TCR_Public/141211.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, December 11, 2014, Vol. 18, No. 344

                            Headlines

AEROVISION HOLDINGS: Settles Disputes, Wants Case Dismissed
AINSWORTH LUMBER: Moody's Puts B1 CFR on Review for Upgrade
AINSWORTH LUMBER: S&P Puts 'B' CCR on Watch Pos. Over Merger News
ALLIED IRISH: Suspending Filing of Reports With SEC
AMERICAN AIRLINES: Fitch Affirms 'B+/RR4' Unsecured Notes Rating

AMERICAN MEDIA: Names Brian Kroski SVP and Chief Digital Officer
AMWINS GROUP: Moody's Affirms B2 Corporate Family Rating
AMWINS GROUP: S&P Affirms 'B' CCR & Rates 2nd Lien Debt 'CCC+'
APOLLO MEDICAL: Amends Report on SCHC Acquisition
ATHERTON FINANCIAL: Can Sell Menlo Park Property for $14.3MM

ATI HOLDINGS: S&P Retains 'B' CCR After $140MM Loan Add-On
BAXANO SURGICAL: Can Hire Rust Consulting as Claims Agent
BAXANO SURGICAL: Taps Houlihan Lokey as Investment Banker
BERNARD L. MADOFF: Trustee Can't Immediately Appeal Merkin Ruling
CAESARS ENTERTAINMENT: Bondholders Rip $155M 'Backroom' Refi Deal

CASELLA WASTE: S&P Rates $25MM Sr. Unsecured Revenue Bonds 'B+'
CHC GROUP: S&P Assigns Then Withdraws 'B+' Corp. Credit Rating
CHIEF POWER: S&P Assigns Prelim. 'BB' Rating on $365MM Loans
COATES INTERNATIONAL: Obtains $52,500 From Securities Sale
CONN'S INC: S&P Puts 'B' CCR on CreditWatch Negative

CORINTHIAN COLLEGES: Tear Up Students' Loans, Democrats Urge U.S.
COVENANT CARE: Case Summary & 2 Unsecured Creditors
CTI BIOPHARMA: Announces Comprehensive Kinome Analysis
DAHL'S FOODS: Hires Dickinson Law as Special Corporate Counsel
DETROIT, MI: Exits from Ch. 9, Emergency Manager Resigns

DOLPHIN DIGITAL: Stockholders Elected 5 Directors
ECOSPHERE TECHNOLOGIES: Heller Reports 12.4% Stake as of Nov. 28
ECOSPHERE TECHNOLOGIES: Nagelberg Stake at 6.6% as of Nov. 28
EDGENET INC: Court Confirms Ch. 11 Liquidating Plan
EMPIRE GENERATING: S&P Affirms 'B+' Rating on Secured Loans

EVERGREEN ACQCO1: S&P Lowers CCR to 'B-'; Outlook Negative
EXIDE TECHNOLOGIES: Noteholders Object to Panel Appointment Bid
FCC HOLDINGS: Wants Until Feb. 23 to Remove Actions
GARLOCK SEALING: Judge Won't Reconsider $125MM Liability Ruling
GARLOCK SEALING: $125M Asbestos Liability Cap to Stay in Place

GCI INC: S&P Assigns 'BB+' Rating on $275MM Sr. Secured Loan B
GENUTEC BUSINESS: Could Not File Plan, Schedules Until Feb. 2015
GT ADVANCED: Bogus Promises in $439MM Apple Deal, Says Creditor
HCA HOLDINGS: Share Repurchase No Impact on Moody's Ba3 CFR
HD SUPPLY: Reports $60 Million Net Income in Third Quarter

HERRING CREEK: Wants to Employ Murphy & King as Bankruptcy Counsel
HOMER CITY GENERATION: Moody's Hikes Senior Secured Rating to Ba3
HUEY SHEN WU: Subject of Arrest Warrant Claims Discrimination
HUKKSTER INC: Marc Lore Buys Co.'s Remnants at Bankruptcy Auction
INDEX RECOVERY: U.S. Trustee Wants Plan Confirmation Withheld

ISC8 INC: John Vong No Longer Serving as Chief Financial Officer
ITUS CORPORATION: Registers 30.2 Million Common Shares
JACKSONVILLE CARWASH: Case Summary & 6 Unsecured Creditors
KINDRED HEALTHCARE: Moody's Confirms B1 Corporate Family Rating
KINDRED HEALTHCARE: S&P Affirms 'B+' CCR; Outlook Stable

LAKELAND INDUSTRIES: Unit Amends Existing HSBC Facility
LEHMAN BROTHERS: Judge Won't Issue Quick Estimate on RMBS Claims
LIBERTY TOWERS: Sec. 341 Meeting Adjourned to Dec. 8
LOUIS J DOMIANO: Dismissal of Suits Against Penn Bank Affirmed
MARION ENERGY: TCS and Castlelake Seek Dismissal of Case

MARION ENERGY: Replies to TCS' Objection to DIP Financing
MEDIACOM BROADBAND: S&P Retains 'BB' CCR Over $40MM Debt Add-On
MEGA RV: Exclusive Period Hearing Moved to January 12
MEGA RV: Seeks to Employ John Belcher as Litigation Counsel
MIG LLC: Wins Court Okay to Hire Evercore as Financial Advisor

MONTREAL MAINE: Plan Moratorium Period Extended to Jan. 12
NATIONAL CINEMEDIA: JPMorgan Stake at 1.2% as of Nov. 28
NEW YORK CITY OPERA: Exclusive Filing Date Extended to Feb. 27
NORBORD INC: Moody's Puts Ba2 CFR on Review for Downgrade
OASIS OUTSOURCING: S&P Assigns 'B' CCR Over Stone Point Deal

