TCR_Public/141210.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, December 10, 2014, Vol. 18, No. 343

                            Headlines

78 FIRST STREET: Lydians Want Trans Bay Interests Distributed
ABERCROMBIE & FITCH: S&P Affirms 'BB-' CCR, Off CreditWatch
ADT CORP: Moody's Assigns Ba2 Sr. Unsec. Rating & Affirms Ba2 CFR
ALASKA COMMUNICATIONS: Moody's Affirms B2 Corporate Family Rating
ALASKA COMMUNICATIONS: S&P Puts BB- Debt Rating on Watch Positive

ALCO STORES: Retains A&G to Manage Sale of 200 Store Locations
ALCO STORES: U.S. Trustee Objects to Proposed Incentive Plan
ALCO STORES: Can Put Lease Rights and Owned Stores up for Sale
AMERICAN EXPRESS: S&P Affirms 'BB+' Preferred Stock Rating
AMNEAL PHARMACEUTICALS: Moody's Hikes Corp. Family Rating to B1

ASR 2401: Dec. 8 Hearing Held on Use of Cash Collateral
ASR 2401: U.S. Trustee Unable to Form Official Committee
AT-NET SERVICES: Case Summary & 20 Largest Unsecured Creditors
BAKERS FOOTWEAR: Registration of Securities Revoked
BELMONT PARK: Case Summary & 5 Unsecured Creditors

BERNARD L. MADOFF: Ex-Operations Director Sentenced to 10 Years
BIRMINGHAM COSMETIC: Case Summary & 20 Top Unsecured Creditors
BUILDING #19: Wants to Sell 1,706 Shares of Stock
CALIFORNIA COMMUNITY: Dec. 10 Hearing on Cash Collateral Use
CALIFORNIA COMMUNITY: Receiver Balks at Plan Outline Approval

CARAUSTAR INDUSTRIES: Moody's Confirms B2 CFR, Outlook Negative
CARAUSTAR INDUSTRIES: S&P Affirms 'B+' CCR; Outlook Negative
CAROLINE WYLY: Court Approves $550K Fees, Living Expenses
CBD ENERGY: NASDAQ Delisting Appeal Hearing Scheduled for Jan. 8
CHINOS INTERMEDIATE: Moody's Lowers Corp. Family Rating to 'B3'

CLEAREDGE POWER: Name Changed to CEP Reorganization, Inc., et al.
CLIFFS NATURAL: Moody's Lowers Corporate Family Rating to Ba3
COMMUNITY HOME: Trustee Balks at WF's Bid for Stay Relief
CONTRA COSTA: S&P Raises Series 1999 TABs Rating to 'BB-'
COUNTRY STONE: Gets Final Approval of Financing Package

CRGT INC: Moody's Assigns B3 CFR & Rates $100MM 1st Lien Debt B2
DAHL'S FOODS: Can Proceed with January 19 Auction
DANA HOLDING: Moody's Assigns B2 Rating on New $425MM Sr. Notes
DEALER TIRE: Moody's Assigns B2 CFR & Rates $615MM Sec. Debt B2
DEB STORES: Meeting to Form Creditors' Panel Set for Dec. 12

DELIA*S INC: Files for Ch. 11 to Liquidate 92 Stores
DELIA*S INC: Seeks to Assume Agency Agreement With Gordon & Hilco
DELIA*S INC: Asks for Extension of Schedules Deadline
DESERT CAPITAL: Registration of Securities Revoked
DETROIT, MI: Jones Day's Billings Included Florida Travel

DIGITAL DOMAIN: Court Approves Panel, Siemens Compromise
DIOCESE OF HELENA: Jan. 14 Hearing on Settlement With Insurers
EDJE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
ENDEAVOUR INTERNATIONAL: NYSE Delists Common Shares
EXIDE TECHNOLOGIES: Revised Financial Projections Filed

FIRST MARINER: Bankruptcy Judge Approves Liquidation Plan
FLINTRIDGE CRESTAVILLA: Laguna Niguel Property to Be Sold Dec. 26
FREEDOM INDUSTRIES: Executive Arrested for Bankruptcy Fraud
GASPARI NUTRITION: Allegro Wins Auction at $10.1-Mil. Bid
GATEWAY CASINOS: S&P Alters Outlook to Negative on Lower Earnings

GCI INC: Moody's Affirms B2 CFR & Revises Outlook to Positive
GT ADVANCED: Creditors, Apple Settle Deposition Dispute
GT ADVANCED: 341(a) Meeting of Creditors Continued Until Jan. 8
HEADWATERS INC: Moody's Raises Corporate Family Rating to B2
HELIA TEC: Claims Disputes Headed to Adversary Proceedings

HELLAS TELECOM: Judge Rejects PE Firms' Attack on Ch. 15 Case
J. CREW: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Stable
JBS USA: Moody's Rates $750MM Sr. Unsecured Notes 'Ba3'
JBS USA: Fitch Rates New $750MM Unsecured Notes 'BB'
LEHMAN BROTHERS: Says Former Trader Wants to Get $84MM Bonus

LKQ CORP: Moody's Raises Corporate Family Rating to Ba1
MACKEYSER HOLDINGS: Seeks Approval to Sell Eyewear Inventory
MISSISSIPPI PHOSPHATES: To Lay Off 200 Workers
MISSISSIPI PHOSPHATES: Committee Balks at Bid to Incur Financing
N.C. PATRIOT: Case Summary & 12 Unsecured Creditors

NET PAY: Trustee Wants IRS to Return Payments
NORTEL NETWORKS: Deal Resolving Hewlett-Packard Claim Okayed
NY STATE ENVIRONMENTAL: Moody's Rates $25 Million Bonds 'B2'
OASIS OUTSOURCING: Moody's Assigns B2 Corporate Family Rating
PALM BEACH COMMUNITY: Wins Confirmation of Reorganization Plan

PARQ HOLDINGS: Moody's Lowers Rating on New 1st Lien Loan to 'B1'
PEREGRINE FINANCIAL: Customers in Line to Recover Millions More
PHILIPPE FAMILY: Case Summary & 3 Largest Unsecured Creditors
PHOENIX PAYMENT: Wants Until March 2 to Decide on Arizona Lease
PRECISION MEDICAL: Involuntary Chapter 11 Case Summary

PVA APARTMENTS: Receiver Still Has Control Over Disputed Assets
PVA APARTMENTS: Drops Bid to Determine Agoura Claim Value
QR ENERGY: S&P Ups Corp. Credit Rating to 'B+', Off Watch Positive
REICHHOLD INC: Court Approves Jan. 8 Auction for Assets
ROBO OF LOUISIANA: Case Summary & 20 Largest Unsecured Creditors

ROCK HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
SAMUEL WYLY: U.S. Trustee Names Four Members to Committee
SAN BERNARDINO, CA: Judge Stops Firefighters' Labor Suit
SCIENCE FITNESS: Case Summary & 18 Largest Unsecured Creditors
SPECTRASCIENCE INC: Rand Mulford Joins Board of Directors

SUTTER PARK: Foreclosure of Woodside Lot Set for Jan. 9
TASC INC: Moody's Assigns B2 CFR After Engility Merger Plans
TRUMP ENTERTAINMENT: Hearing on DIP Financing Tomorrow
UNITEK GLOBAL: Gets Final OK $57-Million DIP Package
VERSO PAPER: To Sell Shuttered Maine Mill to Metal Disposer

WESTMAIN PROFESSIONAL: Case Summary & Unsecured Creditor
WINTHROP REALTY: Sells Philly Building for $85MM Amid Liquidation

* Judge Tosses, Then Reinstates 'Passive-Aggressive' Atty
* Commercial Ch. 11 Filings Down 39% November From Year Earlier

* BofA Says Its Bankruptcy Debt Reporting Practices Are Legit
* Citigroup, DOJ Wrap Up Deal Over Exposed Customer Info


                             *********

78 FIRST STREET: Lydians Want Trans Bay Interests Distributed
-------------------------------------------------------------
Plaintiffs Lydian, LLC, and Lydian II, LLC, ask the Bankruptcy
Court for:

   1. a declaration as to what percentage interest each party to
the adversary proceeding other than James Lowe II as Chapter 11
Trustee for First Street Holdings NV, LLC et al., holds in the
equity security interests in the Trans Bay bankruptcy cases; and

   2. an order requiring the trustee to distribute the balance of
assets, if any, in the Trans Bay bankruptcy cases on a pari passu
basis to the declared holders of the outstanding equity security
interests in the Trans Bay bankruptcy cases soon as is possible
and with a minimum of additional administrative expense for all
concerned.

The Lydians hold equity security interests equal to not less than
53% of the outstanding equity security interests in the Trans Bay
bankruptcy cases.

The Lydians are represented by:

         William McGrane, Esq.
         McGRANE LLP
         Four Embarcadero Center, Suite 1400
         San Francisco, CA 94111
         Tel: (415) 292-4807
         E-mail: william.mcgrane@mcgranellp.com

                       About 78 First Street

Oakland, California-based 78 First Street, LLC, and various
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-70224) on Sept. 23, 2011.

Debtor-affiliates that simultaneously sought Chapter 11 protection
are 88 First Street LLC and 518 Mission LLC (Case Nos. 11-70228
and 11-70229) and First/Jessie LLC, JP Capital LLC, Peninsula
Towers LLC, and Sixty-Two First Street LLC (Case Nos. 11-70231 to
11-70234).

Judge Roger L. Efremsky oversees the case, taking over from Judge
Edward D. Jellen.  Iain A. MacDonald, Esq., at MacDonald and
Associates, serves as the Debtors' counsel.  78 First Street
estimated $10 million to $50 million in assets and debts.  The
petition was signed by Graham Seel, SVP of CMR Capital, LLC,
manager.

James S. Lowe II was appointed as Chapter 11 trustee for the
Debtors' estates.


ABERCROMBIE & FITCH: S&P Affirms 'BB-' CCR, Off CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings,
including its 'BB-' corporate credit rating, to New Albany, Ohio-
based Abercrombie & Fitch Co.  S&P removed all the ratings from
CreditWatch with negative implications, where it placed them on
Nov. 7, 2014.  The outlook is negative.

"The affirmation reflects our expectation that the company can
conserve profits with expense and inventory management, despite
the recent sales declines and our expectation for that to continue
in 2015.  The negative outlook signifies our expectation that the
issues surrounding the company's longer term strategic initiatives
leave the company vulnerable to heightened levels of instability
given the recent negative top line trends experienced," said
credit analyst Kristina Koltunicki.  "We now believe signs of a
turnaround for comparable-store sales and operating performance
will be deferred until later in 2015.  The company continues to
experience ongoing sales weakness both domestically and in
Europe."

The negative outlook reflects S&P's expectation that revenues and
gross margin to remain pressured for the remainder of 2014 and
into 2015 given S&P's view that the retail environment will
continue to be competitive and highly promotional.  S&P believes
Abercrombie continues to make headway with its transition into
more fashion-forward merchandise but are skeptical that it will be
successful in the near term with consumers and in turning around
negative trends.

Downside scenario

S&P could lower its ratings on Abercrombie if operating
performance does not show signs of rebounding during 2015 possibly
as a result of merchandise missteps related to its fashion-
conscience teen consumer and a persistent slowdown in U.S. mall
traffic.  At that point, EBITDA would erode by about 15% from
forecasted levels, which would result in leverage approaching the
mid-5.0x area.  S&P could also lower the ratings if Abercrombie
becomes more aggressive with shareholder friendly activities,
including debt-financed share repurchases, resulting in the
deterioration of leverage to similar levels.

Upside scenario

An upgrade is not under consideration over the next year, given
S&P's tempered performance expectations.  S&P could consider
revising its outlook to stable or, longer term, raising ratings,
if operating performance becomes less volatile, demonstrated
through more consistent EBITDA generation.  An alternative
scenario for an upgrade would include an improvement to credit
metrics, such that debt leverage would improve to under 4.0x and
FFO to debt would increase more than 20%, on a sustained basis.
EBITDA would need to increase by approximately 20% from forecasted
levels for this to occur.


ADT CORP: Moody's Assigns Ba2 Sr. Unsec. Rating & Affirms Ba2 CFR
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to The ADT
Corporation's new senior unsecured note issuance and affirmed all
other ratings, including the Ba2 Corporate Family Rating ("CFR"),
the Ba2 rating on all existing senior unsecured debt, and the SGL-
2 speculative grade liquidity rating. ADT anticipates using
proceeds from the new note issuance to repay in full the $400
million currently outstanding under its revolving credit facility.
Moody's maintained the stable outlook.

Assignments:

Issuer: The ADT Corporation

  Senior Unsecured Regular Bond/Debenture, maturing 2020,
  Assigned Ba2, LGD4

Outlook Actions:

Issuer: The ADT Corporation

  Outlook, Remains Stable

Affirmations:

Issuer: The ADT Corporation

  Probability of Default Rating, Affirmed Ba2-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Corporate Family Rating, Affirmed Ba2

  Senior Unsecured Regular Bond/Debenture, maturing 2017 through
  2042, Affirmed Ba2

Ratings Rationale

The Ba2 CFR reflects not only rising financial leverage, but also
an unusual fluidity in financial policies, given ADT's multiple
changes in leverage targets and financial policies since its spin-
off from Tyco, in September 2012. As of fiscal year-end 2014,
Moody's-calculated leverage has increased to 3.1x, from 2.1x
twelve months prior. Additionally, stepped up activity in
acquisitions (of customer accounts and competitors' operations,
for example) presents integration and financial risks at a time
when competition is intensifying and investment needs are
increasing. On the other hand, ADT's cost structure should benefit
from greater scale if acquisitions are integrated successfully.
ADT is the clear leader in the growing and still underpenetrated
residential-alarm-monitoring space in North America, with about a
25% market share.

The Ba2 rating on the new and existing notes reflects ADT's all-
senior-unsecured-debt capital structure, whereby the credit risk
of the facilities directly mirrors the credit risk of the company
itself.

Moody's views the company's liquidity as good, and expects it to
generate annual free cash flow of roughly $125 million over the
next two years, including dividend payouts, which have been on the
rise. Moody's also anticipates that continued share repurchases
will prevent significant cash buildup, which the company is
otherwise capable of achieving. While Moody's expects the company
to have little difficulty in staying in compliance with its
financial covenants, ADT's cushion within the (3.5x) leverage
covenant in particular has shrunk materially since its more
aggressive financial policy was announced. Leverage should remain
at around 3.0x over the next couple of years.

Pro-forma for the successful issuance of the new $400 million
unsecured notes, whose proceeds will be used to repay the $400
million in current revolver borrowings, ADT will have fully
replenished revolver availability of $750 million. In ADT's fourth
fiscal quarter, ended September 30th, the company had drawn down
half of the revolver in order to help fund the $517 million
acquisition of Reliance Protectron, a provider of monitored
security services to approximately 370,000 residential and
commercial customers in Canada.

The ratings could be downgraded if debt/EBITDA exceeds 3.5x,
debt/RMR is sustained above 22x, attrition rates or dealer
multiples increase materially, or liquidity deteriorates.

The ratings could be upgraded if the company demonstrates a
commitment to more conservative financial policies, including
debt/EBITDA sustained below 2.5x and debt/RMR below 18x. Attrition
rates and pricing would also need to be maintained at levels such
that levered steady-state-free-cash-flow-to-debt approaches 20%
and take rates on interactive services reach industry averages.

The ADT Corporation is a leading provider of electronic security,
interactive automation, and monitoring services for residences,
primarily, and small businesses in the U.S., Canada, and Puerto
Rico. Publicly traded ADT has about 6.7 million subscribers and
Moody's-expected fiscal 2015 revenues exceeding $3.6 billion.

The principal methodology used in these ratings was Global
Business & Consumer Service Industry Ratings 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.


ALASKA COMMUNICATIONS: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed Alaska Communications
Systems Holdings' ("ACSH" or "the company") B2 Corporate Family
Rating ("CFR") following the announcement that the company will
sell its wireless subscriber base and its remaining one-third
interest in the Alaska Wireless Network ("AWN") to GCI, Inc.
("GCI") for $300 million. The company plans to use the net
proceeds to pay down debt. The transaction is targeted to close in
the first quarter of 2015 and is subject to certain closing
conditions. Concurrently, Moody's has affirmed ACSH's B2-PD
Probability of Default Rating, SGL-1 speculative grade liquidity
rating as well as the group's existing instrument ratings. The
outlook is stable.

Issuer: Alaska Communications Systems Holdings, Inc.

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Senior Secured Bank Credit Facility, Affirmed B1 (LGD3)

Speculative Grade Liquidity Rating, Affirmed SGL-1

Outlook, Stable

Rating Rationale

ACSH's B2 CFR continues to reflect the secular challenges
confronting its legacy wireline business, the company's
competitive position versus incumbent cable operator GCI and the
loss of its wireless operations. Supporting ACSH's rating is the
company's state-of-the-art MPLS/VPLS network, good service
reputation, reduced leverage and Moody's expectation of modest
annual free cash flow generation, in the range of about 2% to 4%
of total debt.

The affirmation of ACSH's B2 CFR reflects its strengthened balance
sheet following the delevering transaction. Moody's project
leverage (Moody's adjusted) could fall to 3.2x by FYE2015 and
interest payments are likely to be reduced by at least $15 million
annually. Offsetting these strengths is ACSH's decrease in scale
and elimination of its wireless assets and cash flows, and the
uncertainty of the company's financial policy post-transaction.

Moody's expects ACSH to use the net proceeds from the $300 million
sale of its stake in AWN to GCI, Inc. ("GCI") to repay a portion
of debt outstanding under the company's existing $323 million term
loan due October 21, 2016.

The rating outlook is stable, reflecting Moody's expectations that
ACSH's wireline operations will generate free cash flow.

Upward ratings pressure may develop if Debt/EBITDA (Moody's
adjusted) trends towards 3x and free cash flow as a percentage of
debt increases to the high single digit range.

If the company does not materially reduce debt with the proceeds
from this transaction or if its operations struggle, the ratings
could be lowered. Specifically, if Debt/EBITDA moves towards 5x or
free cash flow turns negative, both on a sustained basis, the
ratings could be lowered. Negative ratings pressure could also
develop in the event of adverse liquidity developments or if the
company's financial policy shifts to a more shareholder friendly
stance.

The principal methodology used in this rating was the Global
Telecommunications Industry Methodology published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


ALASKA COMMUNICATIONS: S&P Puts BB- Debt Rating on Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' issue-level
rating on Anchorage-based Alaska Communications Systems Group
Inc.'s (ACS) senior secured debt on CreditWatch with positive
implications.

The CreditWatch placement reflects S&P's expectation for improved
recovery prospects for the senior secured debtholders as a result
of the company's planned debt repayment.

ACS has agreed to sell its remaining stake in The Alaska Wireless
Network LLC (AWN) to GCI Inc. for $300 million.  ACS currently
owns one-third of AWN, while GCI owns the remaining two-thirds.
ACS will use the net cash proceeds from the transaction to repay
existing debt.

S&P's 'B+' corporate credit rating and stable outlook on ACS and
its subsidiaries are not immediately affected by the company's
agreement to sell its remaining one-third interest in the joint
venture.

S&P estimates that pro forma debt to EBITDA will be in the low-4x
area, which is lower than S&P's current base-case forecast of
around 5x at year-end 2014.  Notwithstanding the reduction in
leverage, S&P do not view this as sufficient enough to revise its
"aggressive" financial risk profile assessment, especially since
S&P expects lower levels of free operating cash flow (FOCF) over
the next two years, partly due to the elimination of the company's
preferred distribution that it receives from the joint venture.
Moreover, S&P expects only modest FOCF generation over the next
two years.  Despite the approximate $12 million reduction in
annual interest expense because of debt repayment, S&P expects
EBITDA to be about $40 million lower in 2015.  S&P also expects
capital expenditures of about $40 million, which is only slightly
below its original forecast in 2015.

RATINGS LIST

Alaska Communications Systems Group Inc.
Corporate Credit Rating                B+/Stable/--

CreditWatch Action
                                        To             From
Alaska Communications Systems Holdings Inc.
Senior Secured                         BB-/Watch Pos  BB-


ALCO STORES: Retains A&G to Manage Sale of 200 Store Locations
--------------------------------------------------------------
A&G Realty Partners, a commercial real estate, advisory and
investment group, on Dec. 9 disclosed that it has been retained by
ALCO Stores, Inc. to manage the sale of approximately 200 ALCO
store locations, as well as the company's former headquarters.
The sale is a result of ALCO's Chapter 11 bankruptcy filing on
October 12, 2014.

Effective immediately, A&G Realty is accepting bids to acquire the
leases, which are all approximately 21,000 square feet and located
in 23 states throughout central United States (full store listings
upon request).  Among the approximately 200 properties, five
stores are ALCO-owned located in Tioga, ND, Sidney, MT, Moab, UT,
Cotulla, TX, and Truth or Consequences, NM.  Furthermore, A&G will
also be selling ALCO's former headquarters building and warehouse
in Abilene, KS.

"With more than 100 years servicing smaller communities with
limited access to full-line retail chains, this sale of ALCO
properties represents an exceptional retail opportunity throughout
middle America," said Michael Jerbich, Principal of A&G Realty
Partners, who is managing the court ordered sale.  "Due to the
uniqueness of the real estate and the profitability of many of the
stores, we are expecting very strong interest."

Bids on the leases are due by December 15, 2014, with an auction
scheduled in Dallas, TX on December 17, 2014.  For more
information on the sale of ALCO store locations, please visit
www.agrealtypartners.com or contact Michael Jerbich at (312) 454-
2057.

                   About A&G Realty Partners

A&G Realty Partners -- http://www.agrealtypartners.com--
specializes in real estate dispositions, lease restructurings,
facilitating growth opportunities, valuations and acquisitions.
A&G Realty has serviced the nation's most recognizable retail
brands in healthy and distressed situations.  A&G Realty was
founded in 2012 and headquartered in New York with offices in
Chicago and Los Angeles.

                       About ALCO Stores

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

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

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

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

The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.  Michael Moore has been named consultant to
the Debtors.

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

The U.S. Trustee for Region 6 appointed seven creditors to serve
in the official committee of unsecured creditors of ALCO Stores,
Inc.  The Law Office of Judith W. Ross serves as local counsel to
the Committee.


ALCO STORES: U.S. Trustee Objects to Proposed Incentive Plan
------------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that the U.S. Trustee assigned to the Chapter 11 case of Alco
Stores Inc. objected to the proposed key employee incentive plan,
complaining that much of what the retailer seeks to "incentivize"
was already achieved when it got a so-called stalking horse bid
from the liquidators to conduct the store-closing sales.

As previously reported by The Troubled Company Reporter, Alco
Stores' incentive plan provides that employees and those part of
the company's management, including Chief Executive Officer Stan
Latacha, are entitled to share in a pool of funds equal to
$220,500 upon consummation of all "store closing" sales.  The
participants are entitled to share in a pool of funds equal to
$700,000 once a "going concern" sale is consummated.  Mr. Latacha
will receive $293,450.

According to the Bloomberg report, the U.S. Trustee pointed out
that in order to participate in the first bonus pool of $220,500,
the only stated performance benchmark is the conclusion of the
store-closing sales.  The U.S. Trustee added that the court should
consider whether it's appropriate to approve significant incentive
payments to insiders when hundreds, if not thousands, of employees
are losing their jobs as a result of Alco's business failure, the
Bloomberg report related.

                        About ALCO Stores

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

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

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

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

The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.  Michael Moore has been named consultant to
the Debtors.

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

The U.S. Trustee for Region 6 appointed seven creditors to serve
in the official committee of unsecured creditors of ALCO Stores,
Inc.  The Law Office of Judith W. Ross serves as local counsel to
the Committee.


ALCO STORES: Can Put Lease Rights and Owned Stores up for Sale
--------------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that Alco Stores Inc., the discount retailer which began going-
out-of-business sales last month, has the green light to auction
store leases and owned real estate.

As previously reported by The Troubled Company Reporter, Alco
Stores proposed to sell store leases and so-called designation
rights for 193 stores, allowing a buyer to take over specified
leases and pay the cost of curing defaults.

All bids are due Dec. 15, to be followed by an auction on Dec. 17
and a sale hearing the following day, the Bloomberg report
related.

                        About ALCO Stores

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

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

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

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

The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.  Michael Moore has been named consultant to
the Debtors.

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

The U.S. Trustee for Region 6 appointed seven creditors to serve
in the official committee of unsecured creditors of ALCO Stores,
Inc.  The Law Office of Judith W. Ross serves as local counsel to
the Committee.


AMERICAN EXPRESS: S&P Affirms 'BB+' Preferred Stock Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its long-term 'BBB+'
rating on American Express Co., its 'BBB-' rating on Discover
Financial Services, and its 'BBB-' rating on Synchrony Financial
after reviewing these companies based on its bank criteria.  The
stable outlooks on American Express and Synchrony Financial and
the positive outlook on Discover remain unchanged. Previously,
Standard & Poor's had analyzed these institutions under its
criteria for finance companies.  S&P decided to change the
criteria it uses to evaluate the companies because these
prudentially regulated institutions have evolved to become more
bank-like in their profile and are more readily analyzed in
comparison with banks, in S&P's view.

