine meaningfully increases its
proved reserves while improving credit ratios significantly.


WAFERGEN BIO-SYSTEMS: To Issue 900,000 Shares Under 2008 Plan
-------------------------------------------------------------
Wafer Bio-Systems, Inc., filed a Form S-8 registration statement
with the U.S. Securities and Exchange Commission to register an
additional 900,000 shares of common stock, par value $0.001 per
share of the Company, which may be offered or sold to participants
under the WaferGen Bio-systems, Inc. 2008 Stock Incentive Plan,
and to register 98,932 shares of Common Stock which have been
granted under nonstatutory stock option agreements.  A copy of the
prospectus is available at http://is.gd/WmHGEu

                    About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

WaferGen reported a net loss attributable to common stockholders
of $17.71 million in 2013, following a net loss attributable to
common stockholders of $8.97 million in 2012.

SingerLewak LLP, in San Jose, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred operating losses and negative cash flows from
operating activities since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WESTMORELAND COAL: Reports Early Results of Tender Offer
--------------------------------------------------------
Westmoreland Coal Company announced early results for its
previously announced tender offer and related consent solicitation
commenced on Nov. 17, 2014 for its 10.75% Senior Secured Notes due
2018 (CUSIP 960887AB3).  An aggregate of $664,002,000 principal
amount of Notes, representing 98.30% of the Notes outstanding, has
been tendered as of 5:00 p.m., New York City time, on Dec. 1,
2014.  Accordingly, the requisite consents to approve the proposed
amendments pursuant to the consent solicitation have been
obtained.

Withdrawal and revocation rights expired at 5:00 p.m., New York
City time, on Dec. 1, 2014, and Notes tendered may no longer be
withdrawn and consents delivered may no longer be revoked.

The tender offer is scheduled to expire at 12:00 a.m., New York
City time, on Dec. 15, 2014, unless extended or earlier
terminated.

Westmoreland does not intend to register the Notes under the
Securities Act of 1933, as amended, or applicable state securities
laws, and may not offer or sell the Notes in the United States
absent registration under, or an applicable exemption from the
registration requirements of, the Securities Act and applicable
state securities laws.  Westmoreland expects that the initial
purchasers of the Notes may resell the Notes pursuant to Rule 144A
and Regulation S under the Securities Act.

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million in 2013, a net loss
applicable to common shareholders of $8.58 million in 2012 and a
net loss applicable to common shareholders of $34.46 million in
2011.

                           *     *     *

As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'.  "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.

Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to B3 from Caa1, and assigned Caa1 rating to the
company's proposed new $300 million First Lien Term Loan, the TCR
reported on Nov. 20, 2014.  The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/
EBITDA will track at around 5x in 2015 and 2016 and that the
company will be break-even to modestly free cash flow positive
over the same time period.


WESTMORELAND COAL: S&P Rates Secured Notes Due 2021 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Englewood, Colo.-based Westmoreland Coal Co.'s senior
secured notes due 2021 (in line with preexisting senior secured
debt).  The recovery rating is '3', indicating S&P's expectation
for meaningful (50% to 70%) recovery in the event of a default.
The 'B' corporate credit rating on the company remains unchanged.
The outlook is stable.

"The stable outlook is supported by Westmoreland's committed sales
position over the next year, which should result in stable cash
flows.  The company's long dated cost plus contracts provide
protection against price volatility while the mine mouth strategy
offers transportation and delivery advantages," said Standard &
Poor's Chiza Vitta.  "We anticipate liquidity will remain adequate
over the next year given our expectation of manageable capital
spending and positive free cash flow starting in 2015."

S&P could lower its rating on Westmoreland if liquidity falls to a
level S&P views as "less than adequate".  This could be the result
of unanticipated expenses associated with future acquisitions or
if any operational issues cause production shortfalls.

S&P would consider a positive rating action if leverage is
sustained below 5x or if the diversification in incoming cash
flows increases to a point that S&P views to be more consistent
with a "fair" business risk profile.  The latter scenario is less
likely to occur over the next 12 months.