PILGRIM'S PRIDE: S&P Affirms 'BB' CCR & Alters Outlook to Pos.
PINNACLE FOODS: S&Ps Raises CCR to 'BB-' on Debt Reduction
PITTSBURG RDA: Fitch Raises $109.7MM 2004A Bonds Rating 'BB+'
PLUG POWER: Paul Middleton Named Chief Financial Officer
QUALITY LEASE: Wins Nod to Pay $100K in Employee Bonuses

QUANTUM CORP: Amends Infringement Suit vs. Crossroads Systems
QUINTILES TRANSNATIONAL: S&P Raises Corp. Credit Rating to 'BB+'
RADIOSHACK CORP: To Hold Presentation About SCP Default Notice
RENAULT WHINERY: Has Interim Access to OceanFirst Cash Collateral
REVEL AC: Seeks Sale of Assets to Polo After Brookfield Backs Out

RIDGECREST REDEVELOPMENT: S&P Raises COPs Rating From 'BB+'
RIVER CITY RENAISSANCE: Plan Filing Deadline Moved to Feb. 2015
ROTHSTEIN ROSENFELDT: Creditors Set to Be Paid in Full
S.U.N.R.R.I.S.E. LLC: Case Summary & 12 Top Unsecured Creditors
SAN BERNARDINO, CA: Has Paid More Than $6 Million in Legal Fees

SAN YSIDRO SCHOOL: S&P Affirms BB+' Rating on COPs
SCOTT ZEILINGER: Court Grants Northern Trust Relief From Stay
SENATOBIA APARTMENTS: S&P Ups Housing Rev. Bonds Rating to 'BB+'
SILVERADO STREET: Voluntary Chapter 11 Case Summary
SPEEDWAY MOTORSPORTS: S&P Raises CCR to 'BB+'; Outlook Stable

SPORTSMAN'S WAREHOUSE: S&P Withdraws 'B+' CCR at Issuer's Request
STANFORD GROUP: Receiver Defends Timing of Proskauer Ponzi Suit
TARGA RESOURCES: S&P Affirms 'BB+' CCR, Off Watch Positive
TRAVEL LEADERS: S&P Raises CCR to 'BB-'; Outlook Stable
TRIMAS CORP: Moody's Puts Ba2 CFR on Review for Downgrade

UNITEK GLOBAL: Hires Morgan, Lewis & Bockius as Co-Counsel
US CONCRETE: Moody's Raises Corporate Family Rating to B2
VIRTUAL PIGGY: Hires FTP to Evaluate Strategic Alternatives
VISITORS' PLAZA: Case Summary & 7 Unsecured Creditors
VISITORS FLEA: Case Summary & 4 Largest Unsecured Creditors

VOGUE INT'L: Moody's Affirms B2 Corporate Family Rating
VOGUE INT'L: S&P Retains 'B' CCR After $205MM Debt Issuance
WESTMORELAND COAL: Priced $350MM Offering of 8.75% Senior Notes
WHITING PETROLEUM: Moody's Hikes Corporate Family Rating to Ba1

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


AEROVISION HOLDINGS: Settles Disputes, Wants Case Dismissed
-----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Dec. 23, 2014, at
9:30 a.m., to consider Aerovision Holdings 1 Corp.'s motion for
the dismissal of its Chapter 11 case.

The Debtor tells the Court that through two separate mediation
procedures, it has successfully negotiated and settled all pending
disputes with its creditors and disposition of the various
aircraft has been determined.  Since the aircraft are the sole
assets of the estate, the Debtor has decided that, in its business
judgment, the continued maintenance of the case is no longer
necessary.

The Debtor's attorneys can be reached at:

         Craig I. Kelley, Esq.
         KELLEY & FULTON, P.L.
         1665 Palm Beach Lakes Blvd., #1000
         West Palm Beach, FL 33401
         Tel: (561) 491-1200
         Fax: (561) 684-3773

                    About Aerovision Holdings I

Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida.  Mark Daniels signed the petition as
president.  The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million.  Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.


AINSWORTH LUMBER: Moody's Puts B1 CFR on Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed the B1 corporate family rating
(CFR), B1-PD probability of default rating (PDR) and B1 senior
secured note rating of Ainsworth Lumber Co. Ltd's under review for
an upgrade. The review has been precipitated by the company's
announcement that it has signed an agreement to merge with the
financially stronger and operationally more diverse Norbord Inc
(Norbord) (Ba2). Norbord is the third largest and Ainsworth is the
fifth largest oriented strandboard (OSB) producer in North
America.

On Review for Upgrade:

Issuer: Ainsworth Lumber Co. Ltd.

  Probability of Default Rating, Placed on Review for Upgrade,
  currently B1-PD

  Corporate Family Rating, Placed on Review for Upgrade,
  currently B1

  Senior Secured Regular Bond/Debenture, Placed on Review for
  Upgrade, currently B1

Outlook Actions:

Issuer: Ainsworth Lumber Co. Ltd.

  Outlook, Changed to Rating Under Review From Stable

Ratings Rationale

Moody's review will focus on the structural and implicit credit
support from Norbord; post-closing credit metrics taking into
consideration any debt that may need to be refinanced by Norbord
as a result of the merger; the size, pace and allocations of any
cost synergies that can be realized; and Ainsworth's ability to
maintain adequate liquidity. Moody's review will also assess the
pace of industry OSB supply growth and the recovery in the US
housing market.

The acquisition is expected to close in the first quarter of 2015
and is subject to shareholder approval and other customary closing
conditions.

The principal methodologies used in this rating were 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.

Ainsworth, headquartered in Vancouver, British Columbia, Canada,
is a manufacturer and supplier of OSB. The company owns and
operates four OSB manufacturing facilities in Canada.

Headquartered in Toronto, Canada, Norbord is an international
producer of panel boards, principally OSB. The company owns nine
OSB facilities in North America, three plants in the U.K.
(producing OSB, particle board and medium density fiberboard ) and
one facility in Belgium (producing OSB).