RATINGS LIST

Ratings Affirmed

American Express Co.
Counterparty Credit Rating             BBB+/Stable/A-2

American Express Bank FSB
American Express Overseas Credit Corp. Ltd.
American Express Credit Corp.
American Express Centurion Bank
Counterparty Credit Rating             A-/Stable/A-2

American Express Travel Related Services Co. Inc.
Counterparty Credit Rating             A-/Stable/--

American Express Co.
Senior Unsecured                       BBB+
Subordinated                           BBB
Preferred Stock                        BB+

American Express Bank FSB
Senior Unsecured                       A-

American Express Canada Credit Corp.
Senior Unsecured                       A-

American Express Centurion Bank
Senior Unsecured                       A-

American Express Credit Corp.
Senior Unsecured                       A-
Commercial Paper                       A-2

Discover Financial Services Inc.
Counterparty Credit Rating             BBB-/Positive/--
  Senior Unsecured                      BBB-
  Preferred Stock                       BB-

Discover Bank
Counterparty Credit Rating             BBB/Positive/--
Certificate Of Deposit
  Local Currency                        BBB
Senior Unsecured                       BBB
Subordinated                           BBB-

Synchrony Financial
Counterparty Credit Rating             BBB-/Stable/--
  Senior Unsecured                      BBB-


AMNEAL PHARMACEUTICALS: Moody's Hikes Corp. Family Rating to B1
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Amneal
Pharmaceuticals LLC, including the Corporate Family Rating to B1
from B2 and Probability of Default Rating to B1-PD from B2-PD.
Moody's also upgraded the rating on the company's $741 million
term loan -- which includes a proposed incremental $250 million
-- to B1. The proceeds of the incremental term loan will be used
to pay a dividend to shareholders and to pre-fund some capital
expenditures. Moody's also changed the outlook to stable from
positive.

Ratings upgraded:

  Corporate Family Rating, to B1 from B2

  Probability of Default Rating, to B1-PD from B2-PD

  Senior secured term loan, to B1 (LGD4) from B2 (LGD 4)

The outlook was changed to stable from positive.

Rating Rationale

The upgrade of the ratings reflects Amneal's very strong recent
performance and Moody's expectation that its extensive pipeline of
new products and heavy investment in R&D and manufacturing
capabilities will drive longer-term growth and strengthen its
competitive position.

The B1 Corporate Family Rating reflects Amneal's modest scale by
revenue in the highly competitive generic pharmaceutical industry.
The rating is also constrained by risks related to the very rapid
growth and the limited cash flow expected over the next couple of
years due to high expansion-related capital expenditures and
working capital investment as well as Amneal's high distributions
for shareholder taxes. The rating is also constrained by the
expectation that the company will continue to pay dividends to
shareholders from time to time.

The ratings are supported by Amneal's significant manufacturing
capacity in the US and India, its diverse dosage-form development
and manufacturing capabilities, including in-house active
pharmaceutical ingredient (API) production, as well as the
company's proven ability to launch and supply difficult-to-
manufacture products. The company has a significant portfolio of
new drugs on file with the FDA and in development that will drive
future growth. The ratings are also supported by the company's
strong quality track record and good liquidity. The B1 rating also
reflects Moody's expectations that, while the company will
continue to increase debt to pay shareholder dividends, it will do
so in a measured fashion such that leverage does not generally
exceed 4.0x. Pro forma for the contemplated shareholder dividend
Moody's estimates leverage will increase to approximately 3.7x,
but will decline rapidly due to EBITDA growth.

Though not anticipated in the near-term, Moody's could upgrade the
ratings if Amneal continues to expand revenue and EBITDA and
improve product diversity through successful execution of its
growth strategy. An upgrade could be considered if the company is
expected to maintain adjusted debt to EBITDA below 3.0 times and
generate free cash flow to debt of at least 10%.

The ratings could be downgraded if Moody's expects adjusted debt
to EBITDA to be sustained above 4.5x. This could occur from
acquisitions, shareholder dividends or operating disruption from
supply issues or difficulty in getting new products approved and
launched. The weakening of liquidity due to an overly aggressive
growth strategy could also lead to a downgrade.

Amneal Pharmaceuticals LLC, founded in 2002 and headquartered in
Bridgewater, NJ, is a generic pharmaceutical manufacturer with
facilities in New York, New Jersey, and India. The company
currently generates most of its revenue in the US but is actively
pursuing expansion into international generic markets. Amneal
recorded net revenue of $735 million for the twelve months ended
September 30, 2014. The company is majority owned by the founders
and principals of Amneal Pharmaceuticals and Tarsadia Investments.


ASR 2401: Dec. 8 Hearing Held on Use of Cash Collateral
-------------------------------------------------------
The Bankruptcy Court, according to courtroom minutes for the
hearing held Dec. 8, 2014, directed counsel for ASR Constructors,
Inc., et al., to file a proposed interim agreed order on use of
cash collateral.

The Court, in a previous order, approved the agreed second interim
order authorizing the Debtors, to (i) use cash collateral in which
noteholder JPMCC 2006-LDP7 Office 2401, LLC  asserts an interest;
and grant partial adequate protection.

The Debtor will use the cash collateral solely to pay the
expenses.  The Debtor will not, without prior written approval
from the Noteholder, make expenditures for any line item for an
amount that exceeds 110% of the budgeted amount for any particular
line item.

As partial adequate protection for the interests of the noteholder
in the real property, revenues, and cash collateral, the Debtor
will take these actions:

   a) the Debtor will earmark and allocate in the budget, but not
disburse until further order of the Court, funds for future
payment to noteholder in the amount of at least $74,973 per month
beginning with the month of October 2014 and monthly thereafter as
set forth in the budget; and

   b) as additional partial adequate protection of noteholder's
interests in, inter alia, the collateral, the cash collateral, and
any diminution in value thereof during the pendency of the cases,
and in consideration of Debtor's use thereof.

                     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.


ASR 2401: U.S. Trustee Unable to Form Official Committee
--------------------------------------------------------
The U.S. Trustee notified the Bankruptcy Court of its inability to
appoint an official committee of unsecured creditors in the
Chapter 11 case of ASR Constructors, Inc.

                      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.


AT-NET SERVICES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                     Case No.
      ------                                     --------
      AT-NET Services - Charlotte, Inc.          14-32047
      9625 Southern Pine Boulevard, Suite D
      Charlotte, NC 28273

      AT-NET Holdings, LLC                       14-32048
      9625 Southern Pine Boulevard, Suite D
      Charlotte, NC 28273

Chapter 11 Petition Date: December 8, 2014

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: Hon. Laura T. Beyer

Debtor's Counsel: Richard S. Wright, Esq.
                  MOON WRIGHT & HOUSTON, PLLC
                  227 W. Trade Street, Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 944-6564
                  Fax: (704) 944-0380
                  Email: rwright@mwhattorneys.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petitions were signed by David M. Berman, manager.

A list of AT-NET Services's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ncwb14-32047.pdf

A list of AT-NET Holdings's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/ncwb14-32048.pdf


BAKERS FOOTWEAR: Registration of Securities Revoked
---------------------------------------------------
The Initial Decision of an administrative law judge revoking the
registration of the registered securities of Bakers Footwear
Group, Inc. has become final, the U.S. Securities and Exchange
Commission has announced.

The revocation is based on the Company's failure to timely file
required periodic reports with the Commission.

Bakers Footwear is a dissolved Missouri corporation located in St.
Louis, Missouri, with a class of securities registered with the
Commission pursuant to Exchange Act Section 12(g). Bakers Footwear
is delinquent in its periodic filings with the Commission,
having not filed any periodic reports since it filed a Form 10-Q
for the period ended April 28, 2012, which reported a net loss of
$1,051,042 for the prior thirteen weeks. As of June 30, 2014, the
company?s stock (symbol BKRSQ) was quoted on OTC Link, had twelve
market makers, and was eligible for the "piggyback" exception of
Exchange Act Rule 15c2-11(f)(3). On October 3, 2012, the company
filed a Chapter 11 petition, which was subsequently converted to
Chapter 7, in the U.S. Bankruptcy Court for the Eastern District
of Missouri, and the case was still pending as of May 21, 2014.


BELMONT PARK: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: Belmont Park Owners Association, Inc.
        c/o Shawn Felts, President
        1404 Island Park Circle
        Suffolk, VA 23435

Case No.: 14-74431

Chapter 11 Petition Date: December 8, 2014

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

Debtor's Counsel: Kelly Megan Barnhart, Esq.
                  ROUSSOS, GLANZER & BARNHART, PLC
                  580 E. Main St., Ste. 300
                  Norfolk, VA 23510
                  Tel: 757-622-9005
                  Fax: 757-624-9257
                  Email: barnhart@rgblawfirm.com

                    - and -

                  Robert V. Roussos, Esq.
                  ROUSSOS, GLANZER & BARNHART, P.L.C.
                  580 E. Main Street, Suite 300
                  Norfolk, VA 23510
                  Tel: 757-622-9005
                  Fax: 757-624-9257
                  Email: roussos@rgblawfirm.com

Total Assets: $1.43 million

Total Liabilities: $246,892

The petition was signed by Shawn Felts, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb14-74431.pdf


BERNARD L. MADOFF: Ex-Operations Director Sentenced to 10 Years
---------------------------------------------------------------
Christopher M. Matthews, writing for The Wall Street Journal,
reported that Daniel Bonventre, one of Bernard Madoff's longtime
lieutenants, was sentenced to 10 years in prison for aiding one of
the largest financial frauds in U.S. history with "his meticulous
bookkeeping and averted eye."

According to the report, the prison term handed to Mr. Bonventre,
who headed Mr. Madoff's broker-dealer business for almost 40
years, is the longest sentence for a member of the fraudster's
inner circle, alongside the 10 years received by Peter Madoff,
Bernard's younger brother who pleaded guilty in 2012.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BIRMINGHAM COSMETIC: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Birmingham Cosmetic Surgery, P.L.L.C.
        30603 Southfield Road
        Southfield, MI 48076

Case No.: 14-58784

Nature of Business: Health Care

Chapter 11 Petition Date: December 8, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Mark A. Randon

Debtor's Counsel: Sonya N. Goll, Esq.
                  26100 American Drive, Suite 500
                  Southfield, MI 48034
                  Tel: (248) 354-7906
                  Fax: (248) 354-7907
                  Email: sgoll@sbplclaw.com

                    - and -

                  Ernest Hassan, Esq.
                  STEVENSON & BULLOCK, P.L.C.
                  26100 American Drive, Suite 500
                  Southfield, MI 48034
                  Tel: (248) 354-7906
                  Fax: (248) 354-7907
                  Email: ehassan@sbplclaw.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rouchdi Rifai, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb14-58784.pdf


BUILDING #19: Wants to Sell 1,706 Shares of Stock
-------------------------------------------------
Building #19, Inc., et al., ask the Bankruptcy Court for
authorization to sell 1,706 publicly traded shares of stock in
Prudential Financial, Inc., free and clear of liens, claims and
interests.  The Debtor proposes to sell the stock on the public
market at market rates.

The Debtors determined that the orderly sale of their inventory,
which was the Debtors' primary asset, was in the best interest of
their respective estates.  The Debtors continued operating until
they completed the orderly sale of their inventory and, on or
about Dec. 6, 2013, closed their retail operations.  Since ceasing
their retail operations, the Debtors have been winding down their
operations.

The Debtor has no need of the stock and its sale will generate
cash for the Debtor's estate.  The stock is publicly traded, and
its value is therefore known.

As of the date of the motion, the stock has a value of
approximately $144,000.

                     About Building #19, Inc.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Bankr. D. Mass.
Case No. 13-16429).  The other debtors are (a) Paperworks #19,
Inc., Case No. 13-16430; (b) Beth's Basics, Inc., Case No.
13-16433; (c) Furniture #19, Inc., Case No. 13-16431; (d) PB&J
Kids #19, Inc., Case No. 13-16434; and (e) Footwear #19 Plus, Inc.
Case No. 13-16432.

Donald Ethan Jeffery, Esq., and Harold B. Murphy, Esq., at Murphy
& King, Professional Corporation, in Boston, Massachusetts, serve
as the Debtors' bankruptcy counsel. The Tron Group, LLC, serve as
their financial advisers.

The U.S. Trustee for Region 1 appointed five members to the
official committee of unsecured creditors.  The Committee retained
Duane Morris LLP as its counsel.  Newburg & Company LLP is the
financial advisors to the Committee.


CALIFORNIA COMMUNITY: Dec. 10 Hearing on Cash Collateral Use
------------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on Dec. 10, 2014,
at 10:00 a.m., to consider California Community Collaborative
Inc.'s motion to use cash collateral consisting of rents collected
from tenants at its real property commonly known as 655 West 2nd
street, San Bernardino, California.

The Debtor would use the cash collateral to pay expenses incurred
in connection with the real property and the operation of its
business for the period Jan. 1, 2015, until April 30 2015, within
a 10% variance.

The space and rental property is under lease to the Judicial
Council of California, which operated the Child Support Division
of the Superior Court of the County of San Bernardino.  The gross
rent and the CAM charges due from the Judicial Council totals
$65.947 per month and the lease extends to February 2018.

The Debtor requested for authorization to make $29,321 adequate
protection payment for the interest of secured creditors; and
$31,500 to California Bank and Trust.

                    About California Community

California Community Collaborative, Inc., filed a Chapter 11
bankruptcy petition (Bankr. E.D. Cal. Case No. 14-26351) on
June 17, 2014.  Merrell G. Schexnydre, the company's president,
signed the petition.  The Debtor estimated assets of at least
$10 million and liabilities of $1 million to $10 million.  The
Debtor is represented by Meegan, Hanschu & Kassenbrock.  Judge
Christopher M. Klein presides over the case.


CALIFORNIA COMMUNITY: Receiver Balks at Plan Outline Approval
-------------------------------------------------------------
California Bank and Trust, as assignee of the Federal Deposit
Insurance Corporation as receiver for Vineyard Bank, is asking the
Bankruptcy Court to deny approval of the Amended Disclosure
Statement dated Sept. 12, 2014, as modified, explaining California
Community Collaborative, Inc.'s proposed Plan of Reorganization.

According to the Bank, among other things:

   1. the Debtor has been unable to secure tenants;

   2. the lease with the Mexican Consulate has not been signed;

   3. the Debtor's cash flow projections are hopeful guesses; and

   4. the Debtor has failed to timely propose a confirmable plan.

The Bank is beneficiary of a Deed of Trust and Assignment of rents
on the Debtor's primary asset, an improved parcel of commercial
real property located at 655 West Second Street, San Bernardino,
California securing indebtedness owed to the Bank by the Debtor
totaling $9,526,764 as of June 23, 2014.

As reported in the Troubled Company Reporter on Nov. 28, 2014,
the Bankruptcy Court continued until Dec. 10, 2014, at 10:00 a.m.,
the hearing to consider approval of the Disclosure Statement.

                        The Chapter 11 Plan

The Plan provides that the Debtor will deposit post-confirmation
rents into a specific Creditor Account and will make disbursements
to claim holders, including with priority the holders of claims
with a security interest in the rents, from that account.

To fund disbursements to claim holders under the Plan, the Debtor
is to continue to operate its business and to lease space at its
office building at 655 West 2nd Street, San Bernardino,
California, over a period of approximately three years following
the confirmation date, and is to use net rental income to fund
disbursements to claim holders under the Plan.  The Debtor will
sell or refinance the Real Property, and net proceeds after
payment of claims secured by the Real Property will be used to pay
in full all allowed claims secured by the Real Property and to
fund distributions under the Plan, including to the holders of
Class 4 allowed claims.  The disbursements will be completed by
Oct. 2017.

Under the Plan, priority unsecured claims are unimpaired and will
be paid in full with applicable post-petition interest, on or
before the effective date of the Plan.

The $147,389 in secured claim of San Bernardino County Tax
Collector will be paid in full with interest, while the
$9.53 million in secured claim of California Bank & Trust will
bear interest at the rate of 5.5% per year from the confirmation
date.  Up to the confirmation date, the Debtor must make adequate-
protection payments to the Bank.  Beginning Feb. 15, 2015, and the
15th day of each month thereafter until the claim is paid in full,
the the Debtor will pay the Bank the amount of $43,083.33
consisting of interest only on the claim.

As of the confirmation date, (i) the lease with the Judicial
Council of California will be deemed assumed, and the claim will
be unimpaired; (ii) the contract with Amtech Elevator Services
will be deemed assumed, and the Debtor will, within six months of
the effective date, cure all monetary and other defaults under the
lease existing as of the confirmation date; and (iii) the contract
with All American Alliance Guard Servs., Inc., will be deemed
assumed, and the claim will be unimpaired.

Claims of general unsecured creditors are to receive a
distribution of 100% of their allowed claims, with interest, to be
distributed through twice-annual disbursements over a period of no
more than approximately three years.

Equity interest holder Merrell Schexnydre will retain his interest
in the Debtor.

The Debtor will be authorized to maintain and conduct its normal
business post-confirmation.

A copy of the Disclosure Statement is available for free at:

                        http://is.gd/8e2JaE

                    About California Community

California Community Collaborative, Inc., filed a Chapter 11
bankruptcy petition (Bankr. E.D. Cal. Case No. 14-26351) on
June 17, 2014.  Merrell G. Schexnydre, the company's president,
signed the petition.  The Debtor estimated assets of at least
$10 million and liabilities of $1 million to $10 million.  The
Debtor is represented by Meegan, Hanschu & Kassenbrock.  Judge
Christopher M. Klein presides over the case.


CARAUSTAR INDUSTRIES: Moody's Confirms B2 CFR, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service confirmed all ratings of Caraustar
Industries Inc., including the B2 corporate family rating, the B2-
PD probability of default rating, the Ba2 rating on the ABL
revolving credit facility and the B2 rating on the first lien term
loan. The rating outlook is negative. The rating confirmation
concludes the review initiated on July 3, 2014 after the company
announced that it had entered into a definitive agreement to
acquire The Newark Group Inc.

The company is raising an add-on $395 million term loan to finance
the acquisition of the Newark Group after the transaction receives
regulatory approval. The company also expects to increase the size
of its revolver by $50 million to $100 million. Caraustar expects
the acquisition to close by the end of the first quarter 2015.

Moody's took the following rating actions for Caraustar
Industries, Inc.:

Confirmed B2 Corporate Family rating

Confirmed B2-PD Probability of Default rating

Confirmed Ba2, LGD 1 rating on $50 million (upsized to $100
million) senior secured ABL revolving facility due 05/01/2018

Confirmed B2, LGD 4 rating on $450 million (upsized to $845
million) senior secured term loan facility due 05/01/2019

The ratings outlook is negative.

Ratings Rationale

The B2 rating reflects the high leverage pro forma for the Newark
Group acquisition. Caraustar debt will nearly double following the
acquisition and it will have to realize significant synergies to
bring its leverage more in line with the rating and return its
margins to the pre-acquisition levels. Excluding synergies, pro
forma debt to EBITDA will rise to 6.4 times from 4.7 times in the
twelve months ended September 30, 2014. Including all of the
projected synergies, debt to EBITDA is 4.8 times in the twelve
months ended September 30, 2014. Both Newark and Caraustar
manufacture recycled paperboard, but Newark has lower margins than
Caraustar, which will initially pressure the margins of the
combined company. Caraustar expects to improve the margins by
undertaking headcount reduction, operational improvements at the
acquired mills and converting plant footprint rationalization. The
rating reflects significant integration risk related to the
acquisition, the company's limited product diversity as well as
exposure to the volatile recycled fiber and energy costs. The
combined company will increase its reliance on the cyclical
industrial end markets with GDP-type growth prospects.

The rating is supported by Caraustar's increased scale, geographic
footprint and market share pro forma for the acquisition. The
combination with Newark will increase Caraustar's sales to $1.28
billion from $745 million and increase its market share in the
uncoated recycled board (URB) segment. If approved by the
regulators, the Newark acquisition will make Caraustar the second
largest URB producer in North America. The company benefits from
vertical integration in the tube and core segment that supports
its EBITDA margins as well as from its recycling operation and
adequate liquidity.

The negative ratings outlook reflects Moody's expectations that
the debt/EBITDA metric will remain elevated over the next 12-18
months as the company integrates the Newark Group and achieves
synergies.

The ratings could be downgraded if operating environment
deteriorates and credit metrics do not improve as expected. The
ratings could be downgraded if the company fails to reduce
leverage below 6 times a year after the acquisition and takes
longer to achieve synergies. The rating could also be downgraded
if liquidity deteriorates or if the company undertakes another
significant debt-financed acquisition or dividend
recapitalization.

Given the pending acquisition and integration risks, an upgrade is
unlikely in the intermediate term. To achieve an upgrade, the
company needs to diversify its product portfolio, improve EBITDA
margins after the acquisition, reduce debt to EBITDA to 4.5 times
and improve retained cash flow to debt to 10%.

The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 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.

Headquartered in Austell, Georgia, Caraustar Industries, Inc. is
an integrated manufacturer of 100% recycled paperboard and
converted paperboard products. Caraustar serves the four principal
recycled boxboard product end-use markets: tubes and cores,
folding cartons, gypsum facing paper and specialty paperboard
products. The company has six uncoated recycled board (URB) mills,
one coated recycled board (CRB) mill, 29 tube and core converting
plants, and 8 folding carton converting plants. The company will
add six paper board mills and 15 converting plants if its
acquisition of the Newark Group receives regulatory approval.
Caraustar reported sales of $745 million in the twelve months
ended September 30, 2014 ($1.283 million pro forma for the Newark
Group). Caraustar is a portfolio company of H.I.G. Capital.


CARAUSTAR INDUSTRIES: S&P Affirms 'B+' CCR; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Austell, Ga.-based Caraustar Industries Inc. and
its 'B+' issue-level rating on the company's senior secured term
loan, which is being increased to $825 million outstanding from
$450 million via a $395 million "add-on" facility.  S&P also
removed the ratings from CreditWatch with negative implications,
where S&P had placed them on July 8, 2014. In addition, S&P
revised the recovery rating on the term loan to '3', indicating
that lenders can expect meaningful recovery (50%-70%) in the event
of a default, albeit at the low end of that range, from '4'.

At the same time, S&P affirmed its 'BB' issue-level rating on the
company's asset-backed credit facility, which Caraustar has
proposed to upsize to $100 million from $50 million.  The recovery
rating on the credit facility is '1', indicating very high (90% to
100%) recovery in the event of payment default.

The negative outlook reflects the integration risk exposure in
S&P's forecast as the company merges its operations and structure
with a sizable, established competitor, as well as S&P's
expectations that leverage will be in excess of 5x at the end of
fiscal 2015 as a result of the debt-financed acquisition.

S&P could consider a downgrade if the company materially
underperforms compared with its projections or fails to realize
expected synergies such that debt reduction is delayed and S&P
believes leverage will remain higher than 5x for a sustained
period.  Concerns regarding liquidity could also cause a rating
action, but S&P views this as unlikely.

S&P views an upgrade as unlikely at this time given the financial
sponsor ownership, which limits S&P's financial risk assessment to
highly leveraged under its criteria.  However, in the event that
the company outperforms S&P's forecast and uses a higher
proportion of cash flow to reduce leverage without accelerating a
dividend or further acquisitions, S&P could consider stabilizing
its outlook on the company.  In addition, were the sponsor to
reduce its ownership stake to below 40%, this may change S&P's
view of the company's financial risk profile.


CAROLINE WYLY: Court Approves $550K Fees, Living Expenses
---------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Barbara J. Houser in
Texas has approved more than $550,000 in living expenses and legal
costs for the widow of business tycoon Charles Wyly, as she and
brother-in-law Sam Wyly pursue Chapter 11 bankruptcies as leverage
to settle a looming tax bill and a $329 million claim from the
U.S. Securities and Exchange Commission.  According to the report,
Judge Houser's order covers living expenses for Caroline "Dee"
Wyly through the end of the year, including $185,000 in legal fees
in the SEC case and another $150,000 in living expenses.

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


CBD ENERGY: NASDAQ Delisting Appeal Hearing Scheduled for Jan. 8
----------------------------------------------------------------
CBD Energy Limited on Dec. 8 disclosed that it received a notice
letter from NASDAQ's Listing Qualifications Department stating
that, in light of the commencement of the voluntary administration
that was filed in Australia, unless the Company requests an appeal
of the determination described in the letter, trading of the
Company's common stock would be suspended and a filing would be
made by NASDAQ with the SEC to remove the Company's securities
from listing and registration on NASDAQ.  The Company has filed an
appeal of the delisting determination.  The appeal and hearing
request stays the suspension of the Company's securities and the
removal of the Company's securities from listing and registration
on NASDAQ pending the Hearing Panel's decision.  The hearing is
scheduled for January 8, 2015.

This determination of NASDAQ to issue the notice of delisting was
based on public interest concerns raised by the:

1) uncertainties regarding the viability and ongoing operational
and financial status of the Company in light of the appointment of
the Administrator;

2) likelihood that existing security holders will have little or
no equity interest in the Company upon conclusion of the
Administrator's work;

3) fact that, under Australian law, the Administrator is not
required to report to shareholders on the progress or outcome of
the VA and that shareholders do not have any opportunity to vote
on matters under the purview of the Administrator, including
management of the Company and disposition of assets; and

4) Company's ability to sustain compliance with all requirements
for continued listing on NASDAQ.