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

In re Magdadene Dieuvil
   Bankr. M.D. Fla. Case No. 14-12478
      Chapter 11 Petition filed November 10, 2014

In re 1340 Liberty, LLC
        dba The Commons at Franklin
   Bankr. W.D. Pa. Case No. 14-11193
      Chapter 11 Petition filed November 10, 2014
         See http://bankrupt.com/misc/pawb14-11193.pdf
         represented by: Daniel P. Foster, Esq.
                         FOSTER LAW OFFICES
                         E-mail: dan@mrdebtbuster.com

In re 109 Buckskin LLC
   Bankr. C.D. Cal. Case No. 14-15101
      Chapter 11 Petition filed November 12, 2014
         See http://bankrupt.com/misc/cacb14-15101.pdf
         Filed Pro Se

In re Gajendra Adhikari and Muna Khatri Adhikari
   Bankr. E.D. Cal. Case No. 14-31393
      Chapter 11 Petition filed November 19, 2014

In re Ronnie H. Perryman
   Bankr. D. Ariz. Case No. 14-17480
      Chapter 11 Petition filed November 24, 2014

In re Kapa Concepts Inc.
        dba Kapa Concepts
   Bankr. C.D. Cal. Case No. 14-12600
      Chapter 11 Petition filed November 24, 2014
         See http://bankrupt.com/misc/cacb14-12600.pdf
         Filed Pro Se

In re Zev Jeff Bentow
   Bankr. C.D. Cal. Case No. 14-31963
      Chapter 11 Petition filed November 24, 2014

In re Richard Carroll Sinclair
   Bankr. E.D. Cal. Case No. 14-91565
      Chapter 11 Petition filed November 24, 2014

In re Hyman B Horowitz
   Bankr. S.D. Fla. Case No. 14-35912
      Chapter 11 Petition filed November 24, 2014

In re Ernest Robert Pitschman and Patricia Ann Pitschman
   Bankr. M.D. Fla. Case No. 14-12936
      Chapter 11 Petition filed November 24, 2014

In re P and R Brother's, LLC
   Bankr. D. Md. Case No. 14-27998
      Chapter 11 Petition filed November 24, 2014
         See http://bankrupt.com/misc/mdb14-27998.pdf
         represented by: Karen H. Moore, Esq.
                         LAW OFFICE OF LORI SIMPSON, LLC
                         E-mail: kmoore@lsimpsonlaw.com

In re S and A Son's, LLC
   Bankr. D. Md. Case No. 14-27999
      Chapter 11 Petition filed November 24, 2014
         See http://bankrupt.com/misc/mdb14-27999.pdf
         represented by: Karen H. Moore, Esq.
                         LAW OFFICE OF LORI SIMPSON, LLC
                         E-mail: kmoore@lsimpsonlaw.com

In re David Francis Charles Reyes
   Bankr. S.D.N.Y. Case No. 14-13233
      Chapter 11 Petition filed November 24, 2014

In re David Francis Charles Reyes
   Bankr. S.D.N.Y. Case No. 14-13233
      Chapter 11 Petition filed November 24, 2014

In re Robert G. Reilly
   Bankr. W.D.N.Y. Case No. 14-12660
      Chapter 11 Petition filed November 24, 2014

In re Conrado Rosa Guzman
   Bankr. D.P.R. Case No. 14-09702
      Chapter 11 Petition filed November 24, 2014

In re Lewis W. Council and Cynthia W. Council
   Bankr. E.D.N.C. Case No. 14-06828
      Chapter 11 Petition filed November 24, 2014

In re Tul Investments, Inc.
   Bankr. C.D. Cal. Case No. 14-15294
      Chapter 11 Petition filed November 25, 2014
         See http://bankrupt.com/misc/cacb14-15294.pdf
         represented by: Matthew Abbasi, Esq.
                         ABBASI LAW CORPORATION
                         E-mail: matthew@anhlegal.com

In re Gloria June Goldman
   Bankr. C.D. Cal. Case No. 14-32031
      Chapter 11 Petition filed November 25, 2014

In re William Morgan Larson
   Bankr. D. Colo. Case No. 14-25889
      Chapter 11 Petition filed November 25, 2014

In re 2938 Fairfield, LLC
   Bankr. D. Conn. Case No. 14-51784
      Chapter 11 Petition filed November 25, 2014
         See http://bankrupt.com/misc/ctb14-51784.pdf
         represented by: Ellery E. Plotkin, Esq.
                         LAW OFFICES OF ELLERY E. PLOTKIN, LLC
                         E-mail: EPlotkinJD@aol.com

In re Skyborne International, LLC.
   Bankr. N.D. Ga. Case No. 14-73235
      Chapter 11 Petition filed November 25, 2014