AINSWORTH LUMBER: S&P Puts 'B' CCR on Watch Pos. Over Merger News
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Vancouver-based Ainsworth Lumber Co. Ltd., including its 'B' long-
term corporate credit rating, on CreditWatch with positive
implications.

"The CreditWatch placement follows Toronto-based Norbord Inc.'s
announcement that it has agreed to acquire all of Ainsworth's
common shares outstanding in an all-share transaction," said
Standard & Poor's credit analyst Jamie Koutsoukis.  "The
CreditWatch placement reflects our view that the merger would be a
credit positive transaction for Ainsworth, with the higher-rated
Norbord likely assuming responsibility of Ainsworth's debt,"
Ms. Koutsoukis added.

The deal is subject to both Norbord and Ainsworth shareholder
approval.  The transaction is not reportable under the U.S. Hart-
Scott-Rodino Antitrust Improvement Act of 1976 or the Canadian
Competition Act because Ainsworth and Norbord share a common
controlling shareholder.  The U.S. and Canadian antitrust and
competition authorities may review nonreportable transactions at
their discretion.  The transaction is valued at C$763 million,
including the assumption of debt less Ainsworth's estimated cash
balance.  Ainsworth's reported debt consists of a US$315 million
senior secured note and modest finance leases.

S&P views Ainsworth's business risk profile as "weak" reflecting
its single-product focus on commodity oriented strand board (OSB),
small geographic footprint with four operating mills, weak pricing
power combined with very volatile OSB prices, and efficient low-
cost operations that are in line with much larger industry peers.
S&P assess the company's financial risk profile as "highly
leveraged" reflecting a through-the-cycle view of credit ratios,
which remain very strong at the moment, given the steep increase
in OSB prices earlier this year.

S&P plans to resolve the CreditWatch following the close of the
transaction, at which time S&P would raise the long-term corporate
credit rating on Ainsworth in line with that on Norbord.  S&P will
reassess the issue-level rating on Ainsworth's senior secured note
at the close of the transaction.  S&P would expect the recovery
rating on Ainsworth's senior secured notes to remain unchanged
should Norbord assumes the existing debt as is.


ALLIED IRISH: Suspending Filing of Reports With SEC
---------------------------------------------------
Allied Irish Banks, p.l.c., disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that it intends to
terminate the registration of its American Depositary Shares
representing Ordinary Shares of EUR 0.0025 each under Section
12(g) of the Securities Exchange Act 1934, and its reporting
obligations under Section 13(a) and Section 15(d) of the Exchange
Act with the United States Securities and Exchange Commission.
For this purpose, AIB filed a certificate under Form 15F with the
SEC.  Upon such filing, AIB's reporting obligations with the SEC
will immediately be suspended.  The termination of AIB's
registration and reporting obligations is expected to become
effective no later than 90 days after the filing of Form 15F.

                      About Allied Irish Banks

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

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

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

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

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish Banks reported a loss of EUR1.59 billion in 2013, a
loss of EUR3.55 billion in 2012 and a net loss of $2.32 billion in
2011.

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


AMERICAN AIRLINES: Fitch Affirms 'B+/RR4' Unsecured Notes Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for American Airlines Group
Inc. at 'B+'.  The ratings also apply to American's primary
operating subsidiaries, American Airlines, Inc., US Airways Group,
Inc. and US Airways, Inc.  The Ratings Outlook is Stable.
Fitch has also affirmed the ratings on several American and US
Airways EETCs as described at the end of this release.

The ratings are supported by the solid operating results American
has posted since its merger with US Airways and concurrent
emergence from bankruptcy a year ago. Over the past year American
has expanded its operating margins, modestly improved unit
revenues, and made significant progress towards integrating the
two airlines. Fitch expects revenue and profitability to continue
to improve in the near term based on sharply lower fuel costs, a
solid domestic travel environment, and due to various strategic
initiatives currently underway at American. The ratings are also
supported by American's sizeable liquidity balance, which includes
$7.9 billion in cash and short-term investments and newly upsized
revolver capacity of $1.8 billion.

The 'B+' rating also incorporates notable risks in American's
credit profile, including on-going integration-related risk, a
significant debt balance, heavy upcoming capital requirements, and
shareholder-directed cash deployment which was implemented sooner
than expected. Other rating concerns include risks that are
inherent to the airline industry including cyclicality, intense
competition, and exposure to exogenous shocks (i.e. war,
terrorism, epidemics, etc.).

Key Ratings Drivers:

Strong operating performance since the merger:

American has exhibited strong financial performance since its
emergence from bankruptcy. That performance is notable as the
company is still early in the integration process, and much of the
expected revenue and cost synergies have yet to be realized.
Fitch's expectation for a relatively positive demand environment
for 2015, and the minimal additional capacity planned by the
combined company going forward, should lead to continued
improvements in operating results in the near term. Margins are
also likely to gain a sizeable tailwind if fuel prices remain at
the lows seen in recent months.

Total operating revenue for the combined companies is up by 6.7%
through the first nine months of the year. Meanwhile, EBITDAR
margins have expanded by more than 200 basis points (bps) since
year-end 2013 to 20.7%. Fitch expects margins to expand further in
2015, with potential for significant improvement based on lower
fuel prices. Recent margin expansion is notable compared to
American's peers. Profitability has outpaced its competitor
United, and has made significant strides towards closing the gap
with Delta, which has been the clear leader among legacy carriers
for several years. Importantly, American has been able to keep its
operating costs in check during the integration process. Excluding
special items, American's mainline cost per available seat mile
(CASM)-ex fuel is up by 2.4% through the first nine months of the
year, well below its total revenue per available seat mile (RASM)
increase of 4.3%.

Sharply Lower Fuel Costs:

Fitch notes that American has significant profitability and cash
flow upside potential in 2015 if fuel prices remain near current
levels. Fitch's base case forecast incorporates fuel prices that
are above current market rates; therefore, American has the
potential to outperform if prices remain low. For reference,
American burned roughly 3.3 billion gallons of fuel (mainline and
regional) through the first nine months of the year. Given that
jet fuel prices have recently fallen to below $2.30/gallon from
$2.80-$3.00/gallon where they have hovered for the past two years,
the magnitude of the cost savings could be significant.