The continued listing criterion which the Company does not
currently meet is NASDAQ Listing Rule 5250(c)(1) -- the obligation
to timely file periodic financial reports with the SEC and, as a
result of the VA process.  As a Foreign Private Issuer, the
Company is required to file an Annual Report on Form 20-F with the
SEC within four months of the end of its fiscal year.  The Company
has not yet filed its financial report for 2014 fiscal year ended
June 30, 2014, and Form 20-F.  Consequently, the Company has been
in violation of this requirement since November 1, 2014.

                 About CBD Energy Limited (CBDE)

Established in 1989, CBD Energy Limited --
http://www.cbdenergy.com-- is a diversified renewable energy
company and a global leader in solar installations.  CBDE is
focused on the integration of residential solar, commercial and
industrial solar, small utility scale solar and wind projects, in
three principal markets -- Australia, the United Kingdom and the
United States.  CBDE markets its residential and commercial solar
installations under the name Westinghouse Solar, using the
WESTINGHOUSE(R) trademark pursuant to an exclusive, long-term
worldwide license.

Headquartered in Sydney, with principal regional offices in London
and New York, CBDE has completed projects across four continents
in Australia, Fiji, Germany, Italy, New Zealand, Thailand, the
United Kingdom and the United States. CBDE has installed more than
17,000 residential systems and developed large renewable energy
projects such as the 107MW wind farm in Taralga, NSW.


CHINOS INTERMEDIATE: Moody's Lowers Corp. Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service Chinos Intermediate Holdings A, Inc.'s
(indirect parent company of J. Crew Group, Inc. [together, "J.
Crew"]) Corporate Family Rating to B3 from B2, Probability of
Default Rating to B3-PD from B2-PD, and the rating on its PIK
toggle notes to Caa2 from Caa1. The SGL-1 Speculative Grade
Liquidity Rating is unchanged. Concurrently, Moody's downgraded J.
Crew Group's secured term loan to B2 from B1. The ratings outlook
is stable.

The downgrade to B3 reflects J. Crew's continued declining
earnings trend stemming from weak execution in a challenging
apparel retail environment, compounded by high promotional
activity, inventory markdowns and cost de-leveraging due to
weaker-than-expected sales. The company has meaningfully
underperformed since the November 2013 $500 million debt-financed
dividend, particularly within its J. Crew retail stores, resulting
in $684 million of impairment charges booked in its third quarter.
Year to date adjusted EBITDA (as defined by the company) declined
28% to $213.1 million, and EBITDA margin declined to 11.4% from
16.9% last year. As a result, lease-adjusted debt/EBITDA (using
Moody's standard analytic adjustments) has deteriorated to nearly
8 times from around 6.6 times at this point last year, and
interest coverage deteriorated to approximately 1.3 times.

The following ratings were downgraded:

Chinos Intermediate Holdings A, Inc.

Corporate Family Rating to B3 from B2

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

$500 million Senior PIK toggle notes due 2019 to Caa2 (LGD6)
from Caa1 (LGD 6)

J. Crew Group, Inc.

$1.57 billion term loan B due 2021 to B2 (LGD3) from B1 (LGD 3)

Ratings Rationale

J. Crew's B3 Corporate Family Rating reflects its high debt burden
with adjusted Debt/EBITDA near 8 times stemming from its 2011 LBO
and the company's aggressive financial policies evidenced by its
sizeable shareholder distributions in November 2013 (Approximately
$500 million, debt-financed) and December 2012 ($197.5 million,
funded with balance sheet cash). The rating is also constrained by
J. Crew's relatively small scale and high business risk as a
specialty apparel retailer, which exposes the company to potential
performance volatility as a result of fashion risk or changes in
consumer spending. The rating is supported by J. Crew's solid
merchandising skills as reflected by its historical track record
of sales and earnings growth, credible market position in the
highly fragmented specialty apparel retailing segment, very well
recognized lifestyle brand, and historically strong margins
relative to peers. The rating also reflects the company's very
good liquidity profile.

The continuation of J. Crew's SGL-1 Speculative Grade Liquidity
Rating reflects Moody's view that balance sheet cash and operating
cash flow should be more than sufficient to support cash flow
needs over the next twelve months. The company's maturity profile
is long-dated, with the nearest maturity being its ABL revolver
that comes due October 2017, and there are no financial
maintenance covenants.

The stable rating outlook reflects J. Crew's continued very good
overall liquidity profile, which provides cushion for the company
to take corrective action on inventory levels and continue to
invest for future growth.

Ratings could be lowered if negative trends persist, causing
further earnings erosion or deterioration in liquidity. Specific
metrics include free cash flow turning negative or interest
coverage (EBITA/Interest) falling below 1.0 time.

Ratings could be upgraded if J. Crew sustainably improves
performance and profitability such that debt/EBITDA approaches 6
times and interest coverage exceeded 1.75 times while maintaining
a very good liquidity profile.

Chinos Intermediate Holdings A, Inc. ("J.Crew") is the indirect
parent company of J. Crew Group Inc., a multi-channel retailer of
women's, men's and children's apparel, shoes and accessories. As
of December 4, 2014, the Company operated 364 retail stores
(including 281 J. Crew retail stores and 83 Madewell stores),
jcrew.com, jcrewfactory.com, the J. Crew catalog, madewell.com,
the Madewell catalog, and 138 factory stores. The company is owned
by TPG Capital, L.P. ("TPG"), Leonard Green & Partners, L.P.
("Leonard Green") and certain members of the executive management
team.

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.


CLEAREDGE POWER: Name Changed to CEP Reorganization, Inc., et al.
-----------------------------------------------------------------
U.S. Bankruptcy Judge Charles Novack authorized ClearEdge Power,
Inc., et al., to change their names to CEP Reorganization, Inc.;
CEP Reorganization LLC; and CEP Service Reorganization, LLC.

In this relation, all pleadings docketed and filed in the
bankruptcy case will be filed and docketed under the new names:

   -- CEP Reorganization, Inc., formerly known as ClearEdge Power,
Inc.;

   -- CEP Reorganization LLC, fka ClearEdge Power, LLC; and

   -- CEP Service Reorganization, LLP, fka ClearEdge Power
International Service, LLC.

In a separate order, Judge Novack entered an order transferring
the cases of Clearedge Power, Inc., et al., to the Oakland
Division effective Oct. 14, 2014.

According to the Debtor's case docket, the new case number is
14-44191.  All further pleadings for the case must be filed under
Case No. 14-44191 in the Oakland Division electronically
or in paper at 1300 Clay Street, Suite 300, Oakland, California.

                      About ClearEdge Power

Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.

Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications.  ClearEdge
bought United Technologies Corp.'s UTC Power division in late
2012.  ClearEdge sought bankruptcy protection just a week after
shutting operations.

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.  Insolvency Services Group, Inc., serves
as noticing and claims agent.

ClearEdge Power disclosed $31.3 million in assets and $67.4
million in liabilities as of the Chapter 11 filing.

Power Inc. estimated $100 million to $500 million in both assets
and debts.

The petitions were signed by David B. Wright, chief executive
officer.

On May 22, 2014, the U.S. Trustee for Region 17 appointed five
creditors to serve in the Committee.  The Committee has hired
Brown Rudnick as Counsel and Teneo Securities as financial
advisors.

The U.S. Bankruptcy Court in San Jose, California, on July 18,
2014, approved the sale of substantially all of the assets of the
Debtors to Doosan Corporation, a unit of Doosan Co. Ltd., of South
Korea.


CLIFFS NATURAL: Moody's Lowers Corporate Family Rating to Ba3
-------------------------------------------------------------
Moody's Investors Service downgraded Cliffs Natural Resources
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating to Ba3 and Ba3-PD respectively. At the same time the rating
on Cliffs' senior unsecured notes and senior unsecured shelf were
downgraded to B1 and (P) B1 respectively from Ba2 and (P)Ba2. The
outlook is negative. This concludes the review initiated on
October 17, 2014. The speculative liquidity rating remains
unchanged at SGL-3

Downgrades:

Issuer: Cliffs Natural Resources Inc.

Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD

Corporate Family Rating, Downgraded to Ba3 from Ba2

Multiple Seniority Shelf (Local Currency) Feb 11, 2016,
Downgraded to (P)B1, LGD4 from (P)Ba2, LGD4

Senior Unsecured Regular Bond/Debenture (Local Currency),
Downgraded to B1, LGD4 from Ba2, LGD4

Outlook Actions:

Issuer: Cliffs Natural Resources Inc.

Outlook, Changed To Negative

Ratings Rationale

The downgrade in the CFR to Ba3 reflects Cliffs' weak debt
protection metrics as evidenced by the EBIT/interest ratio of 1.1x
for the twelve months ended September 30, 2014 and increasing
leverage position. The downgrade also reflects Moody's
expectations as to the challenges and costs the company faces in
restructuring its business footprint to a US centric focus and
execution challenges on selling the balance of its US coal
operations, or returning them to a break even position at best,
and its Asia Pacific iron ore operations. The downgrade also
considers the high level of debt relative to the significantly
reduced asset base and contracting business footprint. The
significant drop in iron ore prices and expectation for continued
low prices through 2015 (current sensitivities are for a $75/MT -
$85/MT for 62% iron -- China) is also a factor although price
realizations at Cliffs' US iron ore operations (USIO) are not
directly correlated to movement in the seaborne market, the
company produces pellets, and the contract nature of this segment
provides better visibility as to future performance. Nonetheless,
Moody's expect metrics to remain stressed with leverage, as
measured by the debt/EBITDA ratio in the 5x -- 6x range (including
Moody's standard adjustments). Should seaborne prices remain below
$70/MT, leverage could be higher than 6x should the current debt
levels be maintained.

The downgrade of the senior unsecured notes to B1 reflects their
weaker position in the capital structure under Moody's Loss Given
Default Methodology following the granting of security to Cliffs'
$1.125 million credit facility, which includes a secured interest
in accounts receivable and inventory.

The Ba3 CFR considers Cliffs strong position in the US iron ore
market and its importance to the steel customers with which it
does business. While the structure of the contracts provides a
floor to price realizations in a downward trending iron ore price
environment of around $85/90 per ton according to the company's
IODEX price ($70/ton) sensitivities, earnings and metrics at these
levels would nonetheless be pressured.

From January through November 2014, average seaborne iron ore
prices collapsed by 43% to an average low in November of
approximately $73/metric ton (MT -- fines-62%Fe China) and
evidencing a continued downward trend. Given the slower steel
production growth rates in China (2.1% through October), and weak
expectations for 2015 production levels as indicated in the World
Steel Organizations October 2014 outlook publication, weakening
economic indicators in Europe, and continued delivery of increased
tons into an oversupplied iron ore market, Moody's see no catalyst
for meaningful improvement in seaborne iron ore prices, which are
currently fluctuating around $69/70MT. However the importance of
the contract based nature of Cliffs' USIO operations is evidenced
in that during the first nine months of 2014, the realized price
declined roughly 7.6% as compared with a seaborne price drop of
approximately 36%. The seaborne coking coal market faces
comparable pressures with the 4th quarter prices rolling over at
about $119/MT, relatively unchanged from the prior two quarters.
The roll over prices for the first quarter of 2015 are likely to
be no better with risk to the downside. However, Cliffs' is
looking to exit the coal business and has announced the sale of
its Logan County metallurgical coal assets for $175 million.

Cliffs' Asia Pacific operations and Eastern Canadian operations
are more exposed to price movements in the seaborne market.
Moody's expect operating earnings at the Asia Pacific operations
to be flat to modestly negative, but anticipate that this segment
will continue to be cash flow generative. As part of its strategic
refocusing, the company has announced that it is pursuing exit
options for the Eastern Canadian operations, which could include
the closure of Bloom Lake. While this would eliminate the ongoing
losses being experienced, closure costs are estimated to be in the
$650 million to $700 million range spread over a five year period.
A majority of these costs would relate to the take or pay contract
with the railroad for minimum shipment levels.

The SGL -- 3 speculative grade liquidity rating reflects Moody's
expectation for decreasing cash flow generation.

The negative outlook reflects the ongoing challenges facing Cliffs
as it seeks to implement its business restructuring plan and
return to its core US iron ore operations. The outlook also
captures the uncertainty relating to the outcome of the review of
exit options for the Eastern Canadian iron ore operations and
potential costs associated. Also captured in the outlook is the
potential for further deterioration in metrics should seaborne
prices be sustained below $70/MT notwithstanding the floor benefit
provided by the contracts in the USIO operations.

Ratings are unlikely to move up over the next twelve to eighteen
months. However, the ratings could be favorably impacted should
EBIT/interest be sustained at 4x, debt/EBITDA be sustained at no
more than 3.5x and (operating cash flow less dividends)/debt be at
least 25%. Downward rating movement could result should
EBIT/interest continue to be less than 3x, debt/EBITDA continue to
track at more than 4x and (operating cash flow less
dividends)/debt be less than 15%.

Headquartered in Cleveland, Ohio, Cliffs is the largest iron ore
producer in North America and is also involved in the
metallurgical coal business through its coking coal mining
complexes and to a lesser extent in thermal coal. In addition, the
company participates in the international iron ore markets through
its subsidiaries in Australia and Canada. For the twelve months
ended September 30, 2014, the company had revenues of $4.9
billion.

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


COMMUNITY HOME: Trustee Balks at WF's Bid for Stay Relief
---------------------------------------------------------
Kristina M. Johnson, Chapter 11 trustee of the estate of Community
Homes Financial Services, Inc., objected to the motion for relief
from the automatic stay filed by Wells Fargo Bank, N.A.

Among other things, the Trustee denies the allegations that Wells
Fargo is not being adequately protected, that that the property is
not necessary to effectuate the Debtor's reorganization, and that
it would be unfair and inequitable to delay the foreclosure by
Wells Fargo.

According to the Trustee, Wells Fargo has not presented any
evidence of the value of the subject property which would allow
the Trustee and the Court to determine whether or not there exists
any equity that may benefit the Debtor or, conversely, provide a
reason for Wells Fargo to request relief under Section 362(d)(2).

As reported in the Troubled Company Reporter on Nov. 27, 2014, the
property located in Cleveland, Ohio, is covered by a deed of trust
securing a promissory noted executed by a certain Vincent Flores,
Jr.  In May last year, Wells Fargo was assigned the beneficial
interest in the deed of trust.  Meanwhile, Community Home is a
junior lien holder on the property, court filings show.

Charles Frank Fair Barbour, Esq., at Bennett Lotterhos Sulser &
Wilson, P.A., in Jackson, Mississippi, said Wells Fargo "is not
adequately protected" and that the stay should be lifted so that
the bank can finally pursue a foreclosure sale of the property.

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as
Chapter 11 counsel.  Wells Marble was terminated Nov. 13, 2013.
The Debtor is now being represented by Derek A. Henderson, Esq.,
in Jackson, Miss.  In 2013, the Debtor sought to employ David
Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel.

On Jan. 9, 2014, Kristina M. Johnson was appointed as Chapter 11
Trustee for the Debtor.  Jones Walker LLP serves as counsel to the
Chapter 11 trustee, while Stephen Smith, C.P.A., acts as
accountant.

                         *     *     *

On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29,
2013.  In the first quarter of 2014, the Court entered an order
holding in abeyance the (i) confirmation of the Debtor's Chapter
11 Plan; and (ii) the objection and amended objection to the
confirmation of Plan pending further Court order.


CONTRA COSTA: S&P Raises Series 1999 TABs Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BB-' from
'B' on Contra Costa County Public Financing Authority, Calif.'s
senior series 1999 tax allocation bonds outstanding, issued for
the Contra Costa County Redevelopment Agency.  The outlook is
stable.

"The raised rating is based on our view of the recent assessed
value growth in the Bay Point project area, which we consider the
weakest of the underlying project areas, and on the improvement in
non-housing loan debt service coverage to 0.85x in fiscal 2015,
which we still consider insufficient regardless," said Standard &
Poor's credit analyst Sarah Sullivant.  "We consider the successor
agency's recent adequate cash and debt management and use of
unpledged resources to cover annual debt service requirements
without use of the debt service reserve fund as additional credit
strengths."

The rating also reflects what S&P considers the credit
characteristics of the weakest project area loan related to the
Bay Point project area, including:

   -- Insufficient 0.85x senior maximum annual debt service
      coverage from pledged revenues based on the fiscal 2015 tax
      base;

   -- A moderately high volatility ratio of 0.39, which suggests
      that even minor assessed value declines will likely have a
      proportionally larger effect on pledged revenues; and

   -- Moderately high taxpayer concentration.


COUNTRY STONE: Gets Final Approval of Financing Package
-------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that Country Stone Holdings Inc., a maker and processor of lawn
and garden products, obtained final authority to tap a financing
package from pre-bankruptcy secured lender First Midwest Bank.

As previously reported by The Troubled Company Reporter, First
Midwest agreed to extend up to $34 million in postpetition
financing, which accrues at prime rate plus 2.0%.  As of Oct. 22,
2014, the Debtors' outstanding amount owing under the First
Midwest loan agreement is $38,177,950.  The loans are secured by a
substantial portion of the Debtors' assets and are guaranteed by
non-debtors Bjustrom Bjustrom and Country Stone & Soil, Inc.

According to the Bloomberg report, the financing was approved over
objection from the Official Committee of Unsecured Creditors,
which also opposed the company's proposed sale-process dates,
saying the timeline created an "aggressive and rushed" attempt to
liquidate assets for the sole benefit of First Midwest.

                     About Country Stone

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

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

Country Stone listed $0 in assets and $45 million in liabilities.

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

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

                            *   *   *

The Debtors are currently proceeding with a Dec. 17, 2014 auction
for the sale of their assets, with Quikrete Holdings, Inc.,
serving as stalking horse bidder in the transaction.

The Debtors are liquidating their assets for the benefit of their
pre-bankruptcy secured lender First Midwest Bank.


CRGT INC: Moody's Assigns B3 CFR & Rates $100MM 1st Lien Debt B2
----------------------------------------------------------------
Moody's Investors Service has assigned initial ratings, including
a B3 Corporate Family Rating, to CRGT Inc. The rating outlook is
stable.

Ratings assigned, subject to review of final debt documentation:

  Corporate Family Rating, B3

  Probability of Default Rating, B3-PD

  $15 million first lien revolver due 2019, B2, LGD3

  $100 million first lien term loan due 2020, B2, LGD3

  Rating Outlook, Stable

Ratings Rationale

The B3 CFR recognizes CRGT's small revenue base, high expected
financial leverage, customer concentration and a challenging
federal services contracting environment, against the presence of
significant backlog and likelihood of gradual debt reduction as
restructuring/unusual costs subside near-term. Moody's estimates
an initial debt/EBITDA of 6x to 7x, and the ratio would be higher
without any one-time charges added back. Possessing a mix of time
& materials and fixed price contracts, CRGT's +30% gross profit
margin over the past few years represents a positive
differentiating consideration. However, other operating costs have
been high and contributed to operating losses. Lack of a favorable
earnings track record and only modest funds from operations are
tempering considerations. Acquisitions in 2012 more than doubled
revenues and broadened CRGT's revenue diversity. The acquisitions
added capabilities that should help the marketing effort.

CRGT's cash interest burden will rise through the transaction and
the degree of initial liquidity could become low if earnings face
pressure. Moody's expects that revenues will decline in 2014 and
initial covenant cushion of only 10%-12% is planned under the
maximum total leverage test.

The rating outlook is Stable owing to adequate liquidity which
gives the company maneuvering room to pursue its broad bid
pipeline and achieve higher cash flows. The planned $15 million
revolver will be undrawn and fully available at transaction close.
Scheduled annual term loan amortization will be just $1 million
until 2020.

Upward rating momentum would depend on good liquidity, lower
financial leverage, and demonstration of higher cash flow.
Debt/EBITDA of 5x and FCF/debt in the high single digit percentage
range would likely accompany a ratings upgrade. Downward rating
pressure would mount with backlog erosion, low funds from
operation or weaker liquidity. Until demonstration of better funds
from operation, limited capacity within the rating for debt-funded
acquisitions will exist.

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.

CRGT, Inc., headquartered in Reston, Virginia, is a provider of
custom software development, data analytics, and other technology
services to US government customers. Pro forma for the pending
acquisition, the company will be majority-owned by entities of
Bridge Growth Partners.


DAHL'S FOODS: Can Proceed with January 19 Auction
-------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that Dahl's Foods, a chain of 10 full-line grocery stores around
Des Moines, Iowa, will go to auction on Jan. 19 if there's an
offer to top the so-called stalking horse bid of primary lender
and supplier Associated Wholesale Grocers Inc.

According to the report, competing bids are due Jan. 12 and the
sale-approval hearing is set for Jan. 30.  Dahl's filed a Chapter
11 petition in early November with an offer from AWG to buy most
of its assets for a base purchase price of $4.8 million, subject
to specified adjustments, the report related.

                         About Dahl's Foods

Dahl's Foods owns and operates 10 full-line grocery stores in and
around the Des Moines, Iowa area.  Since the 1970s, Dahl's has
been employee owned pursuant to an ESOP with 97% of the ownership
held by the ESOP.  The remaining 3% is owned by certain past and
present members of management and other former employees.
Individual grocery store square footage ranges from 28,820 to
70,000 and averages 55,188.  Dahl's employs over 950 people.  For
the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8
million.

Foods, Inc. dba Dahl's Foods, Dahl's Food Mart, Inc., and Dahl's
Holdings I, LLC, sought bankruptcy protection (Bankr. S.D. Iowa
Lead Case No. 14-02689) in Des Moines, Iowa on Nov. 9, 2014, with
a deal to sell to Associated Wholesale Grocers Inc. for
$4.8 million.

The Debtors have tapped Bradshaw, Fowler, Proctor & Fairgrave,
P.C., as bankruptcy counsel, Crowe & Dunlevy, P.C., as special
reorganization and conflicts counsel, and The Food Partners, LLC,
as financial advisor and investment banker.

Associated Wholesale Grocers, Inc., the Debtors' prepetition
lender, committed to provide a senior secured, super-priority term
credit facility of up to $6,649,623.  As of the Petition Date,
Debtors owe AWG the aggregate amount of approximately $3.2
million.  AWG is represented by Christopher J. Rockers, Esq., at
Husch Blackwell LLP, in Kansas City, Missouri.

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


DANA HOLDING: Moody's Assigns B2 Rating on New $425MM Sr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Dana Holding
Corporation's proposed $425 million of senior unsecured notes. The
proceeds from the proposed note are expected to be used in the
company's announced tender offer of up to $360 million of its
6.50% Notes due 2019, to redeem $40 million aggregate principal
amount of the 2019 Notes, to pay related fees and expenses and for
general corporate purposes. The transaction is expected to push
out related debt maturities to 2024 from 2019 and reduce related
interest costs. In a related action, Moody's affirmed Dana's
Corporate Family and Probability of Default Ratings at Ba3 and
Ba3-PD, respectively, and affirmed the ratings of the existing
senior unsecured notes at B2. The Speculative Grade Liquidity
Rating is SGL-2. The rating outlook is stable.

The following rating was assigned:

  $425 million senior unsecured notes due 2024, at B2 (LGD5).

The following ratings were affirmed:

  Corporate Family Rating, at Ba3;

  Probability of Default Rating, at Ba3-PD;

  6.5% Senior unsecured notes due 2019, at B2 (LGD5),

  (this rating will be withdrawn upon repayment);

  6.75% Senior unsecured notes due 2021, at B2 (LGD5),

  5.375% Senior unsecured notes due 2021, at B2 (LGD5),

  6% Senior unsecured notes due 2023, at B2 (LGD5),

  Speculative Grade Liquidity Rating, at SGL-2.

Ratings Rationale

Dana's Ba3 Corporate Family Rating incorporates the company's
demonstrated ability to manage operations to gradually improve
margins despite softness in certain of the company's markets over
the recent year. The company's focus on cost controls, evidenced
thorough various profit improvement actions, continue to support
the Ba3. For the LTM period ending September 30, 2014, Dana's
Debt/EBITDA (inclusive of Moody's standard adjustments)
approximated 3.2x while EBITA/Interest approximated 3.3x. Dana's
leadership position in and exposure to diverse end markets also
provides some support for rating. Global light vehicle sales
growth should slow somewhat to around 3% in 2015, and Dana is well
positioned to participate in the sound market. Nonetheless, while
Moody's forecast growth in the North American automotive market
and stability in the Western European automotive market, Dana is
expected to continue to face challenging conditions in certain of
its off-highway heavy-duty truck markets, and in South America due
to macroeconomic conditions which could weigh on the top line.
Moody's do expect Dana to be free cash flow positive. Dana has
also demonstrated a balanced shareholder return policy while
maintaining strong cash balances.

Dana is expected to maintain a good liquidity profile, reflected
by the SGL-2 Speculative Grade Liquidity Rating, over the
intermediate-term supported by significant cash on hand and the
expectation of continued positive free cash flow generation. As of
September 30, 2014, Dana maintained cash balances of approximately
$1.1 billion along with $169 million of marketable securities.
About $136 million of the cash amount is considered restricted.
Despite continued softness in certain of Dana's market segments,
the company is expected to continue to generate positive free cash
flow over the near-term. Liquidity is also supported by a $500
million ABL revolving credit facility maturing in 2018. As of
September 30, 2014, the facility was undrawn with $43 million of
letters of credit outstanding, resulting in $326 million of
availability after considering borrowing base limitations. Moody's
expects that Dana will continue to manage its dividend policy and
share repurchase program to preserve financial flexibility over
the intermediate-term.