In re Silent W Communications, Inc.
   Bankr. N.D. Ill. Case No. 14-42479
      Chapter 11 Petition filed November 25, 2014
         represented by: Kevin Gallaher, Esq.
                         BROOKS TARULIS &TIBBLE

In re Michael Rudulph Ellis Carter
   Bankr. D. Md. Case No. 14-28122
      Chapter 11 Petition filed November 25, 2014

In re Andrew Van Ness and Katie Van Ness
   Bankr. D. Nev. Case No. 14-17838
      Chapter 11 Petition filed November 25, 2014

In re Tire House & Rims, LLC
   Bankr. E.D. Va. Case No. 14-74277
      Chapter 11 Petition filed November 25, 2014
         See http://bankrupt.com/misc/vaeb14-74277.pdf
         represented by: W. Greer McCreedy, II, Esq.
                         THE MCCREEDY LAW GROUP, PLLC
                         E-mail: McCreedy@McCreedylaw.com
In re Miguel Tilus
   Bankr. S.D. Fla. Case No. 14-36256
      Chapter 11 Petition filed November 26, 2014

In re Andrea C. Aro
   Bankr. S.D. Fla. Case No. 14-36277
      Chapter 11 Petition filed November 26, 2014

In re James C. Lewis, Sr., LLC
        aka Crystal Fountain Chapel Funeral Home, LLC
   Bankr. E.D. Mich. Case No. 14-58307
     Chapter 11 Petition filed November 26, 2014
         See http://bankrupt.com/misc/mieb14-58307.pdf
         represented by: Lynn M. Brimer
                         STROBL & SHARP, PC
                         E-mail: lbrimer@stroblpc.com

In re Crystal Fountain Chapel Funeral Home, LLC
   Bankr. E.D. Mich. Case No. 14-58309
     Chapter 11 Petition filed November 26, 2014
         See http://bankrupt.com/misc/mieb14-58309.pdf
         represented by: Lynn M. Brimer
                         STROBL & SHARP, PC
                         E-mail: lbrimer@stroblpc.com

In re Reynoso Peralta Aquino and Ursula Carbonell Aquino
   Bankr. D. Nev. Case No. 14-17852
      Chapter 11 Petition filed November 26, 2014

In re Jacquie Chandler
   Bankr. D. Nev. Case No. 14-51967
      Chapter 11 Petition filed November 26, 2014

In re 199 East 7th Street LLC
   Bankr. S.D.N.Y. Case No. 14-13254
     Chapter 11 Petition filed November 26, 2014
         See http://bankrupt.com/misc/nysb14-13254.pdf
         represented by: David Carlebach, Esq.
                         LAW OFFICES OF DAVID CARLEBACH, ESQ.
                         E-mail: david@carlebachlaw.com

In re Juan Antonio Paulino Pena and Alma Rosa Rivera Rivera
   Bankr. D.P.R. Case No. 14-09799
      Chapter 11 Petition filed November 26, 2014

In re All My Children Learning Academy, Inc.
   Bankr. W.D. Tenn. Case No. 14-32058
     Chapter 11 Petition filed November 26, 2014
         See http://bankrupt.com/misc/tnwb14-32058.pdf
         represented by: Curtis D. Johnson, Jr., Esq.
                         LAW OFFICE OF JOHNSON AND BROWN, P.C.
                         E-mail: johnson775756@gmail.com

In re Van Hunter Magee
   Bankr. N.D. Tex. Case No. 14-44746
      Chapter 11 Petition filed November 26, 2014

In re Henry E. Tucker and Charlotte M. Tucker
   Bankr. M.D. Fla. Case No. 14-13988
      Chapter 11 Petition filed November 28, 2014

In re S&B Mart, Inc.
   Bankr. N.D. Ga. Case No. 14-73385
     Chapter 11 Petition filed November 28, 2014
         Filed Pro Se

In re Selix Acquisition, LLC
   Bankr. D. Hawaii Case No. 14-01588
     Chapter 11 Petition filed November 29, 2014
         See http://bankrupt.com/misc/hib14-01588.pdf
         represented by: Jerrold K. Guben, Esq.
                         O'CONNOR PLAYDON & GUBEN
                         E-mail: jkg@opglaw.com

In re Michael A. Meixner and Tammy Kelly-Meixner
   Bankr. D. Ariz. Case No. 14-17735
      Chapter 11 Petition filed December 1, 2014