Integration Risks Remain:

Fitch notes that American has made progress in its integration
with US Airways since the merger closed in December 2013. However,
significant technical challenges remain and will constitute risks
in the near- to-intermediate term. Major hurdles still to come
include the cross-over to a single reservation system (which is
set for the second half of 2015), and reaching joint collective
bargaining agreements with the various labor groups.

Improving Credit Metrics:

Fitch assigned the 'B+' rating upon American's emergence from
bankruptcy with the expectation that metrics would improve quickly
from levels that were weak for the rating at the time. The company
has lived up to those expectations thus far. Through the first
nine months of the year, total adjusted debt/EBITDAR is down
appreciably to 4.5x from 5.3x at year end. EBITDA/Interest has
also improved to 5.6x from below 4x at year end. Fitch notes that
leverage should improve in the coming year, though any
improvements will come from growing EBITDAR and not through debt
reduction. Heavy upcoming capital expenditures are likely to
necessitate incremental borrowing over the intermediate term. That
said, Fitch notes that American has made efforts to pay down some
of its high yield debt, and to buy aircraft off of expensive lease
contracts in 2014. New capital raised through debt transactions
this year has been at attractive rates, which will have a positive
impact on interest expenses going forward.

Heavy Capital Spending and Re-fleeting Efforts:

Using conservative fuel price assumptions, Fitch anticipates that
American's FCF could remain negative in 2015 in the range of $500
million-$750 million; there is significant upside potential to
this estimate if fuel prices remain low. American is in the midst
of a massive re-fleeting effort that will see deliveries of
between 60 and 75 mainline aircraft per year through at least
2018. American estimates that total capital spending will be in
the $5.5 billion range annually for the next several years. To put
that number in context, United Airlines has a long-term annual
capital spending target of roughly $3 billion and Delta's goal is
roughly $2 billion-$3 billion annually (both of which are
similarly sized airlines in terms of revenue). Although Fitch
expects American's cash flow from operations to improve in coming
years as profits increase, the company will likely have to rely on
the debt markets to fund a portion of its upcoming deliveries.

Although American's sizeable capital spending will pressure FCF,
Fitch notes that the re-fleeting efforts are necessary, and will
offer lower unit costs going forward as the company begins to
replace its older, inefficient aircraft. Most notably, on the
narrowbody side, the company's fleet of MD-80s, which have an
average age of 22 years, will begin to be replaced by modern
737NGs and Airbus A320s. In addition to being significantly more
fuel efficient, and more reliable (reducing maintenance costs and
operational delays/cancellations), the newer narrowbodies will
feature more seats than the existing MD-80s, providing better unit
cost performance. For instance AMR's 737-800s will typically seat
160 (once reconfigured from their previous 150-seat layout) as
compared to 135 on the standard MD-80. On the widebody side,
American is scheduled to take 42 787s which will provide highly
efficient replacement flying for some of American's older 767s.
American also continues to take 777-300ERs which are key to its
international operations.

American also stands to benefit from the introduction of larger
regional jets (RJs). The company will take 90 76-seat RJs between
2014 and 2017 (30 CRJ-900s and 60 Embraer 175s). Larger RJs are
not only more efficient from a unit cost perspective, but they are
preferable for travellers. Airlines report that customers will
actively avoid booking a ticket on a smaller RJ if a comparable
flight is available on a larger plane. Replacing the smaller RJs
helps to retain those customers.

Returning Cash to Shareholders

Aside from heavy capital expenditures, a portion of American's
cash flow in the coming years will be directed back to
shareholders. American initiated a dividend and share repurchase
program earlier this year. The share repurchase program was
initially sized at $1 billion, to be completed by the end of 2015.
A dividend of $0.10/share represents an annual payout of roughly
$280 million. The dividend is American's first since 1980. These
shareholder-friendly actions are more aggressive than Fitch
initially anticipated at the close of the merger a year ago, given
that American remains in the early stages of its integration, and
given that it maintains a sizeable sum of debt. While payments to
shareholders are not expected to drive a negative rating action,
directing cash to shareholders rather than paying down debt
creates a potential delay of further credit improvement. These
risks are partially mitigated by American's large cash balance and
improving operating performance.

Solid Liquidity:

American's sizeable liquidity balance is supportive of the
ratings. As of Sept. 30, 2014 American Airlines had a cash balance
of $1.18 billion, short-term investments of $6.7 billion. In
addition, in October 2014, American upsized its existing revolving
credit facility by $800 million and now has access to $1.8 billion
in committed revolving credit facilities. Total available
liquidity including the company's undrawn revolver is equivalent
to 24% of LTM revenue. AAL's cash balance is partially offset by
the $721 million held in Venezuelan Bolivars. Fitch views
American's current level of liquidity as being more than
sufficient for day-to-day operations, and to manage through an
expensive merger integration. However, incremental borrowing will
be required to fund upcoming capital expenditures.

Recovery Ratings:

The notching for American's secured debt reflects Fitch's recovery
expectations under a scenario in which distressed enterprise value
is allocated to the various debt classes. Senior debt which is
secured both by aircraft and non-aircraft collateral (including
slots, gates, routes, ground equipment, etc.) is expected to
receive substantial recovery (91%-100%, implying a Recovery Rating
of 'RR1') in a default scenario. Senior unsecured notes are
expected to exhibit average recovery prospects of between 31%-50%,
equal to a rating of 'RR4'. Therefore the senior unsecured debt is
rated equal to the airline IDR. However, Fitch notes that
unsecured recovery ratings are highly sensitive to model inputs,
since unsecured debt makes up a relatively small portion of the
capital structure, and is subordinate to a sizeable amount of
secured debt.