Factors that could lead to a higher outlook or ratings include
sustained revenue growth leading to improved operating
performance, generating EBITA/interest coverage consistently over
3.5x, debt/EBITDA of 3.0x or lower, and consistent positive free
cash flow generation, while maintaining a good liquidity profile.

Future events that have potential to drive Dana's outlook or
ratings lower include the inability to win new contracts,
production volume declines at the company's OEM customers, or
material increases in raw materials costs that cannot be passed on
to customers or mitigated by restructuring efforts resulting in
EBITA/interest coverage approaching 2.0x, or debt/EBITDA over
4.0x. Other developments that could lead to a lower outlook or
ratings include deteriorating liquidity or additional aggressive
shareholder return policies resulting increased leverage.

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.

Dana, headquartered in Maumee, Ohio, is a world leader in the
supply of axles, driveshafts, sealing, thermal management
products, as well as genuine service parts. The customer base
includes virtually every major vehicle manufacturer in the global
automotive, commercial vehicle, and off-highway markets. The
company employs approximately 23,000 people in 26 countries.
Revenues in 2013 were about $6.8 billion.


DEALER TIRE: Moody's Assigns B2 CFR & Rates $615MM Sec. Debt B2
---------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Dealer
Tire, LLC, including a Corporate Family Rating (CFR) and a
Probability of Default Rating at B2, and B3-PD, respectively. In a
related action, Moody's assigned a B2 rating to the company's
proposed $100 million senior secured revolving credit facility,
and a B2 rating to its proposed $615 million senior secured term
loan facility. Proceeds from the funded term loan along with new
equity from affiliates of Lindsay Goldberg will be used to fund
the purchase of a majority interest in Dealer Tire, refinance
existing debt, and pay related fees and expenses. The rating
outlook is stable.

Moody's assigned the following ratings to Dealer Tire, LLC:

  Corporate Family Rating, B2;

  Probability of Default, B3-PD;

  $100 million senior secured revolving credit facility, B2
  (LGD3);

  $615 million senior secured term loan facility, B2 (LGD3);

Outlook: Stable

Ratings Rationale

Dealer Tire's B2 CFR reflects the company's high leverage and
moderate scale, balanced by the company's good competitive
position within the dealer channel of the replacement tire market
and strong pro forma interest coverage. Dealer Tire's pro forma
year-end 2014 Debt/EBITDA is estimated to approximate 5.5x
(including Moody's standard adjustments) and excluding certain
management adjustments, limiting its financial flexibility to
manage variations in replacement tire demand that is moderately
cyclical. In addition Moody's views the company's revenues to be
modest relative to competing suppliers that have greater scale and
broader distribution channels in the replacement tire market.
Dealer Tire's operations are also weighed by a high degree of
concentration with the top five customers representing about 63.6%
of total revenues for 2013 and the top three tire suppliers
accounting for 61% of purchases in 2013. These exposures create
vulnerability to customer or supplier losses, shifts in client
purchasing strategies, and pricing pressure.

Dealer Tire has demonstrated strong growth over the recent years
building on its strategy as sole source replacement tire supplier
to dealers electing to participate in programs sponsored by
certain automotive original equipment manufacturers (OEMs) in the
U.S. and Canada. Through this relationship, automotive dealerships
are trained to develop replacement tire sales strategies and
source products from Dealer Tire through a seamless OEM ordering
and inventory management system. Management believes that a major
factor in the company's growth is the desire for dealerships and
OEMs to maintain a strong commercial relationship in addition to
creating greater sales opportunities for the dealership. According
to Modern Tire Dealer, the dealership channel share of the
replacement tire market has grown from 1.0% to 7.5%, between 1990
and 2013. Management also estimates that Dealer Tire has about 52%
of the dealership channel of the replacement tire market. Moody's
believes that this represents a strong presence in a niche but
growing segment of the replacement tire market that supports
future growth and limits downside risk over the next 2-3 years.

The stable rating outlook reflects Moody's expectation that Dealer
Tire will maintain Debt/EBITDA in a mid to low 5x range credit
metric over the intermediate-term supported by earnings growth,
positive free cash flow, and a good liquidity profile.

Dealer Tire is expected to have a good liquidity profile over the
near-term supported by $10 - $20 million of free cash flow over
the near-term and availability under a $100 million revolving
credit facility. While Dealer Tire is anticipated to have a
nominal amount of cash on hand upon completion of the proposed
transactions, the undrawn five-year revolver provides ample
availability to support intra-month working capital swings and
other liquidity needs. Moody's expects Dealer Tire to generate
positive free cash flow over the near-term. The financial
maintenance covenant under senior secured credit facilities is
expected to be a maximum total net leverage ratio test with ample
cushion to support operations.

A higher rating could be supported by the application of free cash
flow towards debt reduction, while maintaining a good liquidity
profile. The ratings could improve if the company's growth and
profit levels continue to support a net after tax-profit return on
assets (ROA) above 5%, (EBITDA -- capex)/interest coverage
approaching 4x, and Debt/EBITDA approaching 4x.

The rating could be lowered if Dealer Tire loses market share
within the dealership channel of the replacement tire market or if
profitability weakens. A lower rating could arise if profitability
deteriorates resulting in ROA below 2%, (EBITDA --
CapEx)/interest coverage is maintained below 2.5x, or if debt/
EBITDA is maintained above 5.5x. A deterioration in liquidity or a
financial policy that is focused on shareholder distributions
rather than debt reduction could also lower the company's rating.

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.

Dealer Tire, LLC, headquartered in Cleveland, Ohio, is primarily
engaged in the business of distributing replacement tires through
alliance relationships with automobile OEMs and their dealership
networks in the U.S. and Canada. The company also provides
warranty processing billing services, logistics services,
marketing programs, and training for its customers. Dealer Tire
operates out of 42 leased facilities throughout the U.S. and
Canada.


DEB STORES: Meeting to Form Creditors' Panel Set for Dec. 12
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Dec. 12, 2014, at 10:00 a.m. in
the bankruptcy case of DEB Stores Holding LLC and its debtor
affiliates.

The meeting will be held at:

         The DoubleTree Hotel Wilmington
         700 King Street, Salon C
         Wilmington DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                         About DEB Stores

Based in Philadelphia, Pennsylvania, Deb Stores Holding LLC is a
small-based retailer in the juniors "fast-fashion" specialty
sector that operates under the name "DEB" and offers moderately
priced, fashionable, coordinated women's sportswear, dresses,
coats, lingerie, accessories and shoes for junior and plus sizes.

Deb Stores and seven of its affiliates filed for bankruptcy on
Dec. 4, 2014 (Bankr. Del., Case No. 14-12676).  They posted $90.5
million in assets and $120.1 million in debt as of Dec. 31, 2013.
The petition was signed by Chief Executive Officer Dawn Robertson.
Judge Mary Walrath presides over the case.

Laura Davis Jones, Esq., Peter J. Keane, Esq., and Joshua M.
Fried, Esq., of Pachulski Stang Ziehl & Jones LLP represent the
Debtors.


DELIA*S INC: Files for Ch. 11 to Liquidate 92 Stores
----------------------------------------------------
DELIA*S INC., unable to find a going-concern buyer for its 92
stores, has sought bankruptcy protection with a deal for Gordon
Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC,
to launch going-out-of-business sales, unless a better offer is
submitted in bankruptcy court.

Edward Brennan, DELIA*S CFO, explained in a court filing that
starting in 2013, the Company's revenue and profitability declined
due to several factors, including the extremely competitive market
for teenage girls' and young women's apparel and still struggling
national economy.  For the fiscal year ended 2013, the loss before
income taxes was $57 million.

In response, the Company undertook numerous initiatives, including
closing of 14 stores in the past twenty 20 months and an
additional three stores in January 2015.  Additionally, the
Company has reduced its catalog circulation by 27% in 2014 as
compared to 2013.

On Aug. 28, 2014, the Company retained Janney Montgomery Scott,
LLC to explore sources of additional funding and a potential sale.
Janney contacted over 70 potential purchasers, the company talked
to five potential buyers, but the company did not receive any bids
by the Nov. 25, 2014 deadline.

In September 2014, the Company retained Clear Thinking Group LLC
as financial advisor to the Company.  In November, Clear Thinking
solicited bids from national liquidation firms to serve as the
Company's exclusive agent in connection with the liquidation of
the merchandise and owned furniture, fixtures and equipment
located at the Company's retail store locations and e-commerce
platform by means of store closings or similar themed sales.  The
Company received three competing bids and determined that a joint
venture composed of Gordon Brothers Retail Partners, LLC and Hilco
Merchant Resources, LLC, should serve as the Company's exclusive
liquidating agent for the sales.

The Debtors expect $22.9 million in cash receipts and $6.64
million in disbursements in the first 30 days of the case.
Payments to employees in the next 30 days will total $1.95
million.

                         Agency Agreement

On Dec. 4, 2014, the Debtors entered into an agency agreement with
Gordon/Hilco to, among other things, liquidate all merchandise
owned by the Debtors and to dispose of certain furnishings, trade
fixtures, equipment and improvements to real property with respect
to the Debtors' stores.

The Debtors have filed a motion to, among other related relief,
assume the Agency Agreement, authorize the Debtors to conduct
store closures and sell all of their inventory, and authorize the
Liquidating Agent to conduct store closing sales and going out of
business sales of the Debtors' assets located in their retail
stores and the inventory in a distribution center for their direct
platform business.

The Debtors say the store closing sales had to commence
immediately in order to take advantage of the critically short
holiday season.

According to Mr. Brennan, not taking advantage of the holiday
season and waiting until January to begin the Store Closing Sales
would have resulted in a significantly reduced recovery to the
Debtors for the Total Inventory.

Gordon/Hilco has agreed to a guaranteed amount of 91% of the cost
value of the total inventory to be sold which is based on the
amount of inventory.  The sooner the Debtors are able to assume
the Agency Agreement, the larger the guaranteed amount will be
payable to the Debtors.

                   Prepetition Capital Structure

DELIA*S INC. and certain of its subsidiaries, as borrowers are
parties to a credit agreement dated as of June 14, 2013, as a
lender and as agent, of which $18.5 million is outstanding as of
the Petition Date.

On June 14, 2013, the Company and certain of its wholly-owned
subsidiaries entered into a Letter of Credit Agreement with GE
Capital, of which $7.7 million is outstanding as of the Petition
Date.

As of the Petition Date, 77 million shares of dELiA*s common stock
were outstanding.  On Feb. 18, 2014, the Company sold and issued
(i) 199,834 shares of series B preferred stock for an aggregate
purchase price of $19,983,400, and (ii) an aggregate of
$24,116,600 in principal amount of notes.

                         First Day Motions

The Debtors immediately filed motions to, among other things:

   i. jointly administer their Chapter 11 cases;

  ii. extend the time to file their schedules of assets and
liabilities and statements of financial affairs;

iii. appoint Prime Clerk LLC as claims and noticing agent;

  iv. continue using their cash management system;

   v. pay prepetition wages, compensation, and employee benefits;

  vi. prohibit utilities from discontinuing service;

vii. maintain existing insurance policies;

viii. pay $535,000 in prepetition sales and use taxes;

  ix. pay $350,000 in prepetition shipping and delivery charges;

   x. continue certain customer practices; and

  xi. sell certain assets through store closing sales.

The Debtors are also seeking approval to obtain DIP financing of
up to $20 million.

Additionally, the Debtors anticipate filing at the outset of the
Chapter 11 cases, among other things, applications seeking
authorization for the Debtors to retain certain professionals in
connection with the Chapter 11 cases and a motion to establish
interim compensation procedures for such professionals.

A copy of the affidavit in support of the first-day motions is
available for free at:

     http://bankrupt.com/misc/Delias_1st_Day_Affidavit.pdf

                        About DELIA*S INC.

Launched in 1993, DELIA*S INC., is a retailer which sells apparel,
accessories, footwear, and cosmetics marketed primarily to teenage
girls and young women.  The dELiA*s brand products are sold
through the Company's mall-based retail stores, direct mail
catalogs and e-commerce Web sites.  As of the bankruptcy filing,
dELiA*s owns and operates 92 stores in 29 states.

On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed
a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y.).  The Debtors have
requested that their cases be jointly administered under Case No.
14-23678.

The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking
Group LLC, as restructuring advisor, Janney Montgomery Scott LLC,
as investment banker, and Prime Clerk LLC as claims agent.

As of the Petition Date, the Debtors had $47 million in total
assets and $50.5 million in liabilities.


DELIA*S INC: Seeks to Assume Agency Agreement With Gordon & Hilco
-----------------------------------------------------------------
DELIA*S INC., seeks approval from the Bankruptcy Court to assume
an agency agreement where Gordon Retail Partners, LLC and Hilco
Merchant Resources, LLC, has agreed to conduct store closings and
going out of business sales.

The Debtors are asking the Bankruptcy Court to schedule an interim
hearing on or before Dec. 12, 2014 and a final hearing on or prior
to Dec. 24.

The Debtors determined that it was critical to commence the Store
closing sales as soon as possible to take advantage of the
upcoming holiday shopping season.  In addition, the sooner the
Debtors commenced liquidating the store inventory, the sooner they
would be able to reject the corresponding leases, eliminating
significant expenses, and in turn maximizing value and possibly
providing some recovery to their unsecured creditors.

The Debtors have consulted with Salus Capital Partners, LLC, as
administrative and collateral agent and as lender.  With the
exception of three stores, Salus holds a first lien on
substantially all of the assets of the Debtors.

The terms of the Agency Agreement are:

   -- Provided the Court's approval order is entered no later than
Dec. 24, 2014, Gordon/Hilco guarantees that the Debtors will
receive an amount equal to 91 percent of the aggregate cost value
of merchandise.  The guaranteed amount will decrease daily if the
interim order is not entered by Dec. 12, 2014.

   -- Subject to the entry of the approval order by Dec. 24, 2014,
Gordon/Hilco will be unconditionally responsible for all expenses.

   -- The sale commenced on Dec. 4, 2014.  Gordon/Hilco will
complete the sale and vacate the premises of each store and the
Direct Business Platform in favor of the Debtors on or before the
date that is the earlier of (i) April 15, 2015; and (ii) the date
that is 120 twenty days after entry of an order for relief in the
Debtors' bankruptcy cases.

   -- During the period between the Sale Commencement Date and the
date that is 30 days after entry of the Approval Order,
Gordon/Hilco will accept the Debtors' gift cards.

                        About DELIA*S INC.

Launched in 1993, DELIA*S INC., is a retailer which sells apparel,
accessories, footwear, and cosmetics marketed primarily to teenage
girls and young women.  The dELiA*s brand products are sold
through the Company's mall-based retail stores, direct mail
catalogs and e-commerce Web sites.

On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed
a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y.).  The Debtors have
requested that their cases be jointly administered under Case No.
14-23678.

As of the bankruptcy filing, dELiA*s owns and operates 92 stores
in 29 states.

The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking
Group LLC, as restructuring advisor, Janney Montgomery Scott LLC,
as investment banker, and Prime Clerk LLC as claims agent.

As of the Petition Date, the Debtors had $47 million in total
assets and $50.5 million in liabilities.

The Debtors have sought court approval of a deal for Gordon
Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC,
to launch going-out-of-business sales.


DELIA*S INC: Asks for Extension of Schedules Deadline
-----------------------------------------------------
DELIA*S INC., and its subsidiaries ask the Bankruptcy Court to
extend the deadline to file its schedules of assets and
liabilities and statements of financial affairs until the date
that is three days before the date on which the U.S. Trustee holds
a meeting of creditors under section 341 of the Bankruptcy Code,
without prejudice to the Debtors' ability to request additional
time should it become necessary.  The scope and complexity of the
Debtors' businesses, coupled with the limited time and resources
available to the Debtors to marshal the required information,
necessitate an extension of the deadline to file the Schedules and
SOFAs.

                        About DELIA*S INC.

Launched in 1993, DELIA*S INC., is a retailer which sells apparel,
accessories, footwear, and cosmetics marketed primarily to teenage
girls and young women.  The dELiA*s brand products are sold
through the Company's mall-based retail stores, direct mail
catalogs and e-commerce Web sites.

On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed
a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y.).  The Debtors have
requested that their cases be jointly administered under Case No.
14-23678.

As of the bankruptcy filing, dELiA*s owns and operates 92 stores
in 29 states.

The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking
Group LLC, as restructuring advisor, Janney Montgomery Scott LLC,
as investment banker, and Prime Clerk LLC as claims agent.

As of the Petition Date, the Debtors had $47 million in total
assets and $50.5 million in liabilities.

The Debtors have sought court approval of a deal for Gordon
Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC,
to launch going-out-of-business sales.


DESERT CAPITAL: Registration of Securities Revoked
--------------------------------------------------
The Initial Decision of an administrative law judge revoking the
registration of the registered securities of Desert Capital REIT,
Inc., has become final, according to a notice by the U.S.
Securities and Exchange Commission.  The revocation is based on
the Company's failure to timely file required periodic reports
with the Commission.

Desert Capital REIT is a forfeited Maryland corporation located in
Henderson, Nevada, with a class of securities registered with the
Commission pursuant to Exchange Act Section 12(g). Desert Capital
REIT is delinquent in its periodic filings with the Commission,
having not filed any periodic reports since it filed a Form 10-Q
for the period ended May 31, 2011, which reported a net loss of
$1,975,000 for the prior three months. On April 29, 2011, an
involuntary Chapter 11 petition was filed against the company in
the U.S. Bankruptcy Court for the District of Nevada, and the case
was still pending as of April 24, 2014.


DETROIT, MI: Jones Day's Billings Included Florida Travel
---------------------------------------------------------
Law360 reported that fee records from Detroit's extensive and
complex bankruptcy show that the city was billed various times for
a top Jones Day partner's travel to and from Florida, reportedly
the location of his second home.

According to the report, bankruptcy partner David Heiman, Esq. --
dgheiman@jonesday.com -- ordinarily traveled to Detroit from
Cleveland, but occasionally Heiman headed for Ft. Myers, Florida,
including around the holidays in 2013.  The trip duration was the
same either way, about two and a half hours from Detroit, the
report said, citing the billing records.

                   About the City of Detroit

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

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

                           *     *     *

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

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


DIGITAL DOMAIN: Court Approves Panel, Siemens Compromise
--------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court has
approved the settlement between Digital Domain Media Group's
Official Committee of Unsecured Creditors and Siemens Industry
Inc. and Premium Assignment Corporation II, which are preference
action defendants.

As previously reported by the TCR, the Committee seeks to avoid
and recover from Siemens Industry a preferential transfer in the
aggregate amount of not less than $15,150 and from PAC certain
preferential transfers in the aggregate amount of not less than
$29,653.

According to the BData report, the parties said continuing with
the pending litigation could be very costly and deplete the
remaining resources available for distribution to creditors
without any guarantee of any recovery, but approval of the
Settlement Agreements will allow the Debtors to pay administrative
expenses.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The Company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DIOCESE OF HELENA: Jan. 14 Hearing on Settlement With Insurers
--------------------------------------------------------------
The Roman Catholic Bishop of Helena, Montana asks the Bankruptcy
Court for the District of Montana to approve a Settlement
Agreement with certain insurers, which deal includes the sale by
the Debtor of all insurance policies allegedly issued by the
Settling Insurers back to the Settling Insurers free and clear of
liens, claims, encumbrances, and other interests.

The Motion seeks, among other things, an order of the Court,
pursuant to 11 U.S.C. Sections 105(a) and 363 and FRBP 6004 and
9019, approving a settlement, release, and compromise of all
claims as more fully described in the Settlement Agreement.

If the Motion is approved, the Debtor will sell, and Settling
Insurers will purchase, the insurance policies described more
particularly in the Settlement Agreement, free and clear of all
liens, claims, encumbrances, and other interest for the aggregate
amount of $10,901,500 as follows:

     (a) $487,500 by American Home;

     (b) $3,800,000 by Catholic Mutual;

     (c) $4,000,000 by Fireman's Fund;

     (d) $500,000 by MIGA;

     (e) $114,000 by OneBeacon; and

     (f) $2,000,000 by Travelers,

to be paid to a trust to be established under a plan of
reorganization as to the Debtor in which all Tort Claims (as
specifically defined in the Settlement Agreement) will be
channeled as the sole and exclusive source of payment of any such
claims against the Debtor or Settling Insurers The Settlement
Agreement is conditioned on Confirmation of a Plan of
Reorganization incorporating its terms.

IN ADDITION, THE MOTION SEEKS A RULING THAT SETTLING INSURERS ARE
ENTITLED TO THE BENEFIT OF AN INJUNCTION, PERMANENTLY BARRING ALL
CLAIMS BY ANY PERSON OR ENTITY AGAINST SETTLING INSURERS AND
CERTAIN RELATED ENTITIES (THE "INSURANCE PARTIES," AS SPECIFICALLY
DEFINED IN THE SETTLEMENT AGREEMENT) RELATING TO (A) POLICES
ISSUED OR ALLEGEDLY ISSUED TO THE DEBTOR OR (B) "TORT CLAIMS" (AS
SPECIFICALLY DEFINED IN THE SETTLEMENT AGREEMENT, WHICH INCLUDES
CLAIMS RELATED TO SEXUAL OR CORPORAL ABUSE), AS PART OF THE
DEBTOR'S CONTEMPLATED PLAN OF REORGANIZATION, THE CONFIRMATION OF
WHICH IS A CONDITION OF THE SETTLEMENT AGREEMENT.

Objections to the Motion or the sale of the insurance policies
must be filed and served on Bruce Anderson, counsel to the Debtor,
at Elsaesser Jarzabek Anderson Elliott & Macdonald, Chtd., 320
East Neider Avenue, Suite 102, Coeur d'Alene, ID 83815, no later
than December 31, 2014.

A hearing is set for January 14, 2015 at 9:00 a.m., at the Russell
E. Smith Federal Bldg., 201 East Broadway Street, Courtroom 200A,
Missoula, MT 59802.  If no objections are filed the Debtor may
seek entry of an order approving the Motion without further notice
or hearing.

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor.  Gough, Shanahan, Johnson &
Waterman PLLP has been tapped as special counsel to provide legal
advice relating to sexual abuse claims.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

The U.S. Trustee for Region 18 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors.  The Committee
has retained Pachulski Stang Ziehl & Jones LLP as counsel.

The Court installed Michael R. Hogan as the legal representative
for these sex abuse victims: (a) are under 18 years of age before
the Claims Bar Date; (b) neither discovered nor reasonably should
have discovered before the Claims Bar Date that his or her injury
was caused by an act of childhood abuse; or (c) have a claim that
was barred by the applicable statute of limitations as of the
Claims Bar Date but is no longer barred by the applicable statute
of limitations for any reason, including for example the passage
of legislation that revives such claims.


EDJE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: EDJE Enterprises Inc.
        17935 Collier Ave.
        Lake Elsinore, CA 92530

Case No.: 14-24742

Chapter 11 Petition Date: December 8, 2014

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Debtor's Counsel: John P O'Connell, Esq.
                  THE LAW OFFICES OF JOHN P O'CONNELL
                  43434 Business Pk Dr
                  Temecula, CA 92590
                  Tel: 951-587-8390
                  Fax: 951-587-2739
                  Email: john@jpoc-atty.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Edward Jennen, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-24742.pdf


ENDEAVOUR INTERNATIONAL: NYSE Delists Common Shares
---------------------------------------------------
Endeavour International Corporation's common shares were due to be
delisted at the start of trading Dec. 8.

The New York Stock Exchange LLC notified the U.S. Securities and
Exchange Commission in a Nov. 26 filing of its intention to remove
the entire class of Endeavour's common stock from listing and
registration on the Exchange at the opening of business on Dec. 8,
pursuant to the provisions of Rule 12d2-2(b) because, in the
opinion of the Exchange, the Common Stock is no longer suitable
for continued listing and trading on the Exchange. The Exchange
reached its decision pursuant to Section 802.01D of the Listed
Company Manual based on the Company?s Oct. 10, 2014 announcement
that it and certain of its subsidiaries have each filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code in the Bankruptcy Court for the District of Delaware. All of
the Company?s existing equity securities, including the Common
Stock and shares of its preferred stock, were canceled without
receiving any distribution.

In addition, the Company previously fell below the NYSE?s
continued listing standard in Section 802.01B of the Manual which
required the Company to maintain either (i) an average global
market capitalization over a consecutive 30 trading day period of
not less than $50,000,0000 or (ii) stockholders? equity of not
less than $50,000,000. Furthermore, the Company was also below the
NYSE?s continued listing standard in Section 802.01C of the Manual
requiring listed companies to maintain an average closing price
per share of not less than $1.00 over a consecutive 30 day trading
period.

Section 802.01D of the Manual states that the Exchange would
normally give consideration to suspending or removing from the
list a security of a company when 'an intent to file under any of
the sections of the bankruptcy law has been announced or a filing
has been made or liquidation has been authorized and the company
is committed to proceed.'