In re Ronit Waizgen
   Bankr. C.D. Cal. Case No. 14-15355
      Chapter 11 Petition filed December 1, 2014

In re Dos Posos Development, LLC
   Bankr. N.D. Cal. Case No. 14-44708
     Chapter 11 Petition filed December 1, 2014
         See http://bankrupt.com/misc/canb14-44708.pdf
         Filed Pro Se

In re 507 14th St. NE, LLC
   Bankr. D. D.C. Case No. 14-00696
     Chapter 11 Petition filed December 1, 2014
         See http://bankrupt.com/misc/dcb14-00696.pdf
         represented by: Jeffrey M. Sherman, Esq.
                         LAW OFFICES OF JEFFREY M. SHERMAN
                         E-mail: jeffreymsherman@gmail.com

In re Viktoria Benkovitch
   Bankr. S.D. Fla. Case No. 14-36362
      Chapter 11 Petition filed December 1, 2014

In re Michael Anthony Farr
   Bankr. N.D. Ga. Case No. 14-73606
      Chapter 11 Petition filed December 1, 2014

In re Sasha Cole, LLC
   Bankr. N.D. Ga. Case No. 14-73612
     Chapter 11 Petition filed December 1, 2014
         Filed Pro Se


In re Terence J O'Reilly
   Bankr. D. Idaho Case No. 14-41343
      Chapter 11 Petition filed December 1, 2014

In re Dwayne Littlejohn
   Bankr. N.D. Ill. Case No. 14-43024
      Chapter 11 Petition filed December 1, 2014

In re Sidney Darrell Cripps and Karin F. Cripps
   Bankr. W.D. La. Case No. 14-81259
      Chapter 11 Petition filed December 1, 2014

In re Richard A Michelson
   Bankr. D. Mass. Case No. 14-15574
      Chapter 11 Petition filed December 1, 2014

In re Mike's K & G Deli #2, Inc.
   Bankr. D. Mich. Case No. 14-58489
     Chapter 11 Petition filed December 1, 2014
         See http://bankrupt.com/misc/mieb14-58489.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re 956 Little East Neck Road, LLC
   Bankr. E.D.N.Y. Case No. 14-75367
     Chapter 11 Petition filed December 1, 2014
         See http://bankrupt.com/misc/nyeb14-75367.pdf
         represented by: Ronald D. Weiss, Esq.
                         RONALD D. WEISS, P.C.
                         E-mail: weiss@ny-bankruptcy.com

In re Sub Holding LLC
   Bankr. S.D.N.Y. Case No. 14-13290
     Chapter 11 Petition filed December 1, 2014
         See http://bankrupt.com/misc/nysb14-13290.pdf
         represented by: Richard M. Gabor, Esq.
                         GABOR & ASSOCIATES
                         E-mail: rgabor@gaborassociates.com

In re Zeddie Beebe Green
   Bankr. E.D.N.C. Case No. 14-06946
      Chapter 11 Petition filed December 1, 2014

In re LIFE Equities Corp.
   Bankr. E.D. Pa. Case No. 14-19497
     Chapter 11 Petition filed December 1, 2014
         See http://bankrupt.com/misc/paeb14-19497.pdf
         represented by: Thomas Daniel Bielli, Esq.
                         O'KELLY ERNST & BIELLI, LLC
                         E-mail: tbielli@oeblegal.com

In re Edwin Rivera Colon
   Bankr. D.P.R. Case No. 14-09878
      Chapter 11 Petition filed December 1, 2014

In re Tina Yu Hawn
   Bankr. E.D. Tex. Case No. 14-42514
      Chapter 11 Petition filed December 1, 2014

In re TLW Real Estate, LLC
   Bankr. N.D. Tex. Case No. 14-35758
     Chapter 11 Petition filed December 1, 2014
         See http://bankrupt.com/misc/txnb14-35758.pd
         represented by: Michael S. Mitchell, Esq.
                         DEMARCO-MITCHELL, PLLC
                         E-mail: mike@demarcomitchell.com

In re Golden State Holdings, Inc.
   Bankr. S.D. Tex. Case No. 14-36650
     Chapter 11 Petition filed December 1, 2014
         See http://bankrupt.com/misc/txsb14-36650.pdf
         represented by: Alex Olmedo Acosta, Esq.
                         ACOSTA LAW, P.C.
                         E-mail: alex@theacostalawfirm.com



                             *********

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.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.


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