Rating Sensitivities

Positive Rating Sensitivities include:

-- Adjusted leverage moving towards 4x;

-- FCF to improve from current negative levels;

-- Further evidence that the merger integration is progressing
    smoothly, e.g. completion of the move to a single reservations
    system;

-- Clarity around outstanding joint collective bargaining
    agreements and their impacts on unit costs.

A negative rating action is not anticipated at this time. However,
Fitch could consider revising the ratings downward if the company
were to experience significant/sustained integration-related
difficulties. The ratings could also be pressured by an unexpected
demand shock that materially impacts operating results.

EETC Ratings:

Fitch Ratings has also affirmed the ratings for multiple American
Airlines backed EETCs concurrent with its review and affirmation
of American's Issuer Default Rating (IDR). The rating affirmations
cover American Airlines Pass-Through Trust Series 2013-1, 2013-2,
and 2014-1 and US Airways Pass-Through Trusts Series 2012-1, 2012-
2, and 2013-1.

Senior EETC Tranche Ratings:

Fitch's senior EETC tranche ratings are primarily based on a top-
down analysis of the level of overcollateralization featured in
the transaction. Collateral values are updated regularly based on
the current appraised values. Fitch notes that aircraft values
have largely performed in line with agency expectations over the
past year. Exceptions include some softness in current model 777
values after the launch of the 777x and softness in A320-200
values following a shift in preference to the larger A330-300 and
due to the announcement of the A330neo program. The ratings also
incorporate the structural benefits of section 1110 of the
bankruptcy code and the presence of an 18-month liquidity
facility.

Fitch's stress case uses a top-down approach assuming a rejection
of the entire pool of aircraft in a severe global aviation
downturn. The stress scenario incorporates a full draw on the
liquidity facility, an assumed 5% repossession/remarketing cost,
and various stresses to the value of the collateral.

Collateral pools for the US Airways transactions are similar,
consisting of newer vintage A321-200s and in the case of US
Airways 2012-2 and 2013-1, Airbus A330-200s. Fitch considers both
types to be low Tier 1 or high Tier 2 aircraft. As such, stress
rates of 25-30% were applied in the 'A' level stress test,
representing the higher end of the Tier 1 stress range. Stress
tests for the two 2012 vintage deals produce maximum loan-to-
values (LTVs) in the low 90% range, while the 2013-1 transaction
has a maximum stress LTV in the high 80% range. These results
suggest a full recovery for the certificate holders. Importantly,
recovery would be expected prior to the expiration of the 18-month
liquidity facility thus avoiding a potential event of default.

American Airlines 2013-1 features a mixed collateral pool of newer
delivery 777-300ERs, and 2000-2001 vintage 737-800s and one 777-
200ER. Fitch considers the 777-300ER to be a Tier 1 aircraft.
While the 737-800s are one of the most liquid aircraft types
available, Fitch applies a Tier 2 stress rate to the 737s in this
transaction due to their age. The 777-200ERs are considered to be
a Tier 2 aircraft. Fitch's 'A' level stress test produces a
maximum LTV of 98.7% through the life of the transaction,
supporting the 'A-' rating.

American Airlines 2013-2 features a mix of 737-800s, 757-200s,
777-200ERs, and one 767- 300ER, most of which are 1999-2001
vintage. Stress rates applied to the pool are generally in the
Tier 2 range due to the relative age of the aircraft. Fitch's
'BBB' level stress scenario produces a maximum LTV of 98.5%
through the life of the deal, supporting the 'BBB+' rating.

American Airlines 2014-1 includes 17 newer vintage aircraft
including five Boeing 777- 300ERs, seven Airbus A321-200s, and
five A319-100s. Fitch classifies the 777-300ER as Tier 1
collateral while the A321s and A319s are considered low Tier
1/high Tier 2 collateral. All three types are considered
strategically important to AAL's fleet. The 777-300ERs in this
pool receive a 25% haircut representing the middle of Fitch's Tier
1 stress range of 20%-30%. The 25% stress rate reflects that the
300ER is a high-quality aircraft while incorporating the
historical volatility of widebody planes. Both the A319s and A321s
receive 30% value stresses reflecting Fitch's view of these
aircraft as borderline Tier 1/2. These assumptions produce a
maximum stress LTV of 89%, supporting the 'A' rating.

Subordinate EETC Tranche Ratings:
The B and C tranche ratings are notched from the 'B+' IDR of the
underlying airline. The 'BB+' rating for the B tranches reflects a
moderate-to-high affirmation factor (+2 notches) and the presence
of an 18-month liquidity facility (+1 notch). In the case of
American Airlines 2014-1 the 'BBB-' reflects a high affirmation
factor (+3 notches) and the presence of a liquidity facility (+1
notch). The 'B+' rating for the C tranches reflects a high
affirmation factor (+2 notches) and low recovery expectations (-2
notches).

Fitch has affirmed the following ratings:

American Airlines Group Inc.

-- IDR 'B+'.
-- Senior Unsecured Notes at 'B+/RR4'

American Airlines, Inc.

-- IDR at 'B+';
-- Senior secured credit facility at 'BB+/RR1';

US Airways Group, Inc.

-- IDR at 'B+';
-- Senior Unsecured Notes at 'B+/RR4'.

US Airways, Inc.

-- IDR at 'B+';
-- Senior secured credit facility at 'BB+/RR1'.