Based on the Company?s Oct. 10 announcement, on Oct. 13, the
Exchange determined that the Common Stock of the Company should be
suspended immediately from trading, and directed the preparation
and filing with the SEC of this application for the removal of the
Common Stock from listing and registration on the Exchange.

The Company was notified by phone on Oct. 10 and by letter on Oct.
13. Pursuant to the authorization, a press release was immediately
issued and an announcement was made on the 'ticker' of the
Exchange immediately and at the opening of the trading session on
Oct. 13 of the suspension of trading in the Common Stock. Similar
information was included on the Exchange?s website.

The Company had a right to appeal to the Committee for Review of
the Board of Directors of NYSE Regulation the determination to
delist its Common Stock, provided that it filed a written request
for such a review with the Secretary of the Exchange within ten
business days of receiving notice of delisting determination. The
Company did not file such request within the specified time
period. Consequently, all conditions precedent under SEC Rule
12d2-2(b) to the filing of this application have been satisfied.

                  About Endeavour International

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

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

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

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

                            *   *   *

The hearing to consider adequacy of the Disclosure Statement of
the Debtors' Chapter 11 Plan is currently scheduled for Dec. 17,
2014, at 3:00 p.m. (Prevailing Eastern Time).  The proposed Plan
of Reorganization provides for the reduction of approximately $598
million of the Debtors' existing debt, the reduction of
approximately 43% of the Debtors annual interest burden, and
freeing up of $50 million in annual cash flow that can be used for
reinvestment in the Debtors' business.

The Debtors' deadline to file their schedules of assets and
liabilities has been extended through Dec. 15, 2014.

The U.S. Trustee has continued the Sec. 341 creditors of meeting
to Dec. 17, 2014, at 10:00 a.m.


EXIDE TECHNOLOGIES: Revised Financial Projections Filed
-------------------------------------------------------
Exide Technologies filed with the Securities and Exchange
Commission its revised financial projections to accompany its
proposed plan of reorganization.

The Company has revised its initial projections to account for the
loss of a customer account.

The financial projections for Exide and its consolidated
subsidiaries cover fiscal years 2015 through 2019.

On November 18, 2014, a significant customer of Exide?s
Transportation Americas business unit informed the Company that it
would transition its relationship with Exide to a new third-party
vendor over the next several months.  That same day, Exide
announced it was evaluating the extent of the impact this event
would have on the Initial Financial Projections filed with the
Bankruptcy Court.

As a result of detailed analyses, the Company has revised the
Initial Financial Projections to account for the loss of this
customer account.  A copy of the revised projections is available
at http://is.gd/oKiaIr

The Company does not believe that the loss of this customer is
material to the Company?s performance. As reflected in the Revised
Financial Projections, Exide does not expect the loss of this
customer to have any impact on the Company?s projected
consolidated EBITDA for the remainder of fiscal year 2015. As
further reflected in the Revised Financial Projections, Exide
expects an approximate $4.8 million annual reduction in the
Company?s consolidated EBITDA for fiscal years 2016 through 2019
as a result of the loss of this customer, as compared to the
Initial Financial Projections and after taking into account
mitigating actions described below. In arriving at these revised
EBITDA forecasts, Exide has assumed implementation by the Company
of various measures intended to lessen the impact of the customer
loss, such as location, fleet, and workforce rationalization.

Additionally, Exide expects to incur lower lead acquisition costs
upon transition of the customer?s volume because of reduced
reliance on higher-cost centrally purchased cores and external
tolling contracts. Further, because of reduced working capital
needs, Exide expects its liquidity position to be similar to the
liquidity presentation contained in the Initial Financial
Projections. Lastly, the Revised Financial Projections do not
assume incremental offsetting volume notwithstanding Exide?s
continuing capacity to produce this volume; however, Exide
believes that at least some of the lost sales can be replaced by
other existing customers and/or new customers over time. The
Company undertakes no obligation to update or revise the Revised
Financial Projections.

A copy of Exide's proposed plan of reorganization is available at
http://is.gd/LXpW3L

A copy of Exide's proposed disclosure statement is available at
http://is.gd/VM30yD

                      About Exide Technologies

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

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

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

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

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

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

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


FIRST MARINER: Bankruptcy Judge Approves Liquidation Plan
---------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that the remnants of First Mariner Bancorp won bankruptcy court
approval of a liquidation plan that promises to pay investors in
bank-holding company's debt about 21 cents on the dollar.

According to the report, Judge David E. Rice of the U.S.
Bankruptcy Court in Baltimore signed off on the liquidation plan
for Capital Trust Holdings, the name for what's left of the
company following the sale of its stake in the 1st Mariner bank
chain.

                    About First Mariner Bancorp

First Mariner Bancorp, the holding company for Maryland community
bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10,
2014, in order to sell its bank subsidiary, 1st Mariner Bank, to a
new bank formed by investors.  The case is In re First Mariner
Bancorp, Case No. 14-11952 (D. Md.) before Judge David E. Rice.

The Debtor's bankruptcy counsel is Kramer Levin Naftalis & Frankel
LLP.  The Debtor's local counsel is Lawrence Joseph Yumkas, Esq.,
at Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Maryland.  The
Debtor's regulatory and corporate counsel is Kilpatrick Townsend &
Stockton LLP.  The Debtor's investment banker and financial
adviser is Sandler O'Neill + Partners, L.P.

The Debtor has total assets of $5.45 million and total debts of
$60.52 million.


FLINTRIDGE CRESTAVILLA: Laguna Niguel Property to Be Sold Dec. 26
-----------------------------------------------------------------
Chicago Title Company, as trustee, will sell property of
Flintridge Crestavilla Investors, LLC, at a public auction set for
Dec. 26, 2014, at 9:00 a.m.

The auction will be held at the front steps to the entrance of the
Orange Civic Center, 300 East Chapman Orange, CA 92866.

The property is located at 30111 and 30121 Niguel Road, Laguna
Niguel, CA.  The sale will include real and personal property.

Proceeds of the sale will be used to pay $5,989,911.96 owed to the
beneficiary:

     Bixby Bridge Fund II, LLC
     c/o Newmeyer & Dillion LLP
     Attn: Jon J. Janecek, Esq.
     895 Dove Street, 5th Floor
     Newport Beach, CA 92660

More information may be obtained by calling (714) 573-1965 or
visiting http://www.priorityposting.com/


FREEDOM INDUSTRIES: Executive Arrested for Bankruptcy Fraud
-----------------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that Gary L. Southern, the former leader of Freedom Industries,
the company behind the chemical spill that contaminated a large
portion of West Virginia's water supply, faces criminal charges
accusing him of lying in the company's bankruptcy case in a bid to
shield his assets from litigation.

According to the report, the U.S. District Court in Charleston,
W.Va., unsealed a criminal complaint against Mr. Southern, the
former president of Freedom Industries, the company behind the
Jan. 9 spill.  He was charged with one count each of bankruptcy
fraud, wire fraud and giving false oath in Freedom's bankruptcy
case, which was filed shortly after the spill, the report related.

                      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.


GASPARI NUTRITION: Allegro Wins Auction at $10.1-Mil. Bid
---------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that Gaspari Nutrition Inc., a developer of sports nutrition
supplements founded by bodybuilder Rich "The Dragon Slayer"
Gaspari, will be sold to Allegro Nutrition LLC for $10.1 million.

According to the report, the company announced that so-called
stalking horse bidder Allegro was the winner at the conclusion of
a Dec. 1 auction.  The initial bid of Allegro, affiliated with
Ireland-based Allegro Ltd., was $5 million, subject to adjustment
for inventory and accounts receivable, the report related.

                      About Gaspari Nutrition

Gaspari Nutrition, Inc. filed a Chapter 11 petition (Bankr. D.N.J.
Case No. 14-30963) in Trenton, New Jersey on Oct. 16, 2014.
Joshua T. Klein, Esq. and Michael J. Viscount, Jr., Esq., at
serves as counsel to the Debtor.  The Debtor estimated up to $10
million in assets and up to $50 million in liabilities.


GATEWAY CASINOS: S&P Alters Outlook to Negative on Lower Earnings
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Gateway
Casinos and Entertainment Ltd. to negative from stable.

At the same time, Standard & Poor's affirmed its 'B+' long-term
corporate credit rating on the company.  In addition, Standard &
Poor's affirmed its 'BB' issue-level rating on Gateway's senior
secured debt and its 'B+' issue-level rating on the company's
second-lien debt.  The respective '1' and '4' recovery ratings on
the debt are unchanged.

"We revised our outlook on Gateway because lower year-to-date
earnings are causing weak credit measures amid elevated capital
expenditures," said Standard & Poor's credit analyst Donald
Marleau.  "We believe that if this trend persists, Gateway could
face some pressure on its covenant cushion because of annual step-
downs that begin in 2015," Mr. Marleau added.  The company,
however, generates fairly steady cash flow that should support
increasing amortization on its term loan A, which S&P believes
could insulate its credit profile from persistently soft earnings.

Gateway's 2014 results have been weaker than expected.  Moreover,
EBITDA interest coverage is low along with weaker operating
performance, which S&P believes could cause a shortfall in free
cash available for mandatory amortization beyond 2015.  Increased
revenue growth in late 2014 from capital and operating
improvements could indicate improving earnings prospects in 2015,
although S&P believes that Gateway will need to surmount possible
disruptions from facilities investments and increasing competition
in Vancouver to sustain improved earnings.  Lower year-to-date
revenue growth than its most direct competitor, Great Canadian
Gaming Corp., indicates some market share loss to the recently
updated and rebounding Hard Rock Casino and the market-leading
River Rock Casino.

Gateway operates three casinos in the Vancouver region, four in
the Okanagan Valley, and two in Edmonton, Alta., as well as three
community gaming centers and a bingo license in B.C.  The
company's market position is good, in S&P's opinion, with an
effective duopoly in Vancouver and a dominant position in the
Okanagan market, offset by more competitive conditions in
Edmonton.

The negative outlook on Gateway stems from the risk that credit
measures and covenant cushion could weaken if earnings decline
only modestly in 2015.  Although S&P expects that steady operating
cash flow will contribute to some debt reduction in the next
several years, S&P estimates that a 5%-10% decline in runrate
EBITDA could cause leverage to rise despite a relatively heavy
debt amortization schedule, potentially contributing to a breach
of financial covenants.  Moreover, S&P believes that the company's
capital expenditures for facilities improvements, albeit
discretionary, could disrupt earnings further in 2015 while
consuming operating cash flow and constraining liquidity.

S&P could lower the ratings if reported EBITDA declines more than
5% in the next year, which S&P expects would portend covenant
problems and liquidity constraints during 2015.  Although this
would represent an unusually large drop in earnings, S&P estimates
that EBITDA interest coverage could drop in such a scenario to
below S&P's key 2x threshold for the 'B+' rating, potentially
restricting the company's capital investment plan and causing a
shortfall in cash available for mandatory amortization.

S&P could revise the outlook to stable if Gateway maintains steady
earnings and cash flow in 2015 as it invests to improve its
facilities, enabling the company to reduce debt with progressively
larger amortization on its term loan.  S&P believes that such a
scenario would be consistent with EBITDA interest coverage
improving to about 2.5x and would ensure adequate covenant cushion
until 2016.


GCI INC: Moody's Affirms B2 CFR & Revises Outlook to Positive
-------------------------------------------------------------
Moody's Investors Service has changed GCI, Inc.'s outlook to
positive from stable following the announcement that the company
will purchase Alaska Communications Systems Holdings' ("ACSH")
wireless subscriber base and remaining one-third interest in the
Alaska Wireless Network ("AWN") for $300 million. The transaction
is targeted to close in the first quarter of 2015 and is subject
to certain closing conditions. The financing for the acquisition
is yet to be determined. Concurrently, Moody's has affirmed GCI's
B2 Corporate Family Rating ("CFR"), B2-PD Probability of Default
Rating, SGL-2 speculative grade liquidity rating as well as the
group's existing instrument ratings.

Moody's has taken the following rating actions:

Issuer: GCI, Inc.

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2-PD

  Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD4)

  Outlook, Changed To Positive From Stable

  Speculative Grade Liquidity Rating, Affirmed SGL-2

Rating Rationale

The outlook change to positive reflects Moody's view that GCI's
credit metrics will improve from having full ownership of AWN.
Moody's expect the acquisition will increase free-cash-flow
generation and that leverage (Moody's adjusted) could trend
towards 4.0x over the next two years. GCI will eliminate
approximately $126 million of remaining preferred payments that
would have been paid to ACS over the next 3 years, and expects to
achieve cost savings which will improve free cash flow. The
acquisition also eliminates the joint venture structure of AWN,
which should generate meaningful cost savings, streamline the
company's wireless operations and enhance GCI's flexibility to
promote quad-play bundling.

GCI's B2 CFR reflects the company's high leverage, small scale and
the increasingly competitive environment in which it operates as
well as the capital intensity of the business. The rating also
recognizes the company's shareholder friendly financial policy and
its reliance upon universal service subsidies for a little over 5%
of its revenues. GCI's rating is supported by its base of
recurring revenues from its position as a leading communications
provider in the Alaskan market with significant market share in
each of its products and its soon-to-be full ownership of Alaska's
largest wireless network. Moody's expect GCI to generate modest
free cash flow, but Moody's expect the bulk of excess cash to be
directed towards shareholders rather than debt reduction. As a
result, GCI's absolute debt level is likely to remain largely
unchanged.

Upward ratings pressure may develop if Debt/EBITDA leverage
(Moody's adjusted) drops below 4.25x times and FCF/TD improves to
5%. Maintenance of a strong liquidity position would also be a
prerequisite.

The ratings may face downward pressure if GCI were to turn FCF
negative or if the company is involved in further material debt-
financed acquisition activity or in the event of adverse liquidity
developments. Specifically, if Debt/EBITDA (Moody's adjusted)
moves above 5.0x a ratings downgrade would be likely.

The principal methodology used in this rating was the Global
Telecommunications Industry Methodology published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


GT ADVANCED: Creditors, Apple Settle Deposition Dispute
-------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that the Official Committee of Unsecured Creditors in GT Advanced
Technologies Inc.'s Chapter 11 case told the U.S. Bankruptcy Court
in New Hampshire that its motion to compel Apple Inc. to produce
its head of operations for questioning to "test the sufficiency"
of the company's settlement with the iPhone maker had been
consensually resolved.

According to the report, the Committee and some holders of
convertible senior notes withdrew their motion to compel and said
executive Jeff Williams played a central role in negotiating the
proposed settlement, calling it the "centerpiece" of GT Advanced's
Chapter 11 case.  The committee and noteholders initially agreed
to hold off on taking Mr. Williams' deposition pending a review of
Apple's document production, the report related.

                About GT Advanced Technologies

Headquartered in Merrimack, New Hampshire, GT Advanced
Technologies Inc. -- http://www.gtat.com/-- produces materials
and equipment for the electronics industry.  On Nov. 4, 2013, GTAT
announced a multiyear supply deal with Apple Inc. to produce
sapphire glass material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.

GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT."  GTAT was de-listed from the
NASDAQ stock exchange in October 2014.

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a severe
liquidity crisis brought about by its issues with Apple.

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.  The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.


GT ADVANCED: 341(a) Meeting of Creditors Continued Until Jan. 8
---------------------------------------------------------------
The U.S. Trustee, the Justice Department's bankruptcy watchdog,
will continue the meeting of creditors of GT Advanced Technologies
Inc. on Jan. 8, 2015, at 10:00 a.m.

The meeting will be held at Room 702, Seventh Floor, 1000 Elm
Street, in Manchester, New Hampshire, according to a filing with
the U.S. Bankruptcy Court for the District of New Hampshire.

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

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

                 About GT Advanced Technologies

Headquartered in Merrimack, New Hampshire, GT Advanced
Technologies Inc. -- http://www.gtat.com/-- produces materials
and equipment for the electronics industry.  On Nov. 4, 2013, GTAT
announced a multiyear supply deal with Apple Inc. to produce
sapphire glass material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.

GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT."  GTAT was de-listed from the
NASDAQ stock exchange in October 2014.

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a severe
liquidity crisis brought about by its issues with Apple.

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.


HEADWATERS INC: Moody's Raises Corporate Family Rating to B2
------------------------------------------------------------
Moody's Investors Service upgraded Headwaters Inc.'s Corporate
Family Rating to B2 from B3 based on improved debt leverage
metrics and Moody's expectations that Headwaters operating
performance will continue to get better, yielding better debt
credit metrics. The rating outlook is stable.

The following ratings/assessments were affected by this action:

  Corporate Family Rating upgraded to B2 from B3;

  Probability of Default Rating upgraded to B2-PD from B3-PD;

  $400 million Sr. Sec. Notes due 2019 upgraded to B1 (LGD3) from
  B2 (LGD3); and

  $150 million Sr. Unsec. Notes due 2019 upgraded to Caa1 (LGD5)
  from Caa2 (LGD5).

  Speculative grade liquidity rating of SGL-3 is affirmed.

Ratings Rationale

The upgrade of Headwaters' Corporate Family Rating to B2 from B3
results from Moody's expectations that operating profits and cash
flow generation will continue to grow, resulting in debt credit
metrics supportive of higher ratings. Headwaters' light building
products business will benefit from higher volumes due to
sustained strength in new housing construction and repair and
remodeling, both drivers of this business' revenues. Additionally,
the company's heavy construction materials division, the marketing
and management of fly ash as a partial replacement for portland
cement in the production of concrete, will continue to be a
significant earnings contributor. The company will also benefit
from full-year revenues and earnings from about $95 million in
acquisitions made during FY14.

Over the next 12 to 18 months, Moody's projects Headwaters' EBITA
margins nearing 13.5% from 12.5% for FY14 ended September 30,
2014. This operational improvement will translate into better
credit metrics. Moody's expects interest coverage (measured as
EBITA-to-interest expense) to approach 2.25x compared to 1.7x for
FY14 and debt leverage to reach around 4.25x over Moody's time
horizon compared to 5.2x at FY14 (all ratios incorporate Moody's
standard adjustments). Moody's also forecasts Headwaters to
generate positive free cash flow throughout the year.

Moody's estimates new housing starts will finish 2014 in the
975,000 to 1.0 million range and increase up to 1.1 to 1.2 million
in 2015. The repair and remodeling end market is also showing
sustained growth, as presented by the National Association of Home
Builders Remodeling Market Index. The Portland Cement Association
projects United States' cement market growing to about 82.8
million tons in 2014, a 7.9% growth over the previous year,
followed by slightly stronger growth rates in 2015 and 2016.

The stable rating outlook incorporates Moody's view that
Headwaters' debt credit metrics will be supportive of the B2
Corporate Family Rating.

The upgrades of Headwaters' senior secured notes due 2019 to B1
from B2 and its senior unsecured notes due 2019 to Caa1 from Caa2
result directly from the higher corporate family rating, a key
driver in the Loss Given Default analysis.

Positive rating actions could ensue if Headwaters continues to
benefit from its key end markets and exceed Moody's forecasts for
earnings and free cash flow generation. Operating performance that
translates into EBITA-to-interest expense sustained above 2.5x or
debt-to-EBITDA remaining below 4.0x (all ratios incorporate
Moody's standard adjustments) could support positive rating
actions. Also, permanent debt reductions and an improved liquidity
profile would also support upward rating pressures.

Negative rating actions could occur if Headwaters' operating
performance falls below Moody's expectations or if the company
experiences a weakening in financial performance due to a decline
in demand for its products. EBITA-to-interest expense remaining
below 1.5x or debt-to-EBITDA sustained above 6.0x (all ratios
incorporate Moody's standard adjustments) could pressure the
ratings. A deteriorating liquidity profile or large debt-financed
acquisitions could stress the ratings as well.

Headwaters Incorporated, headquartered in South Jordan, Utah, is
primarily a domestic building products company operating in the
light and heavy building materials sectors. The company sells
building products such as manufactured architectural stone, siding
accessory products, roof products and concrete block. It also
markets coal combustion products ("CCPs"), including fly ash which
is primarily used as a partial replacement for portland cement in
concrete. Revenues for the fiscal year ended September 30, 2014
totaled approximately $791 million.

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


HELIA TEC: Claims Disputes Headed to Adversary Proceedings
----------------------------------------------------------
The Bankruptcy Court, in courtroom minutes for a hearing held
Dec. 3, 2014, abated the hearing on confirmation of Helia Tec
Resources, Inc.'s Second Amended Plan of Liquidation Oct. 2,
2014.

The Court ordered:

   1. counsel for HSC Holdings Co. to file an amended complaint by
Dec. 19, 2014;

   2. counsel for the defendants to file answers or affirmative
claims to each of the four adversaries by Jan. 30, 2015.

The Court also scheduled a conference on Feb. 4, at 2:00 p.m.

At the hearing, counsel for HSC Holdings has requested the opening
of four adversaries regarding the objection to claim number by
claimant Gallagher, objection to claim number by claimant
Mastodon, objection to claim number by claimant Crow, objection to
claim number by claimant Hughes.

                        The Chapter 11 Plan

According to the Second Amended Plan, the Debtor will sell
substantially all of its assets.  The Debtor will seek authority
to transfer the Debtor's 1.2% IPI Percentage, $7MM PIA Deposit,
and all other assets to the Liquidating Debtor.  Then, pursuant to
the terms of the IPI Agreement the 1.2% IPI Percentage the Plan
Agent will then seek to either sell, liquidate, or convert the
1.2% IPI Percentage to cash, in such manner as is deemed
appropriate by the Plan Agent.

Under the Second Amended Plan, the Plan Agent will use the
proceeds generated from liquidation of the Debtor's assets to
satisfy Allowed Claims and Interests in accordance with the
Bankruptcy Code.

The Debtor estimates that any sales funds will be distributed as
follows:

                                                    Est. Recovery
Cash Value of the Converted Stock, plus
Assumed Liabilities                                    $8,800,000

Pacific LNG Operations Project Investment
Agreement Deposit                                      $7,000,000

Other assets                                              Unknown

Estimated Proceeds Available for Distribution         $15,800,000

Total Estimated Assets Available for Distribution     $15,800,000

Less Secured Claims:
Attorney Contingency Fee (35%)                        $5,530,000
Secured Claims                                        $1,981,174
Total Secured Claims                                   $7,511,174

Less Chapter 11 Administrative and Priority Claims:
Allowed Administrative Expense Claim                    $400,000
A Plan Agent Contingency Fee (7.5%)                   $1,185,000
Current Trade Payables                                         0
Priority tax claims                                     $196,189
Chapter 11 professional fees                            $500,000

Total Administrative and Priority Claims               $2,281,189

Total Estimated Liquidation Proceeds Available to
Unsecured Claims:                                      $6,007,637

Estimated Distribution to Unsecureds 100%

                          Plan Objections

On Nov. 17, party-in Interest HSC Holdings Co., Ltd., objected to
the confirmation of the Debtor's Second Amended Plan, stating
that:

   a. the Plan of liquidation is not feasible, because there are
too many contingencies, unlikely to occur, before there could be
any recovery;

   b. the Plan was not filed in good faith and, particularly, does
not provide for accountability and transparency; and

   c. the Plan does not comply with Bankruptcy Code requirements.

DeWitt County and Harris County (the Taxing Authorities), secured
creditors, filed a limited objection to the Second Amended Plan,
explaining that:

   1. the Plan fails to provide for the retention of the Taxing
Authorities' liens on their collateral;

   2. the Plan fails to provide for interest on the Taxing
Authorities' claims at the statutory rate of 12 % per annum from
the petition date until paid in full. Further, the Plan fails to
provide for the payment of interest if Debtor fail to pay the
taxes due Jan. 31, 2014, at the statutory rate of 12% per annum
beginning on Feb. 1, 2015, and continuing until the time as
the taxes are paid in full.

DeWitt County holds a prepetition claim in the amount of $3,261
for property taxes for tax year 2008 on the Debtor's property
located in DeWitt County, Texas.  Harris County holds a
prepetition claim in the amount of $2,517 for property taxes for
tax years 2008 - 2013 and a postpetition claim in the amount of
$290 for tax year 2014 on the Debtor's property located in
Harris County, Texas.

DeWitt County and Harris County are represented by:

         John P. Dillman, Esq.
         Tara L. Grundemeier, Esq.
         LINEBARGER GOGGAN BLAIR & SAMPSON, LLP
         P.O. Box 3064
         Houston, TX 77253-3064
         Tel: (713) 844-3478
         Fax: (713) 844-3503

HSC is represented by:

         David B. Harberg, Esq.
         THE LAW OFFICES OF DAVID B. HARBERG
         1010 Lamar, Suite 450
         Houston, TX 77002
         Tel: (713) 752-2200
         Fax: 832-553-7888

                      About Helia Tec Resources

Helia Tec Resources, Inc., filed a Chapter 11 petition (Bankr. S.
D. Tex. Case No. 13-36251) on Oct. 3, 2013 in Houston, Texas,
represented by Richard L. Fuqua, II, Esq., at Fuqua & Associates,
PC, in Houston, as counsel to the Debtor. The Debtor listed
$16.15 million in assets and $2.24 million in liabilities. The
petition was signed by Cary E. Hughes, president.

Judy A. Robbins, U.S. Trustee for Region 7, was unable to appoint
an official committee of unsecured creditors in the Debtor's case.