American Airlines Pass Through Trust Certificates, Series 2013-1

-- Class A Certificates at 'A-'
-- Class B Certificates at 'BB+'
-- Class C Certificates at 'B+'

American Airlines Pass Through Trust Certificates, Series 2013-2

-- Class A Certificates at 'BBB+'
-- Class B Certificates at 'BB+'
-- Class C Certificates at 'B+'

American Airlines Pass Through Trust Certificates, Series 2014-1

-- Class A Certificates at 'A'
-- Class B Certificates at 'BBB-'

US Airways Pass Through Trust Certificates, Series 2012-1

-- Class A Certificates at 'A-'
-- Class B Certificates at 'BB+'
-- Class C Certificates at 'B+'

US Airways Pass Through Trust Certificates, Series 2012-2

-- Class A Certificates at 'A-'
-- Class B Certificates at 'BB+'
-- Class C Certificates at 'B+'

US Airways Pass Through Trust Certificates, Series 2013-1

-- Class A Certificates at 'A-'
-- Class B Certificates at 'BB+'


AMERICAN MEDIA: Names Brian Kroski SVP and Chief Digital Officer
----------------------------------------------------------------
American Media, Inc., appointed Brian Kroski as senior vice
president and chief digital officer, according to a regulatory
filing with the U.S. Securities and Exchange Commission.

Mr. Kroski, who has 19 years of digital and online experience
gained through employment at well-known publishing companies,
joined the Company in April 2013 and rose to the level of vice
president and general manager - Digital Business Operations before
being promoted.  Mr. Kroski assumed his new position to replace
Joseph Bilman, the Company's executive vice president, chief
digital officer and Global Head of Business Development who
resigned from his position on Dec. 2, 2014, to pursue another
business opportunity.

                        About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., an in-store magazine merchandising
company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan.  The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

American Media incurred a net loss of $55.54 million on $348.52
million of total operating revenues for the fiscal year ended
March 31, 2013, as compared with net income of $22.29 million on
$386.61 million of total operating revenues for the fiscal year
ended March 31, 2012.

                           *     *     *

As reported by the TCR on Sept. 23, 2014, Standard & Poor's
Ratings Services raised its corporate credit rating on Boca Raton,
Fla.-based American Media Inc. to 'CCC' from 'SD' (selective
default).  The upgrade follows a review of American Media's
business and financial risk profile assessments following its
exchange of approximately $7.8 million 13.5% second-lien senior
notes due 2018 and approximately $113.3 million 10% second-lien
senior payment-in-kind (PIK) notes due 2018 for equity.

In the July 10, 2014, edition of the TCR, Moody's Investors
Service has lowered American Media, Inc.'s Corporate Family Rating
(CFR) to Caa1 from B3.  The downgrade of American Media's CFR to
Caa1 reflects Moody's expectation for lower revenue and EBITDA
resulting in higher financial leverage.


AMWINS GROUP: Moody's Affirms B2 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating of AmWINS Group,
LLC (AmWINS) following the announcement that AmWINS will issue an
incremental $90 million first-lien term loan and a new $250
million second-lien term loan. Net proceeds from the offerings,
along with cash on the balance sheet, will be used to pay a $328
million dividend to shareholders and $92 million to fund
acquisitions. The pending issuances change AmWINS' overall funding
mix, resulting in a one-notch upgrade of AmWINS' first-lien term
loan to B1 from B2. In the same action, Moody's assigned a Caa1
rating to the company's new second-lien term loan. The outlook for
the ratings is stable.

Ratings Rationale

AmWINS' ratings reflect its strong presence in wholesale and
specialty markets and its profitable growth over the past several
years, according to Moody's. The company benefits from broad
product and geographic diversification and from its expertise in
purchasing and integrating small and mid-sized firms. AmWINS'
strengths are tempered by its high financial leverage, integration
risk associated with acquisitions, and exposure to errors and
omissions, a risk inherent in professional services.

"While the issuance of debt to fund the proposed shareholder
dividend is credit negative, AmWINS has a track record of de-
levering its financial profile through earnings and free cash
flows," said Enrico Leo, Moody's lead analyst for the company.
Moody's estimates that the new debt will increase AmWINS' debt-to-
EBITDA ratio to between 6.5-7x, while lowering its (EBITDA -
capex) interest coverage to about 2.1x. "The stable outlook
incorporates Moody's expectation that AmWINS will reduce its
leverage ratio below 6.5x within 12-18 months," added Leo.

Factors that could lead to an upgrade of AmWINS' ratings include:
(i) adjusted debt-to-EBITDA ratio below 4.5x, (ii) (EBITDA -
capex) coverage of interest exceeding 2.5x, and (iii) free-cash-
flow-to-debt ratio exceeding 6%.

Factors that could lead to a rating downgrade include: (i) debt-
to-EBITDA ratio above 6.5x on a sustained basis, (ii) (EBITDA -
capex) coverage of interest below 1.5x, or (iii) free-cash-flow-
to-debt ratio below 3%.

Moody's has affirmed the following ratings:

  Corporate family rating at B2;

  Probability of default rating at B2-PD.

Moody's has upgraded the following ratings (with revised loss
given default (LGD) assessments):

  $75 million first-lien revolving credit facility to B1 from B2
  (to LGD3, 39% from LGD3, 47%);

  $966 million first-lien term loan (including pending $90
  million issuance) to B1 from B2 (to LGD3, 39% from LGD3, 47%).

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

  $250 million second-lien term loan rating at Caa1 (LGD6, 90%).

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

Based in Charlotte, North Carolina, AmWINS is a leading wholesale
distributor of specialty insurance products and services. The firm
operates through four divisions: Wholesale Brokerage,
Underwriting, Group Benefits and International. AmWINS generated
total revenues of approximately $690 million for the 12 months
through September 2014.


AMWINS GROUP: S&P Affirms 'B' CCR & Rates 2nd Lien Debt 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
long-term counterparty credit rating on AmWINS Group LLC (AmWINS).
S&P also affirmed all related issue-level and recovery ratings on
the company's debt.  At the same time, S&P assigned its 'CCC+'
rating with a '6' recovery rating to the planned $250 million
second-lien term loan due September 2020.  The outlook is stable.

"The affirmation reflects our belief that, although the proposed
new issuance under private-equity sponsor New Mountain Capital LLC
results in weaker credit-protection measures, the company's
sustained competitive position and improving earnings and cash-
flow-generating capabilities will enable it to carry this
increased debt load and de-lever modestly during the next year,"
said Standard & Poor's credit analyst Julie Herman.

Through a successful acquisition strategy, AmWINS has built scale
and diversified substantially within its niche.  According to
Business Insurance, the company is now the largest U.S. wholesale
insurance broker and a top-20 insurance distributor globally.
Operating performance trends remained favorable, with total
revenue up 13% for the 12 months ended Sept. 30, 2014, and margins
that reached approximately 28%.

The stable outlook on AmWINS reflects S&P's expectation that the
company will boost its revenue base while maintaining healthy and
stable margins, as well as S&P's belief that AmWINS will maintain
credit-protection measures in line with a highly leveraged profile
during the next 12 months.

S&P could lower the rating to 'B-' during the next 12 months if
leverage, as measured by the debt-to-EBITDA ratio, is sustained at
8x or greater or if EBITDA were to decline to less than 2x on a
sustained basis.  This could occur if AmWINS's earnings
deteriorate due to the loss of key relationships, or the company
finances acquisitions with incremental borrowings beyond a level
S&P believes appropriate for the current ratings.

S&P could consider an upgrade if debt to EBITDA falls to 5.0x and
the FFO-to-debt ratio improves to 12x or greater.  S&P would also
have to see management and private-equity sponsor New Mountain
Capital LLC maintain financial policies that allow the company to
sustain credit measures at these improved levels.


APOLLO MEDICAL: Amends Report on SCHC Acquisition
-------------------------------------------------
Apollo Medical Holdings, Inc., amended its current report on
Form 8-K as originally filed with the U.S. Securities and Exchange
Commission on Aug. 13, 2014, relating to the July 21, 2014,
acquisition of Southern California Heart Centers, a Medical
Corporation, a medical group that provides professional medical
services in Los Angeles County, California, pursuant to a purchase
agreement, by and among SCHC, the shareholders of SCHC and a
Company affiliate, SCHC Acquisition, A Medical Corporation.
The Amended Current Report describes the office lease that was
entered into in connection with the SCHC acquisition.

In connection with the SCHC acquisition, pursuant to a lease dated
July 22, 2014, Apollo Medical Management, Inc., a subsidiary of
the Company, leases the first and second floors of a building in
the greater Los Angeles area from Numen, LLC, a California limited
liability Company.  The Premises consists of 8,766 rentable square
feet, and the base rent is $32,872.50 per month (or $3.75 per
rentable square foot per month), which is adjusted each year based
upon the percentage change in the Consumer Price Index for the Los
Angeles/Orange/Riverside regions.  The Lease terminates on
July 22, 2024, subject to a reduction in the term to seven years
upon the occurrence of certain events during the first five years
of the term.

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Apollo Medical reported a net loss of $4.55 million for the year
ended Jan. 31, 2014, following a net loss of $8.90 million for the
year ended Jan. 31, 2013.

As of Sept. 30, 2014, the Company had $16.05 million in total
assets, $16.56 million in total liabilities and a $504,025 total
stockholders' deficit.


ATHERTON FINANCIAL: Can Sell Menlo Park Property for $14.3MM
------------------------------------------------------------
U.S. Bankruptcy Judge Thomas B. Donovan has authorized Atherton
Financial Building, LLC, to sell its primary asset -- a real
property located at 1906 El Camino Real, in Menlo Park, California
-- to Rum Raisins Land Trust $14.3 million.

The Debtor is also authorized to assume and assign the unexpired
real property lease with respect to the Property.

The Property consists of a two-story class D stud and wood panel
office building of approximately 11,855 square feet, which the
Debtor believes has a fair market value of $15 million.

The Court has set aside the limited objection filed by David and
Cathy Tsang.  The Tsangs seek confirmation that their secured debt
will be paid at close of escrow or, in the alternative, that the
claim will attach to the proceeds of the sale.  The Debtor has
consented to the request of the Tsangs.

Atherton Financial Building LLC filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 14-27223) in Los Angeles, on Sept. 9,
2014.  Benjamin Kirk signed the petition as managing member of
manager of Sunshine Valley LLC.  The Company estimated $10 million
to $50 million in assets and debt.  The case is assigned to Judge
Thomas B. Donovan.  The Debtor has tapped David B Golubchik, Esq.,
at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, as
counsel.


ATI HOLDINGS: S&P Retains 'B' CCR After $140MM Loan Add-On
----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
outpatient rehabilitation clinics operator ATI Holdings Inc.,
including its 'B' corporate credit rating and 'B+' first-lien
issue-level rating, are not affected by the company's proposed
issuance of a $140 million add-on to its existing senior secured
term loan.  The recovery rating on this debt remains '2',
reflecting S&P's expectation for substantial (70% to 90%) recovery
in the event of payment default.  The company will use the
incremental loan to make a dividend distribution to its financial
sponsor and fund future tuck-in acquisitions.

The rating on ATI Holdings reflect S&P's expectation that the
company's financial sponsor will shape ATI's financial policy and
sustain the company's leverage above 5x in the long run.  In S&P's
view, the company's aggressive growth strategy based on
acquisitions and de novo clinics opening will require additional
funding over time.  S&P also expects that ATI's financial
sponsor's appetite for debt-financed dividends will lead to
additional debt issuance in the future.  In S&P's view, this will
result in the company's leverage sustained above 5.0x in the long
run, despite anticipated EBITDA growth and healthy free operating
cash flow generation.

S&P's ratings on ATI Holdings also reflect the company's
concentrated geographic presence, vulnerability to economic
cycles, exposure to reimbursement from third party payors, and low
barriers to entry.  These weaknesses are only partially offset by
ATI's above average profitability.

RATINGS LIST

Ati Holdings Inc.
Corporate Credit Rating                B/Stable/--
$425 Mil. Senior Secured Term Loan     B+
   Recovery Rating                      2


BAXANO SURGICAL: Can Hire Rust Consulting as Claims Agent
---------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Baxano Surgical Inc. to employ
Rust Consulting/Omni Bankruptcy as claims and noticing agent.