                           *     *     *

Helia Tec Resources will sell substantially all of its assets
pursuant to its First Amended Plan of Liquidation dated July 15,
2014, according to the explanatory disclosure statement.


HELLAS TELECOM: Judge Rejects PE Firms' Attack on Ch. 15 Case
-------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Martin Glenn in
Manhattan, who is presiding over clawback litigation alleging TPG
Capital and Apax Partners LLP plundered $1.2 billion from Hellas
Telecommunications (Luxembourg) II SCA in a brazen insider scam,
refused to throw out the foreign debtor's bankruptcy case,
affirming a prior order recognizing Hellas' U.K. liquidation
proceeding under Chapter 15 of the U.S. Bankruptcy Code and giving
its liquidation officials the ability to sue the two private
equity giants in New York.

According to the report, TPG and Apax had moved to ax the
bankruptcy in light of the Second Circuit's December 2013 decision
revoking the recognition of Queensland, Australia-based property
finance group Octaviar Administration Pty Ltd.'s Chapter 15 case,
but Judge Glenn found a subsequent ruling by U.S. Bankruptcy Judge
Shelley C. Chapman, which reinstated Octaviar's recognition,
"persuasive and applicable" to the Hellas dispute, in which
Hellas' foreign liquidators are demanding the return of a EUR978.7
million ($1.2 billion) cash payment that TPG and Apax took home in
connection with the buyout and subsequent sale of two Greek
telecom businesses.

                  About Hellas Telecommunications

In February 2007, Hellas Telecommunications was purchased from
TPG Capital LP and Apax Partners by the Italian telecommunications
giant Weather Group.  The Company later suffered liquidity
problems and commenced administration proceedings in the U.K. in
November 2009.  The administrators sold 100% of the shares of Wind
Hellas to the existing owners, the Weather Group.  An order
placing the Company into liquidation was entered on Dec. 1, 2011.

Andrew Lawrence Hosking and Carl Jackson, as Joint Liquidators
petitioned for the Chapter 15 protection for the Company (Bankr.
S.D.N.Y. Case No. 12-10631) on Feb. 16, 2012.  Mr. Jackson was
later succeeded by Simon James Bonney, and then recently by Bruce
Mackay.

Bankruptcy Judge Martin Glenn presides over the Chapter 15 case.

The Debtor estimated assets and debts of more than $100,000,000.
The Debtor did not file a list of creditors together with its
petition.

The Foreign Representatives commenced the lawsuit against various
entities, captioned as, Hosking v. TPG Capital Management, L.P.,
et al., No. 14-01848 (MG) (Bankr. S.D.N.Y. March 13, 2014).  TPG
is represented by Paul M. O'Connor, III, Esq., and Andrew K.
Glenn, Esq., at Kasowitz, Benson, Torres, & Friedman, LLP of New
York, NY.  APAX is represented by Robert S. Fischler, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP of New York, NY.
TCW is presented by Wayne S. Flick, Esq., and Amy C. Quartarolo,
Esq., at Latham & Watkins LLP of Los Angeles, CA.  Nikesh Aurora
is represented by William F. Gray, Jr., Esq., and Alison D. Bauer,
Esq., at Torys LLP of New York, NY and Michael A. Sherman, Esq.,
at Stubbs Alderton & Markiles, LLP of Sherman Oaks, CA.

U.S. counsel to the Foreign Representatives as against all
Defendants except Deutsch Bank AG and Nikesh Arora are Howard
Seife, Esq., Thomas J. McCormack, Esq., Andrew Rosenblatt, Esq.,
and Marc D. Ashley, Esq., at CHADBOURNE & PARKE LLP.

U.S. counsel to the Foreign Representatives as against Deutsch
Bank AG and Nikesh Arora are Alexander H. Schmidt, Esq., Alan
McDowell, Esq., and Jeremy Cohen, Esq., at WOLF HALDENSTEIN ADLER
FREEMAN & HERZ LLP.


J. CREW: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York-based J. Crew Group Inc. to 'B-' from 'B'.  The
ratings outlook is stable.  At the same time, S&P lowered the
issue-level rating on the term loan facility to 'B-' from 'B'.
The '4' recovery rating remains unchanged, reflecting S&P's
expectations for average (30%-50%) recovery in the event of
default.  S&P also lowered the issue-level rating on the senior
pay-in-kind (PIK) toggle notes to 'CCC' from 'CCC+' under its
parent, Chino's Intermediate Holdings A Inc.  The recovery rating
on the notes remains '6', reflecting S&P's expectations for
negligible (0%-10%) recovery in the event of default.

"The downgrade reflects our expectation that J. Crew's operating
performance will remain under pressure for the rest of 2014 and
into 2015.  We believe the specialty apparel industry will remain
difficult and highly promotional because of increased competition
and consumer caution and that J. Crew may not be able to
adequately offset these trends," said credit analyst Helena Song.
"The company's performance weakened in recent quarters and despite
our forecast of some modest improvement in 2015, we expect credit
metrics to remain weak in the next 12 months."

The stable outlook reflects S&P's expectation that operating
performance will gradually improve in fiscal 2015, as the company
improves its inventory management and merchandise offerings.  S&P
expects the company to generate positive free operating cash flow
in each of the next two years and liquidity to remain "adequate".
S&P also forecasts credit metrics to remain relatively weak,
including debt to EBITDA above 6x in the next 12 months.

Downside scenario

S&P could lower the rating if weak operating performance persists
beyond its expectations because of highly promotional activities
and continued merchandise/inventory issues, resulting in negative
free operating cash flow and pressuring liquidity on a sustained
basis.  This could occur, for example, if fashion missteps coupled
with a highly promotional environment result in gross margin
contraction of about 600 bps and EBITDA decline of about 23% from
last year's levels.

Upside scenario

S&P would raise the ratings if the company improves its operations
with consistently positive same-store sales and margin expansion.
Under this scenario, the company would have debt to EBITDA under
6.0x and FFO to total debt above 10% on a sustained basis.  This
could happen if the company expands its EBITDA by about 30% and
does not make any material debt-funded returns to sponsors.


JBS USA: Moody's Rates $750MM Sr. Unsecured Notes 'Ba3'
-------------------------------------------------------
Moody's Investors Service assigned a Ba3 senior unsecured rating
to $750 million of 10-year senior unsecured guaranteed notes being
offered by JBS USA, LLC. The rating is subject to successful
completion of the offering and final documentation. The outlook is
stable.

On December 3, 2014, JBS USA, a wholly-owned subsidiary of JBS
S.A. (JBS, Ba3 stable), announced that it planned to launch a
private offering of $750.0 million of senior notes due 2025. JBS
USA and a wholly-owned financing subsidiary, JBS USA Finance, Inc.
will be co-issuers of the notes. JBS will be a guarantor of the
notes.

JBS USA intends to use the net proceeds from the notes to make an
intercompany loan to its parent, JBS USA Holdings, Inc., which
will dividend the loan proceeds to JBS. JBS intends to use the
dividend proceeds, together with cash on hand, to fund a tender
offer for its $900 million 8.25% notes due 2018.

Rating Assigned:

JBS USA, LLC

  Senior Unsecured Regular Bond/Debenture (Local Currency),
  at Ba3

Ratings Rationale

JBS USA's ratings are driven primarily by the Corporate Family
Rating of JBS S.A. (Ba3, stable), which guarantees JBS USA's debt.
Thus, Moody's expect any future changes to JBS USA's ratings to
mirror changes to JBS S.A.'s Corporate Family Rating. Please refer
to JBS S.A.'s credit opinion on moodys.com for factors that could
lead to a change in JBS S.A.'s ratings.

The proposed notes will be guaranteed by JBS S.A. and two
intermediate holding companies: JBS Hungary Holdings Kft., and JBS
USA Holdings. The notes will also be guaranteed by JBS USA's
wholly-owned US restricted subsidiaries, except JBS US Holding
LLC, the holding company for JBS USA's Australia operations.

Restricted non-guarantor subsidiaries accounted for $3.8 billion,
or 17.3%, of JBS USA's consolidated net sales, and $445.8 million,
or 41.3%, of consolidated gross profit for the twelve months ended
September 2014. Unrestricted non-guarantor US subsidiaries, mainly
JBS Five Rivers, represent approximately $825.3 million, or 3.7%,
of consolidated JBS USA net sales, and $25.0 million, or 2.3%, of
consolidated gross profit for the twelve months ended September
2014.

The notes will rank equally to the existing senior unsecured debt
at JBS USA, LLC, including $700 million 8.25% notes due February
2020, $1,150 million 7.25% notes due June 2021 and $750 million
5.875% notes due July 2024. The notes will be effectively
subordinated to the existing senior secured debt at JBS USA, LLC
including a $494 million senior secured term loan due 2020, a $408
million senior secured term loan B due May 2018, and a $900
million asset-backed revolving credit facility ($276 million
outstanding as of September 28, 2014) expiring August 2019.

JBS USA operates the US beef and pork segments and the Australian
beef and lamb operations of Brazil-based JBS S.A., the largest
protein processor in the world. JBS USA is owned directly by an
intermediate holding company, JBS USA Holdings ("Holdings") that
also owns a 75.5% controlling equity interest in US-based
Pilgrim's Pride Corporation ("Pilgrims"), the second largest
poultry processor in the world. Reported net sales for JBS S.A.,
Holdings, Pilgrims and JBS USA for the twelve months ended
September 2014 were approximately BRL 113.4 billion (USD 49.6
billion), $30.5 billion, $8.5 billion and $22 billion,
respectively.

On November 21, 2014, JBS Smallgoods HoldCo Australia Pty Ltd., a
unit of restricted non-guarantor JBS US Holding LLC, agreed to
purchase Primo Smallgoods Group's operations in Australia
("Primo") for A$1.45 billion (US$1.25 billion). Primo is a
manufacturer in Australia and New Zealand of small meat products,
and a producer of fresh beef and fresh pork. As of June 2014,
Primo generated LTM sales and EBITDA of approximately $1.5 billion
and $136 million, respectively.

JBS USA Finance, Inc., the co-issuer of the notes, is a special
purpose entity wholly-owned by JBS USA LLC. It has no subsidiaries
and no operations or assets other than those that are incidental
to maintaining its corporate existence.


JBS USA: Fitch Rates New $750MM Unsecured Notes 'BB'
----------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the proposed USD750
million unsecured notes due in 2025, to be jointly issued by JBS
USA, LLC (JBS USA) and JBS USA Finance, Inc (JBS USA Finance).
The notes will be guaranteed by JBS S.A. (JBS), JBS USA Holdings
Inc. and JBS Hungary Holding Kft.  The purpose of the issuance of
the bond is to repay debt.

KEY RATING DRIVERS

Solid Business Profile: JBS' ratings are supported by its strong
business profile as the world's largest beef and leather producer.
With the acquisition of Seara from Marfrig Alimentos S.A. in 2013,
JBS became the second-largest producer of processed meats in
Brazil.  The company's product and geographic diversification help
mitigate risks related to disease and trade restrictions.

Industry Fundamentals: The fundamentals of the Brazilian beef
industry remain positive due to the low cost structure, potential
productivity gains and revenue growth momentum derived from strong
international demand.  In addition, in July 2014, China removed
its embargo of Brazilian beef, which will benefit exports.  This
positive trend, however, is somewhat offset by high cattle prices,
the slowdown of the Brazilian economy, and an abundant cattle herd
that is reaching peak levels.  This could pressure EBITDA margin
of the main players in the industry during 2015.  The USA beef
industry remains difficult due to the shortage of the cattle herd
but the shutdown of industry capacity is gradually improving
companies' profitability.

Moderate Leverage: Fitch expects JBS' net debt-to-EBITDA ratio to
organically fall to below 3.0x by the end of 2014 due to its
strong EBITDA improvement and positive FCF generation.  Given the
acquisitive nature of the company, Fitch has built in an
expectation of debt-financed acquisitions that could potentially
increase the company's leverage ratio.  Nevertheless, JBS'
leverage should remain in line with the 'BB' rating category.

Solid Performance: The company's strong performance is due to an
improvement in revenues from all business units, except for the
U.S. chicken operations (Pilgrim's Pride), which remained stable.
The Seara acquisition also contributed to growth.  Fitch expects
the recent decline of commodity prices, notably corn price to be
supportive to the group's overall profitability in 2015.

Acquisition Risk: Considering JBS' acquisitions history, Fitch
believes that the company will continue to pursue growth
opportunities to strengthen its business profile.  The group made
a failed attempt to buy Hillshire brands company through an
initial bid at USD6.4 billion in May 2014.  Subsequently, JBS
announced the acquisition of Tyson Foods, Inc.'s poultry
businesses in Brazil (USD175million) and Mexico (USD400 million)
and assets of Ceu Azul in Brazil (BRL246 million).  The company
has also entered into a conditional agreement to purchase 100% of
the share capital of Primo Group. (AUD1,450 million) on cash and
debt free basis.  JBS has also made an offer to buy Big Frango
Industria e Comercio de Alimentos (BRL430 million).  Some of these
acquisitions are depending upon the final approval from antitrust
authorities

RATING SENSITIVITIES

A downgrade could be precipitated by an increase in JBS' net
leverage ratio above 4x-4.5x on a sustained basis due to a sharp
contraction of its operating margins, negative FCF generation,
and/or a significant debt-funded acquisitions.

An upgrade could result from the company's consistent positive FCF
generation and resilience of its operating margins backed by
business diversification leading to its net leverage ratio falling
towards or below 2.5x on a sustained basis.

Fitch currently rates:

JBS S.A.:
   -- Foreign & local currency IDR at 'BB';
   -- National scale rating at 'A+ (bra)';
   -- Notes due 2016 at 'BB' ';
   -- Debentures at 'A+(bra)'.

JBS USA LLC:
   -- Foreign and local currency IDR at 'BB';
   -- Term loan B facility due in 2018 at 'BB+';
   -- Notes due 2020, 2021 at 'BB'.

JBS USA Finance, Inc:
   -- Notes due 2020, 2021 at 'BB'.

JBS Investments GmbH
   -- Notes due 2020, 2023, 2024 at 'BB'.

JBS Finance II Ltd:
   -- Notes due 2018 at 'BB'.


LEHMAN BROTHERS: Says Former Trader Wants to Get $84MM Bonus
------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that Jonathan Hoffman, a former Lehman Brothers trader, is seeking
an $84 million bonus from Lehman's brokerage although he was
already "fully paid" the bonus by Barclays PLC after the bank
bought Lehman.

According to the report, Mr. Hoffman, who was Lehman's third-
highest paid rank-and-file employee when the bank collapsed,
hasn't denied that Barclays paid him the money, but said the bonus
money he received from Barclays was part of a contract separate
from his Lehman deal and that he deserves both.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LKQ CORP: Moody's Raises Corporate Family Rating to Ba1
-------------------------------------------------------
Moody's Investors Service upgraded the ratings of LKQ
Corporation's (LKQ) -- Corporate Family and Probability of Default
Ratings to Ba1and Ba1-PD, from Ba2 and Ba2-PD, respectively. In a
related action, Moody's raised the rating on LKQ's senior
unsecured notes to Ba2 from Ba3. LKQ's Speculative Grade Liquidity
Rating was affirmed at SGL-2, and the rating outlook is changed to
stable from positive.

Ratings Upgraded:

  Corporate Family Rating, to Ba1 from Ba2;

  Probability of Default, to Ba1-PD from Ba2-PD;

  $600 million senior unsecured notes due 2023, to Ba2 (LGD5)
  from Ba3 (LGD5)

Ratings Affirmed:

  Speculative Grade Liquidity Rating, SGL-2

Moody's does not rate LKQ's $2.3 billion senior secured bank
credit facility

Ratings Rationale

LKQ's upgrade to a Ba1 Corporate Family Rating incorporates the
company's demonstrated ability to globally grow its presence in
the market for non-OEM aftermarket collision replacement parts
while maintaining strong credit metrics consistent with rating.
Over the past several years LKQ has grown both through acquisition
(averaging about 21% over the past three years) and organically
(averaging about 7%). Acquisitions during this period also
included the expansion into European markets. For the LTM period
ending September 30, 2014, LKQ's Debt/EBITDA was 3.0x (inclusive
of Moody's standard adjustments) and has maintained leverage at
this approximate level through the recent years. LKQ's
EBITA/Interest for the LTM period ending September 30, 2014 was
6.9x and supports strong financial flexibility.

LKQ's stable rating outlook reflects Moody's belief that LKQ will
continue its acquisitive strategy in Europe in order to increase
market share consistent with the company's domestic strategy over
the past several years. As a result, debt levels are likely to
continue to rise. LKQ's proportion of revenues generated from
recycled/refurbished/remanufactured parts has decreased with the
acquisition of mechanical parts distribution businesses along with
specialty product areas such as through the Keystone acquisition,
and certain paint distribution businesses. With this shift profit
margins have come under pressure. The stable outlook also reflects
Moody's concern that a continued broadening of the breadth of
product offerings may expose the company to areas of lower
competitive position.

LKQ is expected to maintain a good liquidity profile over the
near-term supported by free cash flow generation and revolver
availability. As of September 30, 2014, LKQ had $245 million of
cash and cash equivalents with over two-thirds of this cash within
the creditor group. Moody's expects LKQ to generate positive free
cash flow over the near-term, consistent with historical trends,
as the company integrates the acquisition of Keystone and certain
business in The Netherlands. As of September 30, 2014, the $1.85
billion revolving credit facility had $1.1 billion of availability
after $693 million in borrowings and $60.4 million of outstanding
letters of credit. The primary financial covenants under the
senior secured facilities are a maximum Net Debt/EBITDA test and a
minimum interest coverage test which are expected to have ample
cushion over the near-term.

Factors that could lead to a higher rating include Moody's belief
that LKQ's pace of growth through acquisitions has abated away
from larger new market expansion transactions toward bolt-on level
transactions to fill-out the company's regional exposure and
product offerings. In addition to the above, consideration for a
higher rating could result from debt/EBITDA being maintained at
about 2x, retained cash flow/net debt of about 35%, while
maintaining a good liquidity profile.

Factors that could lead to a lower rating include complications in
the integration of acquisitions or additional debt financed
acquisitions which increase leverage. Consideration for a lower
outlook or rating could arise if any combination of these factors
results in debt/EBITDA approaching 3.5x, retained cash flow/net
debt approaching 15%, EBITA/interest coverage below 4x, or a
significant deterioration in liquidity.

The principal methodology used in this rating 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.

LKQ Corporation, headquartered in Chicago, Illinois, is a leading
provider of alternative and specialty parts to repair and
accessorize automobiles and other vehicles. LKQ has operations in
North America, the United Kingdom, the Netherlands, Belgium,
France, Australia and Taiwan. LKQ offers its customers a broad
range of replacement systems, components, equipment and parts to
repair and accessorize automobiles, trucks, and recreational and
performance vehicles. Revenues for the LTM period ending September
30, 2014 were approximately $6.4 billion.


MACKEYSER HOLDINGS: Seeks Approval to Sell Eyewear Inventory
------------------------------------------------------------
Mackeyser Holdings LLC has filed a motion seeking court approval
to sell certain eyewear inventory.

In a filing made in U.S. Bankruptcy Court in Delaware, the company
proposed to sell the inventory pursuant to the asset disposition
agreement it made with Tiger Remarketing Services.

Under the agreement, Tiger will conduct an online auction of the
inventory.  As compensation, the firm will receive a 15% "buyers'
premium" on all sales.

Fifty percent of the proceeds from the sales will be paid to Sam
Vaziri Vance Inc., which holds an administrative expense claim
against Mackeyser.

Mackeyser previously sought to sell the inventory to Emerging
Vision Inc., the buyer of 10 The Eye Gallery stores and The Artful
Eye stores it owns.   The companies, however, were not able to
reach an agreement, according to the filing.

The motion is on Judge Christopher Sontchi's calendar for Dec. 15.

                    About MacKeyser Holdings

MacKeyser Holdings, LLC and its operating affiliates ? American
Optical Services, LLC, and Exela Hearing Services, LLC ? manage
integrated eye care and hearing systems providers with over 80
optical retail, optometry and ophthalmology locations in 14
states.  Within certain of the Company's locations, dedicated
audiology and dispensing staff conduct diagnostics, fitting and
dispensing of hearing systems.

MacKeyser Holdings, LLC, American Optical Services, Inc. and their
affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
Nos. 14-11528 to 14-11550) on June 20, 2014.  David R. Hurst,
Esq., and Marion M. Quirk, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, PA.  The Debtors' financial advisor is GlassRatner
Advisory & Capital Group.  The investment banker is Hammond Hanlon
Camp LLC.  The noticing and claims management agent is American
Legal Claim Services, LLC.

In its petition, MacKeyser Holdings estimated $50 million to
$100 million in both assets and liabilities.

The petitions were signed by Thomas J. Allison, authorized
officer.

The Official Committee of Unsecured Creditors retained Cooley LLP
as lead counsel; Klehr Harrison Harvey Branzburg LLP as co-
counsel; and Giuliano, Miller & Company, LLC as financial advisor.


MISSISSIPPI PHOSPHATES: To Lay Off 200 Workers
----------------------------------------------
Daily Bankruptcy Review reported that Mississippi Phosphates said
it will lay off about 200 employees and contractors as the
bankrupt fertilizer company ends production and seeks a buyer.

According to the DBR report, citing the Associated Press, when it
filed for Chapter 11 bankruptcy protection on October, the
Pascagoula, Miss., company said it had 224 employees and 26
contractors.  After the layoffs, the company said it will have
about 50 remaining employees, the DBR report related.

                  About Mississippi Phosphates

Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer.  MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy.  Phosphate rock, the primary raw material
used in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.

The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.

As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.

MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667)
on Oct. 27, 2014.  Judge Katharine M. Samson is assigned to the
cases.

Mississippi Phosphates estimated $100 million to $500 million in
both assets and liabilities.  Affiliates Ammonia Tank and Sulfuric
Acid Tanks each estimated $1 million to $10 million in both assets
and liabilities.

The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel.  The Debtors engaged Stillwater Advisory
Group LLC and David N. Phelps as Chief Restructuring Officer.

The U.S. Trustee for Region 5 has appointed seven creditors to
serve in the official unsecured creditors committee in the
Debtors' cases.

                           *     *     *

The meeting of creditors pursuant to Sec. 341(a) in the Debtors'
cases is scheduled for Dec. 17, 2014, at 10:30 a.m., in Gulfport,
Mississippi.


MISSISSIPI PHOSPHATES: Committee Balks at Bid to Incur Financing
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Mississippi Phosphates Corporation, et al., objects to
the Debtors' request to obtain postpetition financing and use of
cash collateral.

The Creditors Committee notes, among other things, that in the
proposed financing order, the amount to fund creditors' costs is
inadequate and will hinder the effectiveness of the Committee in
representing the interest of unsecured creditors.  The approved
budget appears to only allocate $142,000 for creditor costs and
fails to itemize what is included within those costs.

The Committee believes that the facts in the case support its
retention of a financial advisor or investment banker in order to
ascertain the going concern value of the Debtors.

As reported in the Troubled Company Reporter on Nov. 25, 2014,
several parties filed responses to the Debtors' motion, as well as
the revised proposed final order, to obtain postpetition financing
and grant security interests and superpriority administrative
expense status, grant priority status to Prepetition Lenders,
authorize the use of cash collateral, and grant adequate
protection.

The responding parties and their responses were:

   -- the United States of America, on behalf of the
      Environmental Protection Agency, asks that the Debtors
      modify those provisions of the Interim Order that
      inappropriately sought to limit the environmental
      obligations of the Debtors under the law or that would
      provide a windfall to the Debtors' secured creditors, at
      the taxpayers' expense, should the Government needs to take
      action necessary to protect the public and the environment
      from harm;

   -- Hydrovac Industrial Services, Inc. is a creditor of the
      Debtors listed on the Debtors' List of 20 Largest Unsecured
      Creditors.  Hydrovac objects to the entry of the Proposed
      Final Order to the extent that the Final Order grants the
      Debtors' Lender a lien, security interest or superpriority
      claim (i) to any avoidance actions of the Debtors or
      proceeds thereof, and (ii) that may affect any setoff or
      recoupment rights of unsecured creditors.

   -- Trammo, Inc., formerly known as Transammonia, Inc.,
      contends that certain provisions of the Debtors' proposed
      Final Order should be modified or deleted because they are
      neither necessary nor appropriate, do not provide for
      adequate notice to key or all parties-in-interest, and are
      premature at this stage of the case; and

   -- the Mississippi Department of Environmental Quality, on
      behalf of the Mississippi Commission on Environmental
      Quality, believes that the budgeted costs for chemicals
      used to operate the Wastewater Treatment plant of the
      Proposed Final Order are inadequate to supply chemicals
      sufficient to run the plant at close to capacity or to
      treat wastewaters from areas of the facility other than
      Pond 6 (which has a lower concentration of hazardous
      constituents than other waters at the facility).  MDEQ
      requests the Debtor address costs for chemicals in its
      budget.

As reported in the TCR on Nov. 7, 2014, Judge Katharine M. Samson
gave the Debtor interim authority to obtain up to $5,000,000 of
postpetition financing from STUW LLC as agent for a consortium of
lenders.  The Debtors are also given interim authority to use cash
collateral securing their prepetition indebtedness.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the DIP Loan agreement requires the Debtors to
file papers with the court starting the process of selling the
business.  An auction must be held by early February, the
Bloomberg report said, citing court papers.  A single customer,
Interoceanic Corp., is under contract to purchase 89 percent of
the company's production, Bloomberg said.

                  About Mississippi Phosphates

Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer.  MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy.  Phosphate rock, the primary raw material
used in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.

The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.

As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.

MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667)
on Oct. 27, 2014.  Judge Katharine M. Samson is assigned to the
cases.

Mississippi Phosphates estimated $100 million to $500 million in
both assets and liabilities.  Affiliates Ammonia Tank and Sulfuric
Acid Tanks each estimated $1 million to $10 million in both assets
and liabilities.

The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel.

The U.S. Trustee for Region 5 has appointed seven creditors to
serve in the official unsecured creditors committee in the
Debtors' cases.

                             *   *   *

The meeting of creditors pursuant to Sec. 341(a) in the Debtors'
cases is currently scheduled for Dec. 17, 2014, at 10:30 a.m., in
Gulfport, Mississippi.


N.C. PATRIOT: Case Summary & 12 Unsecured Creditors
---------------------------------------------------
Debtor: N.C. Patriot, Inc.
        9650 Strickland Road
        Suite 103-373
        Raleigh, NC 27615

Case No.: 14-07103

Chapter 11 Petition Date: December 8, 2014

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Judge: Hon. Randy D. Doub

Debtor's Counsel: Danny Bradford, Esq.
                  PAUL D. BRADFORD, PLLC
                     dba BRADFORD LAW OFFICES
                  455 Swiftside Drive, Suite 106
                  Cary, NC 27518-7198
                  Tel: 919 758-8879
                  Fax: 919 803-0683
                  Email: dbradford@bradford-law.com

Total Assets: $1.17 million

Total Liabilities: $1.50 million

The petition was signed by James Jerald Burns, CEO.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb14-07103.pdf


NET PAY: Trustee Wants IRS to Return Payments
---------------------------------------------
Law360 reported that Markian Slobodian, the Chapter 7 trustee for
Net Pay Solutions Inc., filed a motion for summary judgment,
telling the U.S. District Court for the Middle District of
Pennsylvania that it should make the Internal Revenue Service fork
over nearly $40,000 of the $3 million in payments that he says the
company wrongly issued to the agency.

According to the report, the trustee said payments Net Pay made to
the IRS on its customers' behalf within 90 days of its bankruptcy
filing had delivered those customers excess benefit and should be
given back to the estate for proper liquidation.

The case is Slobodian v. Internal Revenue Service, case number
1:13-cv-02677, in the U.S. District Court for the Middle District
of Pennsylvania.


NORTEL NETWORKS: Deal Resolving Hewlett-Packard Claim Okayed
------------------------------------------------------------
Nortel Networks Inc. received court approval for a deal that would
resolve the claims of Hewlett-Packard Co. and Hewlett-Packard
Financial Services Co.

Under the agreement, Hewlett-Packard will get a general unsecured
claim of $837,892 for goods sold and services provided to Nortel.
Meanwhile, Hewlett-Packard Financial will get a general unsecured
claim of $2,072 against the telecom equipment maker.

The court order signed by U.S. Bankruptcy Judge Kevin Gross
contains a language approving the agreement, including its release
provisions, in its entirety.

The language was added to the court order to address the issue
raised by the tech firms concerning release provisions of the
agreement.  The tech firms had complained that the summary of the
release provisions did not reference their agreement with Nortel
that the releases won't limit, impact or waive their respective
rights in certain intellectual property.

A full-text copy of the agreement is available without charge at
http://is.gd/wCdP1j

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York, serve as the U.S. Debtors' general bankruptcy counsel; Derek
C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, serves as Delaware counsel.  The Chapter 11 Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
represent the Unsecured Creditors Committee.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of Long-
Term Disability Participants tapped Alvarez & Marsal Healthcare
Industry Group as financial advisor.  The Retiree Committee is
represented by McCarter & English LLP as Delaware counsel, and
Togut Segal & Segal serves as the Retiree Committee.  The
Committee retained Alvarez & Marsal Healthcare Industry Group as
financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.


NY STATE ENVIRONMENTAL: Moody's Rates $25 Million Bonds 'B2'
------------------------------------------------------------
Moody's Investor Services assigned a B2 rating to the $25 million
New York State Environmental Facilities Corporation ("NYSEFC")
bonds which are guaranteed by Casella Waste Systems, Inc.
Proceeds of the notes will be applied to reduce borrowings on the
company's revolving credit facility. Moody's also affirmed
Casella's B3 Corporate Family Rating and B3-PD Probability of
Default Rating, as well as the B2 ratings on the company's Vermont
Economic Development Authority, Finance Authority of Maine, and
Business Finance Authority State of New Hampshire bonds, and the
Caa1 rating on the company's subordinated bonds. Lastly, Moody's
affirmed the SGL-3 Speculative Grade Liquidity Rating. The outlook
remains stable.

Ratings Rationale

The B3 Corporate Family Rating reflects Moody's expectation for
about $10-15 million free cash flow in 2015, the company's high
leverage (just under 6.0x on a Moody's adjusted basis) and high
capex which is typical for solid waste companies (9-10% of
revenue). Moody's debt adjustments are relatively sizable (adding
about .7x of leverage) due to the long duration future lease
obligation stemming from the company's lease obligation for
several publically owned landfills. Underutilization of disposal
assets will continue to weigh on profitability (5% operating
margins projected for 2015, compared to mid to high teens percent
Moody's projects for industry leaders) leading to weak EBIT
interest coverage of .8x. Operational improvement initiatives,
including increasing landfill volumes to the company's Western New
York assets, the end of the punitive 'take or pay' contract in
Massachusetts (which could yield up to 1% margin benefit) during
2015 should lead to benefits in 2016 and beyond.

Liquidity: liquidity is adequate, as indicated by the SGL-3
Speculative Grade Liquidity rating. Following the issue of the
NYSEFC bonds, the company will have around $74 million available
to draw on its revolver with covenant cushion ample.

The stable outlook reflects 2-3% revenue growth for 2015 due to
very low volume and price growth Moody's expects for the solid
waste industry. The $10-15 million free cash flow in 2015 is
likely to be applied to debt reduction.

A meaningful and profitable expansion of the company's operating
footprint beyond New England and New York could lead to a ratings
upgrade. Alternatively, expectation for leverage sustained below
5.0x, high single digit percent free cash flow to debt, and EBITDA
margin close to 25% would likely lead to a ratings upgrade.
Revenue decreasing, free cash flow declining to $0, or uncured
covenant violations would likely lead to a ratings downgrade.

Ratings:

Assigned:

Issuer: New York State Environmental Facility Corporation

  Senior Unsecured Solid Waste Disposal Revenue Bonds: assigned
  B2/ LGD3

Affirmed:

Issuer: Casella Waste Systems, Inc.

  Corporate Family Rating, Affirmed B3

  Probability of Default Rating, Affirmed B3-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-3

  Senior Subordinated Regular Bond/Debenture Feb 15, 2019,
  Affirmed Caa1/LGD5

Issuer: Maine Finance Authority

   Senior Unsecured Revenue Bonds Jan 1, 2025, Affirmed B2/LGD3

Issuer: Vermont Economic Development Authority

   Senior Unsecured Revenue Bonds Apr 1, 2036, Affirmed B2/LGD3

Issuer: New Hampshire (State of) Business Fin. Auth

   Senior Unsecured Solid Waste Disposal Revenue Bonds April 1,
   2029: Affirmed B2/ LGD3

Outlook: Stable

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

Casella is a Northeast United States regional collection and
disposal company focused on municipal solid and construction
waste, specialty waste primarily from energy drilling activities,
as well as collection, processing, and sales of recyclable waste.
Moody's expect revenue for the year ending April 2016 to reach
about $520 million.


OASIS OUTSOURCING: Moody's Assigns B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service, rated Oasis Outsourcing Holdings, Inc's
Corporate Family Rating ("CFR") and Probability of Default Rating
("PDR") at B2 and B2-PD, respectively, new First Lien Credit
Facilities (Revolver and Term Loan, together the "First Lien
Debt"") at B1, and Second Lien Term Loan Lien ("Second Lien Debt")
at Caa1. The rating outlook is stable. This is the first time that
Moody's has assigned a rating to Oasis's debt.

Proceeds of the $220 million of new funded debt will be used to
finance Stone Point Capital's acquisition of Oasis from its
current owner, private equity firm Nautic Partners and to pay
related transaction fees.

Assignments:

Issuer: Oasis Outsourcing Holdings, Inc

  Corporate Family Rating, Assigned B2

  Probability of Default Rating, Assigned B2-PD

  Senior Secured Bank Credit Facility (First Lien Revolver)
  (Local Currency), Assigned B1

  Senior Secured Bank Credit Facility (First Lien Revolver)
  (Local Currency), Assigned LGD3

  Senior Secured Bank Credit Facility (First Lien Term Loan)
  (Local Currency), Assigned B1

  Senior Secured Bank Credit Facility (First Lien Term Loan)
  (Local Currency), Assigned LGD3

  Senior Secured Bank Credit Facility (Second Lien Term Loan)
  (Local Currency), Assigned Caa1

  Senior Secured Bank Credit Facility (Second Lien Term Loan)
  (Local Currency), Assigned LGD5

Outlook Actions:

Issuer: Oasis Outsourcing Holdings, Inc.

  Outlook, Assigned Stable

Ratings Rationale

The B2 CFR reflects Oasis's high starting leverage of over 6x debt
to EBITDA (Moody's adjusted) given its small scale relative to
Professional Employer Organization ("PEO") industry leaders
Automatic Data Processing, Inc (Aa1/stable) and TriNet HR Corp.
(B1/stable) and to similarly-rated Business Services issuers, and
the limited barriers to entry of the highly competitive PEO
industry. Due to the modest scale and Oasis's historical roots,
there is a sizable revenue concentration in Florida accounting for
about one-third of revenues.

The rating is supported by the predictable revenues, as new
customers and steadily expanding existing customers consistently
well-exceed customer attrition, and the modest capital expenditure
requirements. This provides stability to FCF and thus supports
Oasis carrying this level of debt. Moreover, the increasing
complexity of the human resources function due to the Affordable
Care Act and ongoing changes to labor law and regulations
increases the value proposition of PEO firms like Oasis.

The First Lien Debt is rated B1, which is one notch higher than
the CFR and reflects the cushion of Second Lien Debt and unsecured
liabilities. The Second Lien Debt is rated Caa1, which is two
notches lower than the CFR reflects the junior position in the
collateral.

The stable outlook reflects Moody's expectation that over the next
year Oasis will generate mid to upper single digit revenue growth.
Moody's expects that FCF to debt (Moody's adjusted) will rise into
the upper single digits percent over the near term due to
improving FCF and absolute debt reduction. Oasis will have good
liquidity over the next year based on Moody's expectation of FCF
of at least $10 million (Moody's adjusted). Although FCF is
variable between quarters due to modest working capital movements,
Moody's expects that Oasis will maintain the cash balance in
excess of $25 million without needing to access the $50 million
revolver.

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

The rating could be downgraded if Oasis were to experience a
weakening competitive position, as evidenced by flat revenues or
declining margins. The rating could also be downgraded if Oasis
fails to reduce debt such that FCF to debt (Moody's adjusted) is
likely to remain below the upper single digits for an extended
period.

The principal methodology used in this rating was the Global
Business and 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.

Oasis Outsourcing Holdings, Inc., based in West Palm Beach,
Florida is a Professional Employer Organization ("PEO"), which
provides outsourced human resource functions, including payroll,
benefits acquisition, and regulatory compliance management
generally to small and mid-sized businesses.


PALM BEACH COMMUNITY: Wins Confirmation of Reorganization Plan
--------------------------------------------------------------
The Bankruptcy Court entered an order on Dec. 4, 2014, (i)
confirming Palm Beach Community Church, Inc.'s Third Amended Plan
of Reorganization; (ii) naming Robert C. Furr, Esq., as disbursing
agent; (iii) and scheduling a status conference on Feb. 19, 2015
at 2:00 p.m.

The Debtor's Third Amended Plan proposes to pay creditors of from
the Debtor's funds on hand, revenue from its preschool, Lease
Agreements, revenues from the Borland Center, tithing and other
donations from the Church members.  The Plan also provides for the
payment of administrative claims to be paid in full on the
Effective Date of the Plan with respect to any such claim.

The distribution of cash required will be made from the Debtor's
funds on hand, revenue from its preschool, Lease Agreements,
Borland Center events, tithing and other donations from church
members, the continuing operation of Debtor prior to the Effective
Date or by Reorganized Debtor following the Effective Date.

A copy of the Third Amended Plan is available for free at:

         http://bankrupt.com/misc/PALMBEACH_208_3plan.pdf

The Debtor's attorneys can be reached at:

         Robert C. Furr, Esq.
         Aaron A. Wernick, Esq.
         FURR AND COHEN, P.A.
         2255 Glades Road
         One Boca Place, Suite 337W
         Boca Raton, FL 33431
         Tel: (561) 395-0500
         Fax: (561)338-7532
         E-mail: rfurr@furrcohen.com
                 awernick@furrcohen.com

                   About Palm Beach Community

Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013.  The
petition was signed by Raymond Underwood as president.  The Debtor
scheduled total assets of $14.6 million and total liabilities of
$11.43 million.

Palm Beach Community Church won permission to employ Robert C.
Furr and the law firm of Furr and Cohen, P.A., as attorney; and
Roy Wiley and Covenant Financial, Inc. dba SmartPlan Financial
Services as accountants.

In December 2013, the U.S. Trustee informed the Bankruptcy Court
that it was unable to appoint a committee of creditors in the
case.


PARQ HOLDINGS: Moody's Lowers Rating on New 1st Lien Loan to 'B1'
-----------------------------------------------------------------
Moody's Investors Service affirmed Parq Holdings Limited
Partnership's B3 corporate family rating (CFR) and B3-PD
probability of default rating, and downgraded the ratings on the
company's proposed first lien term loans to B1 from Ba3 as they
have been upsized by US$90 million to US$265 million. Moody's also
withdrew the Caa1 rating on the proposed second lien notes as they
have been cancelled. The ratings outlook is stable.

The downgrade of the first lien term loans reflects a change in
the mix of first lien, second lien, subordinated debt and equity
in the company's capital structure (please refer to Moody's press
release dated November 3, 2014 for more information). The ratings
are subject to Moody's review of final documentation.

Ratings Affirmed:

  Corporate Family Rating, B3

  Probability of Default Rating, B3-PD

Ratings Downgraded:

  US$220 million first lien term loan due 2020, to B1 (LGD3) from
  Ba3 (LGD2)

  US$45 million first lien delayed draw term loan due 2020, to B1
  (LGD3) from Ba3 (LGD2)

Ratings Withdrawn

  US$200 million second lien notes due 2021, Caa1 (LGD4)

Outlook:

  Remains Stable

Ratings Rationale

Parq's B3 CFR primarily reflects risks related to the single
location, competition from rated peers, saturation of gaming
facilities in Vancouver, the potential for delays and cost over-
runs, and high pro forma leverage. These factors are mitigated by
the fixed price contract and adequate funding to complete the
project, attractive location, growing tourism in Vancouver, and
Marriott's brand strength. Leverage (adjusted Debt/EBITDA) after
the first year of operation will be around 7x but is expected to
fall towards 6x within 12 to 18 months thereafter.

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

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

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

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

Parq Holdings Limited Partnership plans to develop a casino in
Vancouver, British Columbia, adjacent to BC Place, that will have
600 slot machines and 75 table games, and two Marriott branded
hotels that will have a total of 517 rooms. Parq is owned 37%, 37%
and 26% respectively by Paragon Gaming, Dundee Corporation and PBC
Group.


PEREGRINE FINANCIAL: Customers in Line to Recover Millions More
---------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that former customers of Peregrine Financial Group Inc., the
brokerage firm that collapsed after the exposure of its founder's
fraud, are in line to recover more of the $394 million they are
owed.  According to the report, bankruptcy trustee Ira Bodenstein
wants to distribute up to $34 million to Peregrine's commodities
futures customers based in the U.S. and abroad, the third such
distribution since the Iowa brokerage's 2012 collapse.

                    About Peregrine Financial

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

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

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

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

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PHILIPPE FAMILY: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Philippe Family Investment Company, LLLP
        341 Frisco Street
        Frisco, CO 80443

Case No.: 14-26293

Chapter 11 Petition Date: December 8, 2014

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

Judge: Hon. Michael E. Romero

Debtor's Counsel: Aaron J. Conrardy, Esq.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: 303-296-1999
                  Fax: 303-296-7600
                  Email: aconrardy@sendwass.com

                    - and -

                  Harvey Sender, Esq.
                  SENDER WASSERMAN WADSWORTH, P.C.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: 303- 296-1999
                  Fax: 303-296-7600
                  Email: Sendertrustee@sendwass.com
                         hsender@sww-legal.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert S. Philippe, general partner.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob14-26293.pdf


PHOENIX PAYMENT: Wants Until March 2 to Decide on Arizona Lease
---------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Jan. 6, 2015 at
11:00 a.m., to consider Phoenix Payment Systems, Inc.'s motion to
extend until March 2, 2015, their time to assume or reject
unexpired leases of nonresidential real property, including the
Arizona Lease.  Objections, if any, are due Dec. 16, 2014 at
4:00 p.m.

According to the Debtor, the sale of substantially all of the
Debtor's assets to EPX Acquisition Company, LLC, the purchaser,
which is an affiliate of North American Bancard, LLC, closed on
Oct. 23, 2014.

Prior to the Petition Date, the Debtor was a party to lease of
certain non-residential real property in Arizona.  As of the
Closing Date, the purchaser had not completed its determination of
whether it wanted to accept assignment of the Arizona Lease in
connection with the sale.  The Debtor and the purchaser, however,
desired to consummate the sale without finalizing whether the
Arizona Lease would be assumed and assigned to the purchaser.

In order to ensure all rights with respect to the Arizona Lease
would be preserved until the Purchaser made a determination, the
Debtor, the purchaser and the landlord under the Arizona Lease,
The Arizona State Retirement System, entered into that certain
Sublease and Consent Agreement, dated as of Oct. 8, 2014.

Pursuant to the sublease, the Debtor, the purchaser and the
landlord agreed that the purchaser would sublet the Arizona Office
while the purchaser finalized its decision, and that the Debtor
would either assumed and assign to the purchaser or reject the
Arizona Lease by no later than March 31, 2015.

                      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.


PRECISION MEDICAL: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Precision Medical Holdings, Inc.
                   aka Precision Repair Network
                   aka Universal Medical Equipment Supply, Inc.
                   aka Precision Repair Network, Inc.
                   aka Universal Medical Equipment, Inc.
                   aka United Medical Equipment, Inc.
                   aka Precision Medical Equipment Supply, Inc.
                   aka Elegant Medical Supply
                   aka Universal Medical Rental and Equipment
                       Sales
                9303 Chesapeake Drive
                San Diego, CA 92123

Case Number: 14-09522

Involuntary Chapter 11 Petition Date: December 8, 2014

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Louise DeCarl Adler

Petitioners' Counsel: Jeffry A. Davis, Esq.
                      MINTZ LEVIN COHN FERRIS GLOVSKY & POPEO
                      3580 Carmel Mountain Road, Suite 300
                      San Diego, CA 92130
                      Tel: 858-314-1500
                      Fax: 858-314-1501
                      Email: jadavis@mintz.com

  Petitioners                Nature of Claim  Claim Amount
  -----------                ---------------  ------------
Torrey Pines Precision            Loan        $1,950,000
Medical, LLC
6605 Nancy Ridge Road
San Diego, CA 92121

Nikolay Savchuk                   Loan        $1,150,000
6605 Nancy Ridge Road
San Diego, CA 92121

American Medical Wholesale      Advances        $600,000
4740 Murphy Canyon Road
Suite 205
San Diego, CA 92123


PVA APARTMENTS: Receiver Still Has Control Over Disputed Assets
---------------------------------------------------------------
U.S. Bankruptcy Judge Roger Efremsky granted the request of
Concord Funding Group, LLC to excuse the receiver who is managing
two apartment buildings owned by PVA Apartments LLC from turning
them over to the company.

The properties located in Concord, California, were posted as
collateral for the $8 million loan extended by Preferred Bank to
PVA Apartments and another company BEA East Apartments, LLC.

Concord Funding, PVA Apartment's secured lender that bought the
loan from the bank, sued the companies after they defaulted on the
loan.  In connection with the lawsuit, Stephen Donell was
appointed receiver to manage the properties.

                       About PVA Apartments

Oakland, California-based PVA Apartments, LLC filed Chapter 11
protection (Bankr. N.D. Cal. Case No. 14-44224) on Oct. 18, 2014.
Bankruptcy Judge Hon. Roger L. Efremsky presides over the case.
Sydney Jay Hall, Esq., at the Law Offices of Sydney Jay Hall
represents the Debtor.  The Debtor estimated its assets at
$10 million to $50 million and its debts at $1 million to $10
million.

The petition was signed by Eric Terrell, shareholder.  The Debtor
did not file a list of its largest unsecured creditors when it
filed the petition.


PVA APARTMENTS: Drops Bid to Determine Agoura Claim Value
---------------------------------------------------------
PVA Apartments, LLC, withdrew its motion to determine the value of
security of Agoura Hills Financial's secured claim on a property
owned by the company.

The property is an apartment building located at 2354 Bonifacio
Street, in Concord, California, which is being managed by a
receiver who was appointed after Concord Funding Group, LLC, sued
PVA Apartments after it defaulted on its loan.

In its motion filed on Oct. 23, PVA Apartments argued that there
is no allowable secured claim for the second mortgage lien held by
Agoura since the value of the first mortgage lien held by Concord
Funding already exceeds the "fair market value" of the property.

                       About PVA Apartments

Oakland, California-based PVA Apartments, LLC filed Chapter 11
protection (Bankr. N.D. Cal. Case No. 14-44224) on Oct. 18, 2014.
Bankruptcy Judge Hon. Roger L. Efremsky presides over the case.
Sydney Jay Hall, Esq., at the Law Offices of Sydney Jay Hall
represents the Debtor.  The Debtor estimated its assets at $10
million to $50 million and its debts at $1 million to $10 million.

The petition was signed by Eric Terrell, shareholder.  The Debtor
did not file a list of its largest unsecured creditors when it
filed the petition.


QR ENERGY: S&P Ups Corp. Credit Rating to 'B+', Off Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on QR
Energy L.P. from CreditWatch where S&P placed them with positive
implications on July 29, 2014, following Breitburn Energy Partners
L.P.'s announcement that it would acquire QR for about $3 billion,
including assumed debt.  S&P assess QR to be a "core" subsidiary
of Breitburn.

S&P is raising the corporate credit rating on QR to 'B+' (same as
Breitburn) from 'B'.  In addition, S&P is affirming the 'B-'
senior unsecured ratings of QR (same as Breitburn) and revising
the recovery rating to '6' (same as Breitburn), reflecting S&P's
expectation of negligible (0% to 10%) recovery if a payment
default occurs, from '5'.  The outlook is negative.

QR's credit facility was repaid in full at the close of the
merger, and S&P expects QR's $300 million notes due 2020 to be
redeemed by Dec. 22, 2014.  Following the redemption of the notes,
S&P expects to withdraw all the ratings on QR Energy.

The upgrade of QR Energy's corporate credit rating and affirmation
of the senior unsecured rating reflect its acquisition by
Breitburn and S&P's assessment of QR as a "core" subsidiary.

S&P assess QR as a "core" entity as defined under S&P's group
rating methodology.  S&P expects Breitburn will provide
extraordinary support for QR, including the refinancing of its
debt, provide management, and realize the benefits of Breitburn's
extensive business relationships for the processing and
transportation of production.

On Nov. 19, 2014, QR Energy issued notices of redemption to
noteholders.  A redemption date of Dec. 19, 2014, was set for 35%
of its notes, followed by Dec. 22, 2014, for the remaining notes
outstanding.  S&P expects to withdraw all ratings of QR Energy
once it redeems the senior unsecured debt obligations.

"The negative outlook reflects that of parent Breitburn.  It
reflects our expectation that leverage will rise to a level
inconsistent with the rating unless Breitburn takes steps to
reduce debt or fund growth through external sources," said
Standard & Poor's credit analyst Paul Harvey.

S&P could lower ratings if the partnership does not take steps to
reduce leverage and maintain debt to EBITDA below 5x.

S&P could revise the outlook to stable if Breitburn issues
sufficient preferred or common equity, completes asset sales, or
secures external funding such that S&P expects debt leverage to
stabilize below 5x debt to EBITDA, and FFO to debt above 12%.


REICHHOLD INC: Court Approves Jan. 8 Auction for Assets
-------------------------------------------------------
Reichhold, Inc., received approval from the U.S. Bankruptcy Court
for the District of Delaware of certain bidding procedures in
connection with the sale of substantially all of its US assets.
The approved bidding procedures contemplate a Court-supervised
auction process, which is designed to achieve the highest and best
offer for INC's assets.

On Nov. 12, 2014, Reichhold, Inc. entered into an Asset Purchase
Agreement with its bondholders as the "stalking horse" bidder,
subject to higher and better offers and Court approval.  Reichhold
affiliates located outside of the United States are not included
in the sale.

Reichhold, Inc., in conjunction with CDG Group, LLC, its court-
approved financial advisor and investment banker, is soliciting
bids from interested parties for all or a subset of its assets.
Such parties could include strategic and financial bidders.  The
bid deadline established by the Bankruptcy Court is Jan. 6, 2015.
If INC receives one or more qualified bids, it will conduct an
auction for the sale of the assets on Jan. 8, 2015 at
10:00 a.m.

Inquiries regarding the sale should be directed to Robert A. Del
Genio, CDG Group, LLC, 650 Fifth Avenue, New York, New York 10019,
(212) 813-1640, redelgenio@cdggroup.com

                         About Reichhold

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

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

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

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

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

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

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

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

The cases are assigned to Judge Mary F. Walrath.

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


ROBO OF LOUISIANA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: ROBO of Louisiana, Inc.
          dba ROBO Dock & Door
        7575 E Industrial Ave.
        Baton Rouge, LA 70805

Case No.: 14-11559

Chapter 11 Petition Date: December 8, 2014

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Arthur A. Vingiello, Esq.
                  STEFFES, VINGIELLO & MCKENZIE, LLC
                  13702 Coursey Blvd., Blg. 3
                  Baton Rouge, LA 70817
                  Tel: 225-751-1751
                  Fax: 225-751-1998
                  Email: avingiello@steffeslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ronald Keith Stelly, president/CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/lamb14-11559.pdf


ROCK HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Rock Holdings and Development Corporation
        PO Box 1419
        Guaynabo, PR 00970

Case No.: 14-10086

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: December 8, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Mary Ann Gandia, Esq.
                  GANDIA-FABIAN LAW OFFICE
                  PO Box 270251
                  San Juan, PR 00927
                  Tel: 7873907111
                  Fax: 787763-8212
                  Email: gandialaw@gmail.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Antonio Pavia Bibiloni, president and
sub secretary.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb14-10086.pdf


SAMUEL WYLY: U.S. Trustee Names Four Members to Committee
---------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that the U.S. Trustee has filed a notice of the appointment of
four creditors to the Official Committee of Unsecured Creditors of
Samuel Wyly.

According to the report, the Committee appointment came after U.S.
Bankruptcy Judge Barbara J. Houser in Dallas signed an order
directing the U.S. Trustee to immediately appoint an official
committee to include all of the proposed committee members -- a
joint liquidator of Security Capital Ltd., as well as the Third
Church of Christ, Scientist and The Thanks-Giving Foundation.  The
U.S. Trustee also named The Aspen Institute as the fourth member,
the report related.

Judge Houser, the Bloomberg report related, found that the U.S.
Trustee acted "irrationally, arbitrarily and capriciously" in
determining that the three proposed committee members couldn't
serve.

As previously reported by The Troubled Company Reporter, Security
Capital, a company that made loans to Mr. Wyly, the church and the
foundation all sought to have seats in the committee, but the U.S.
Trustee objected for several reasons, one being Security Capital
an alleged insider as anything it collects goes back to Mr. Wyly.
The Securities and Exchange Commission also opposed the bid of the
church and the foundation.

                        About Samuel Wyly

Samuel Wyly filed for Chapter 11 bankruptcy protection on Oct. 19,
2014, weeks after a judge ordered him to pay several hundred
million dollars in a civil fraud case.  In September, a federal
judge ordered Mr. Wyly and the estate of his deceased brother to
pay more than $300 million in sanctions after they were found
guilty of committing civil fraud to hide stock sales and nab
millions of dollars in profits.

The case is In re Samuel E. Wyly, 14-35043, U.S. Bankruptcy Court,
Northern District of Texas (Dallas).


SAN BERNARDINO, CA: Judge Stops Firefighters' Labor Suit
--------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Meredith Jury in
California blocked a firefighters union from pressing for damages
in state court after being forced last year to begin footing part
of San Bernardino's required payments to the California Public
Employees' Retirement System.

According to the report, Judge Jury refused to grant the
firefighters relief from the automatic stay on their claims for
labor-law violations, saying that to do so would hand off a
dispute she was perfectly capable of adjudicating and potentially
interfere with her administration of the bankruptcy.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SCIENCE FITNESS: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Science Fitness, LLC
        P.O. Box 1010
        Evans, GA 30809

Case No.: 14-12297

Chapter 11 Petition Date: December 8, 2014

Court: United States Bankruptcy Court
       Southern District of Georgia (Augusta)

Judge: Hon. Susan D. Barrett

Debtor's Counsel: Todd Boudreaux-CMW, Esq.
                  SHEPARD PLUNKETT HAMILTON BOUDREAUX LLP
                  7013 Evans Town Center Blvd Suite 303
                  Evans, GA 30809
                  Tel: 706-869-1334
                  Fax: 706-868-6788
                  Email: tboudreaux@shepardplunkett.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by W. Larry Hogue, Jr., owner.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/gasb14-12297.pdf


SPECTRASCIENCE INC: Rand Mulford Joins Board of Directors
---------------------------------------------------------
Rand Mulford was appointed to the board of directors of
SpectraScience, Inc. on December 1, 2014.  At the time of his
appointment, Mr. Mulford was assigned to the compensation and
audit committees of the board.

                       About SpectraScience

SpectraScience, Inc. (OTC QB: SCIE) is a San Diego based medical
device company that designs, develops, manufactures and markets
spectrophotometry systems capable of determining whether tissue is
normal, pre-cancerous or cancerous without physically removing
tissue from the body.  The WavSTAT(TM) Optical Biopsy System uses
light to optically scan tissue and provide the physician with an
immediate analysis.

On Nov. 6, 2007, the Company acquired the assets of Luma Imaging
Corporation in an equity transaction accounted for as an
acquisition of assets and now operates LUMA as a wholly-owned
subsidiary of the Company.

As reported in the TCR on April 25, 2013, McGladrey LLP, in Des
Moines, Iowa, in its report on the Company's financial statements
for the year ended Dec. 31, 2012, said the Company has suffered
recurring losses from operations and its ability to continue as a
going concern is dependent on the Company's ability to attract
investors and generate cash through issuance of equity instruments
and convertible debt.  "This raises substantial doubt about the
Company's ability to continue as a going concern."

On Feb. 3, 2014, SpectraScience dismissed McGladrey as the
Company's independent registered accounting firm effective
immediately, and engaged HJ Associates & Consultants, LLP, as
replacement accounting firm.


SUTTER PARK: Foreclosure of Woodside Lot Set for Jan. 9
-------------------------------------------------------
Pursuant to a Judgment of Foreclosure and Sale dated August 6,
2014 and entered on August 21, 2014, Zenith T. Taylor, Esq., as
referee, will sell at public auction at the Queens County Supreme
Courthouse, 88-11 Sutphin Blvd., in Courtroom #25, Jamaica, NY on
Jan. 9, 2015, at 10:00 a.m. the premises in the Borough and County
of Queens, City and State of New York, known as Tax Lot 55 in
Block 2328.  The premises is known as vacant land, Woodside.  The
Approximate amount of the lien is $1,966.87 plus interest and
costs. Premises will be sold subject to provisions of filed
judgment and terms of sale.

The foreclosure case is NYCTL 2011-A TRUST and THE BANK OF NEW
YORK MELLON, as Collateral Agent and Custodian for the NYCTL 2011-
A TRUST, Plaintiffs against SUTTER PARK HOMES, INC., et al
Defendant(s).

The Referee serves as counsel to the Plaintiff and may be reached
at:

     Zenith T. Taylor, Esq.
     SEYFARTH SHAW LLP
     620 Eighth Avenue, 32nd Floor
     New York, NY 10018-1405


TASC INC: Moody's Assigns B2 CFR After Engility Merger Plans
------------------------------------------------------------
Moody's Investors Service has assigned ratings, including a B2
Corporate Family Rating, to the borrowing entity planned for the
merger of TASC, Inc. and Engility Holdings, Inc. Concurrently, a
Ba3 rating has been assigned to the incremental first lien debts
planned and a Caa1 to the second lien debt planned. Proceeds of
the incremental borrowings will help fund the transaction and
repay Engility's existing debt. The rating outlook is Stable.

The review with direction uncertain direction on TASC's existing
B1 first lien debt rating has been revised to review for upgrade,
while the review for upgrade on TASC's existing Caa2 second lien
debt rating continues. At close of the planned merger Moody's
expects to raise TASC's existing first lien debt rating to Ba3
from B1 and raise the second lien debt rating to Caa1 from Caa2.
The review will be concluded upon close of the merger, currently
scheduled to occur in the first quarter of 2015.

Ratings:

TASC, Inc.

  Corporate Family Rating, B3 under review for upgrade

  Probability of Default, B3-PD under review for upgrade

  $50 million first lien revolver due 2019, B1, LGD2 under review
  with direction uncertain, changed to under review for upgrade

  $395 million first lien term loan due 2020, B1, LGD2 under
  review with direction uncertain, changed to under review for
  upgrade

  $250 million second lien term loan due 2021, Caa2, LGD5 under
  review for upgrade

Rating outlook, RUR

TASC, Inc. (New)

  Corporate Family Rating, assigned at B2

  Probability of Default Rating, assigned at B2-PD

  $60 million incremental first lien revolver due 2019, assigned
  at Ba3, LGD2

  $435 million incremental first lien term loan due 2020,
  assigned at Ba3, LGD2

  $150 million second lien term loan due 2021, assigned at Caa1,
  LGD5

  Speculative Grade Liquidity Rating, assigned at SGL-3

  Rating Outlook, Stable

Ratings Rationale

At close of the pending merger TASC's CFR will be raised to B2
from B3 on expectation of lower financial leverage, increased
revenue diversity and the potential for a more competitive cost
structure following integration. Pro forma for the transaction
Moody's estimates 2014 debt/EBITDA in the low 6x range but that
ratio would be less after excluding unusual costs. Funds From
Operation of $80 million to $100 million in 2015 seems achievable
and the company intends to reduce term loan with its free cash
flow. Across 2015 debt/EBITDA descending closer to 5x seems
achievable. Without the merger TASC's debt/EBITDA ratio will
probably rise above 7x in 2015.

Transaction costs and the dividend that Engility plans to issue at
close will add debt and thereby limit what would be a more
transformational credit profile improvement from the merger. That
said, the rating expects synergies from revenue improvement while
EBITDA margin of at least 10% should be realized. Since 2012
Engility's internal revenues have declined by about 15% year-over-
year while TASC's have contracted at a slightly higher rate.
Engility's revenue decline severity should lessen as work in
support of US troops in Afghanistan tapers off; the 2014 backlog
trend has been more encouraging as well. In Moody's view defense
services contractor revenues will likely decline by 5% to 8% p.a.
over 2014-2016. The capacity to promote TASC's skilled labor
offerings across Engility's US defense agency customer base should
permit greater bidding opportunities. Adoption of Engility's low-
cost operating model and the broadened scale should help fixed
cost allocation and may thereby enhance TASC's price
competitiveness. Quality of integration execution and customer
receptivity will be critical to success.

The Speculative Grade Liquidity rating of SGL-3 denotes an
adequate liquidity profile that will follow the merger. While good
covenant cushion is expected under the first lien facility's
maintenance covenant that should permit full access to the planned
$110 million first lien revolver, a cash balance of only $50
million will follow transaction close. Working capital tends to
rise in the first quarter for defense contractors and total
liquidity will probably narrow until the second quarter. Even
without lower total liquidity from the seasonal working swing, the
revolver commitment size will be relatively small and the
beginning cash balance will be rather modest against the $2.5
billion annual revenue base. Cash buffer may rise across 2015
which would help the liquidity profile.

The Stable rating outlook anticipates moderation of the recent
revenue contraction rate, and a favorable tax shield from the
transaction which should permit good cash flow through earnings.
The planned management team's intent to focus on prepaying debt
near term -- in step with how Engility prepaid debt following its
mid-2012 spin-off from L-3 Communications -- helps the Stable
outlook.

Upward rating momentum would depend on a more robust liquidity
position, expectation of debt to EBITDA sustained closer to the
mid 4x level with annual FCF of $150 million or greater. Downward
rating pressure would follow debt/EBITDA above the mid 6x range,
annual FCF below $75 million or thin liquidity.

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

TASC, Inc. provides advanced systems engineering and integration
services to U.S. Government intelligence agencies, Department of
Defense and various civil agencies. The existing company is a
former unit of Northrop Grumman Corporation's advisory services
segment and was acquired for $1.65 billion in a leveraged
transaction by affiliates of General Atlantic and Kohlberg Kravis
Roberts in late 2009. Revenues in 2013 were $1.3 billion. Engility
Holdings, Inc., through its subsidiaries, provides systems
engineering services, training, program management and operational
support for the U.S. Government worldwide. Engility Holdings,
Inc., which was spun off from L-3 Communications Holdings, Inc. on
July 17, 2012, had revenues of $1.4 billion in 2013.


TRUMP ENTERTAINMENT: Hearing on DIP Financing Tomorrow
------------------------------------------------------
Trump Entertainment Resorts, Inc., et al., are seeking approval
from the Bankruptcy Court to obtain up to $5 million of
postpetition financing from Carl Icahn's Icahn Agency Services, as
administrative agent and collateral agent, and IEH Investments I
LLC as lender. The Bankruptcy Court adjourned to Dec. 11, 2014, at
10:00 a.m., the hearing scheduled for Dec. 4

The terms of the DIP facility include, among other things:

DIP Lender(s):          IEH Investments I LLC.

Facility:               A multiple draw superpriority senior
                        secured priming debtor-in-possession term
                        loan facility in an aggregate principal
                        amount not to exceed $5 million.

Availability Period:    Subject to compliance with all terms,
                        conditions and covenants contained in the
                        DIP Credit Agreement and the other DIP
                        Loan Documents, DIP Loans under the DIP
                        Facility may be drawn during the period
                        from and including the Closing Date up to
                        but excluding the DIP Termination Date.

Closing Date:           The date (such date not to be later than
                        Dec. 19, 2014) on which the conditions set
                        forth in Section 1 of the commitment
                        letter and in the conditions precedent to
                        closing section of this Term Sheet have
                        been satisfied.

Use of Proceeds:        The proceeds of the DIP Loans will be used
                        in compliance with the approved budget,
                        solely to: (i) fund certain fees, costs
                        and expenses associated with the DIP
                        Facility; (ii) finance the on-going
                        working capital and other general
                        corporate purposes of the Company; and
                        (iii) finance the costs of administration
                        of the cases.

Maturity Date:          All obligations under the DIP Facility
                        will be due and payable in full in cash on
                        the earliest of (i) Jan. 31, 2015, (ii)
                        Jan. 16, 2015.

As adequate protection from any diminution in value of the
prepetition lenders' collateral, the Debtor will grant the lenders
replacement liens, superpriority DIP claims, subject to carve out
on certain expenses.

In connection with any sale of any of the Debtors' assets under
Section 363 of the Bankruptcy Code, the DIP Administrative Agent
or the DIP Collateral Agent will have the right to credit bid the
full amount of all of the DIP obligations.

The interest rate under the DIP Facility will be 10% per annum,
payable in PIK.  After the occurrence of an event of default,
DIP loans and all other DIP obligations will bear cash interest at
the above rate plus 2% per annum.

A copy of the DIP Facility Motion is available for free at:

      http://bankrupt.com/misc/TrumpEnt_565_motionDIP.pdf

                 About Trump Entertainment Resorts

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

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

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

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

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

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

The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors.  The Committee tapped
Gibbons P.C. as its co-counsel, the Law Office of Nathan A.
Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as
its financial advisor.


UNITEK GLOBAL: Gets Final OK $57-Million DIP Package
----------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Peter J. Walsh in
Delaware gave telecommunications services contractor UniTek Global
Services Inc. final approval of up to roughly $57 million in
debtor-in-possession financing, but a fight with shareholders over
confirmation of its prepackaged Chapter 11 plan still looms.

Wilmington Trust, National Association, as agent, and a consortium
of lenders agreed to provide a DIP loan consisting of:

   -- commitments to lend an aggregate principal amount of up to
      $43,000,000 as term advances;

   -- revolving credit commitments of $10,000,000 to provide
      liquidity for working capital and general corporate purposes
      of the DirectSAT Business;

   -- commitments to purchase participations in, and reimburse the
      ABL Facility Agent for any amount draw under, the
      $3.7 million letter of credit issued to secure certain
      obligations of the Other Business under the ABL Facility
      Credit Agreement; and

   -- a roll up of all outstanding letters of credit under the ABL
      Facility existing as of the Petition Date.

The interest rates under the DIP Facility will be the Eurodollar
Rate + 8.50% per annum, with 1.0% per annum of the amount payable
in king, or, at the Debtors' election, the Alternate Base Rate +
7.50% per annum, with 1.0% per annum of the amount payable in
kind, payable monthly in arrears.  The interest rates will
increase by 2.0% per annum during the existence of an event of
default.

The DIP facility matures Jan. 21, 2015, provided that this date
may be extended (a) for an additional 30 days upon delivery of a
notice and payment of the extension fee in each case on or after
Jan. 11, 2015 but before Jan. 15, 2015, and (b) for a further 30
days upon delivery of notice and the consent of ABL Facility Agent
and the Determining Lenders, in each case so long as no event of
default under the DIP Facility has then occurred and is
continuing.

                  About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

On Nov. 3, 2014 UniTek Global and nine subsidiary companies filed
petitions in the United States Bankruptcy Court for the District
of Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code.  The Debtors' cases have been assigned to Judge
Judge Peter J. Walsh. The Debtors are seeking to have their cases
jointly administered for procedural purposes, with pleadings to be
maintained on the case docket for UniTek Global Services, Inc.,
Case No. 14-12471.

The Debtors have tapped Morgan, Lewis & Bockius LLP as counsel;
Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; Miller
Buckfire & Co. LLC, as financial advisor; Protiviti Inc., and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.

As of Sept. 30, 2014, the Debtors have 2,500 employees,
substantially all of whom are full-time.

UniTek Global reported a net loss of $52.07 million on $472
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $77.7 million on $438 million of revenues
in 2012.

The Company's balance sheet at March 29, 2014, showed $250 million
in total assets against $257 million in total liabilities.


VERSO PAPER: To Sell Shuttered Maine Mill to Metal Disposer
-----------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that coated-paper producer Verso Paper Corp. has reached a deal to
sell its mill in Bucksport, Maine, which is slated to close by the
end of the year, as the company works to close its acquisition of
rival paper company NewPage Corp.

According to the report, a subsidiary of American Iron & Metal Co.
Inc. will pay $60 million for Verso's assets in Bucksport, which
include the mill and additional energy facilities, in a
transaction that's expected to close early next year.

                            About Verso

Verso is a North American producer of coated papers, including
coated groundwood and coated freesheet, and specialty products.
Verso is headquartered in Memphis, Tennessee, and owns three paper
mills located in Maine and Michigan.  Verso's paper products are
used primarily in media and marketing applications, including
magazines, catalogs and commercial printing applications such as
high-end advertising brochures, annual reports and direct-mail
advertising.  Additional information about Verso is available on
its Web site at http://www.versopaper.com/


WESTMAIN PROFESSIONAL: Case Summary & Unsecured Creditor
--------------------------------------------------------
Debtor: Westmain Professional Building, LLLP
        101 West Main Street
        Frisco, CO 80443

Case No.: 14-26295

Chapter 11 Petition Date: December 8, 2014

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

Judge: Hon. Elizabeth E. Brown

Debtor's Counsel: Aaron J. Conrardy, Esq.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: 303-296-1999
                  Fax: 303-296-7600
                  Email: aconrardy@sendwass.com

                    - and -

                  Harvey Sender, Esq.
                  SENDER WASSERMAN WADSWORTH, P.C.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: 303- 296-1999
                  Fax: 303-296-7600
                  Email: Sendertrustee@sendwass.com
                         hsender@sww-legal.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert S. Philippe, managing partner.

The Debtor listed U.S. Bank, N.A., as its largest unsecured
creditor holding a claim of $5.91 million.

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

            http://bankrupt.com/misc/cob14-26295.pdf


WINTHROP REALTY: Sells Philly Building for $85MM Amid Liquidation
-----------------------------------------------------------------
Law360 reported that Winthrop Realty Trust Inc. said that it has
sold a downtown 502,000-square-foot Philadelphia office building
property for $85 million to an unnamed unaffiliated buyer, in the
latest sale as the publicly traded real estate investment trust
pursues its liquidation plan amid its financial woes.

According to the report, the Boston-based REIT said it will net
$40.8 million from the sale of 1515 Market St. after paying the
remainder of a mortgage loan and closing costs.

                   About Winthrop Realty Trust

Headquartered in Boston, Massachusetts, Winthrop --
http://www.winthropreit.com-- is a NYSE-listed real estate
investment trust (REIT).  Winthrop's shareholders recently adopted
a plan of liquidation pursuant to which Winthrop is liquidating
and winding down and, in connection therewith, is seeking to sell
its assets in an orderly fashion to maximize shareholder value.


* Judge Tosses, Then Reinstates 'Passive-Aggressive' Atty
---------------------------------------------------------
Law360 reported that a Massachusetts bankruptcy judge booted a
debtor's attorney from a case on the eve of trial for giving
"passive-aggressive" answers on an attorney disclosure form, but
quickly reinstated the lawyer the next day without promise of
compensation after the attorney filed an emergency motion for
reconsideration.  According to the report, U.S. Bankruptcy Judge
Henry J. Boroff accused Boston bankruptcy attorney Walter Oney of
failing to provide sufficient information on his disclosure form,
despite getting three chances to do so.


* Commercial Ch. 11 Filings Down 39% November From Year Earlier
---------------------------------------------------------------
The American Bankruptcy Institute, citing data provided by Epiq
Systems, Inc., reported that total bankruptcy filings in the U.S.
for November 2014 decreased 16 percent compared to the previous
year.  November bankruptcy filings totaled 62,403, down from the
74,070 filings registered in November 2013.

Total commercial filings for November 2014 were 2,248,
representing a 27 percent decrease from the 3,085 filings reported
during the same period in 2013. Commercial chapter 11 filings
totaled 296 in November, a 39 percent decrease from the 487 filed
in November 2013. The 60,155 total noncommercial filings for
November represented a 15 percent drop from the November 2013
noncommercial filing total of 70,985.

"Bankruptcies will continue to recede amidst tepid consumer
spending, sustained low interest rates and high costs to file for
both consumers and businesses," said ABI Executive Director Samuel
J. Gerdano. "We are on pace this year for bankruptcies to be well
under 1 million filings, the lowest total since 2007."

November bankruptcy filings also decreased from October. Total
filings were down 21 percent from October?s total of 78,977.
Noncommercial filings also decreased 21 percent in November from
the October total of 76,122, and commercial filings also dropped
21 percent from the October total of 2,855. November commercial
chapter 11 filings registered a 24 percent decrease from the 387
filings in October.

The average nationwide per capita bankruptcy filing rate for the
first 11 calendar months of 2014 (Jan. 1-Nov. 30) decreased
slightly to 2.97 (total filings per 1,000 per population) from the
3.03 rate reported for the first 10 months of the year. The
average daily filing total in November 2014 was 2,013, a 16
percent decrease from the 2,389 total daily filings reported in
November 2013. States with the highest per capita filing rate
(total filings per 1,000 population) through the first 11 months
of 2014 were:

   * Tennessee (6.22)
   * Alabama (5.34)
   * Georgia (5.30)
   * Utah (4.93)
   * Illinois (4.72)

ABI has partnered with Epiq Systems, Inc. in order to provide the
most current bankruptcy filing data for analysts, researchers and
members of the news media. Epiq Systems is a leading provider of
managed technology for the global legal profession.


* BofA Says Its Bankruptcy Debt Reporting Practices Are Legit
-------------------------------------------------------------
Law360 reported that Bank of America Corp. renewed its push to
escape a class action lawsuit claiming it purposely refuses to
update credit reports of customers whose debts have been
discharged in bankruptcy, telling a New York federal judge it has
no obligation to provide such information.  According to the
report, the Charlotte, North Carolina-based lender contends that
it is not in violation of bankruptcy court orders discharging
debts of the putative class, since there isn't any directive in
those orders.


* Citigroup, DOJ Wrap Up Deal Over Exposed Customer Info
--------------------------------------------------------
Law360 reported that the U.S. Department of Justice's U.S. Trustee
Program said that the independent auditor appointed under a
nationwide settlement reached between the agency and Citigroup
Inc. to protect the personal information of consumers has filed
his final report, successfully concluding the settlement.

According to the report, under the agreement, announced by the
agency in July 2013, Citigroup agreed to redact proofs of claim
filed in bankruptcy cases across the country in which the personal
information of nearly 150,000 consumer debtors and third parties -
- including birthdates and Social Security numbers -- had
unlawfully not been redacted by the bank.

Citigroup also agreed to notify all affected consumers, offer them
one year of free credit-monitoring, and change its internal
practices and procedures to avoid another redaction error in the
future, the report related.



                             *********

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.


                  *** End of Transmission ***