The firm is expected to, among other things:

  a) distribute required notices to parties in interest;

  b) receive, maintain, docket and otherwise administer the proofs
     of claim filed in the Debtor's case; and

  c) provide other administrative services -- as required by the
     Debtor.

The Debtor assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About Baxano Surgical

Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region.  As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.

Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014.  The case is assigned to
Judge Christopher S. Sontchi.

The Debtor estimated $10 million to $50 million in assets and
debt.  The formal schedules of assets and liabilities and
statement of financial affairs are due Dec. 1, 2014.

The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel.  The Debtor is
also employing the law firm of Goodwin Proctor LLP as special
counsel, and the law firm of Hogans Lovell as special healthcare
regulatory counsel.  The Debtor is engaging Tamarack Associates
to, among other things, provide John L. Palmer as CRO.  Houlihan
Lokey is serving as the Debtor's investment banker.  Rust
Consulting Omni is the claims and noticing agent.

The Chapter 11 plan and disclosure statement are due March 12,
2015.


BAXANO SURGICAL: Taps Houlihan Lokey as Investment Banker
---------------------------------------------------------
Baxano Surgical Inc. asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Houlihan Lokey
Capital Inc. as its financial advisor and investment banker.

A hearing was set for Dec. 10, 2014, at 11:30 a.m., to consider
the Debtor's request.

The firm will:

  a) assist the Debtor in the development and distribution of
     selected information, documents and other materials in an
     effort to create interest in and consummate any
     transaction(s) including, if appropriate, advising the
     Company in the preparation of an offering memorandum;

  b) assist the Debtor in evaluating indications of interest and
     proposals regarding any transaction(s) from current and
     potential lenders, equity investors, acquirers and strategic
     partners;

  c) assist the Debtor with the negotiation of any transaction(s)
     including participating in negotiation with creditors and
     other parties involved in any transaction(s);

  d) provide expert advice and testimony regarding financial
     matters related to any transaction(s), if necessary;

  e) attend meetings of the Debtor's board of directors, creditor
     groups, official constituencies and other interested parties,
     as the Debtor and the firm mutually agree; and

  f) provide other financial advisory and investment banking
     services as may be required by additional issues and
     developments not anticipated on the effective date.

The firm will be paid in this manner:

  a) Transaction Fee: Upon the closing of a transaction, the firm
     will earn, and the Debtor will pay immediately and directly
     from the gross proceeds of such transaction, a cash feed
     based on the enterprises value consideration (EVC) calculated
     as follows:

     For EVC up to $8,000,000, a transaction fee of 4% of such
     EVC; plus

     For EVC from $8,000,001 to $15,000,000, 6.5% of such
     incremental EVC, plus

     For EVC in excess of $15,000,000, 10% of such additional
     consideration; provided, however, that in the event EVC
     equals to exceeds $20,000,000, the transaction fee payable
     hereunder will be subject to a $1,500,000 minimum.

  b) Expenses: In addition to all of the other fees and expenses,
     and regardless of whether any transaction is consummated, the
     Debtor will, upon the firm's request and in accordance with
     applicable orders of the Court, reimburse the firm for its
     reasonable out-of-pocket expenses incurred from time to time
     in connection with its services hereunder but in no event
     greater than $50,000 without the Debtor's prior approval,
     which approval will not be reasonably withheld.  The firm
     bills its clients for its reasonable out-of-pocket expenses
     including, but not limited to:

     -- travel related and certain other expenses, without regard
        to volume-based or similar credits or rebates the firm may
        receive from, or fixed-fee arrangements made with, travel
        agents, airlines, or other vendors; and

     -- research, database and similar information charges paid to
        third party vendors, and postage, telecommunication and
        duplicating expenses, to perform client-related services
        that are not capable of being identified with, or charged
        to, a particular client or engagement in a reasonable
        praticable manner based upon a uniform applied monthly
        assessment or precentage of the fees due to the firm.

The Debtor says the firm noted that it will seek the Court's
approval of its compensation for services rendered and
reimbursement of expenses incurred in connection with the Debtor's
Chapter 11 case pursuant to applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the
guidelines established by the Office of the United States Trustee
for the District of Delaware.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

   Michael Krakovsky
   Director
   HOULIHAN LOKEY CAPITAL INC.
   245 Park Avenue, 20th Fl.
   New York, NY 10167
   Tel: 310-788-5314

                       About Baxano Surgical

Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region.  As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.

Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014.  The case is assigned to
Judge Christopher S. Sontchi.

The Debtor estimated $10 million to $50 million in assets and
debt.  The formal schedules of assets and liabilities and
statement of financial affairs are due Dec. 1, 2014.

The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel.  The Debtor is
also employing the law firm of Goodwin Proctor LLP as special
counsel, and the law firm of Hogans Lovell as special healthcare
regulatory counsel.  The Debtor is engaging Tamarack Associates
to, among other things, provide John L. Palmer as CRO.  Houlihan
Lokey is serving as the Debtor's investment banker.  Rust
Consulting Omni is the claims and noticing agent.

The Chapter 11 plan and disclosure statement are due March 12,
2015.


BERNARD L. MADOFF: Trustee Can't Immediately Appeal Merkin Ruling
-----------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Stuart Bernstein in New
York has stymied the latest attempt by Bernie Madoff's liquidating
trustee to reclaim $564 million from major feeder fund manager J.
Ezra Merkin, saying that the trustee couldn't appeal a setback in
the case to the Second Circuit anytime soon.

According to the report, Judge Bernstein said certain claims that
had been dismissed in the suit brought by Irving Picard, SIPA
trustee for Bernard L. Madoff Investment Securities LLC, were
still too closely wrapped up with surviving claims to support an
appeal under Rule 54(b), which governs partial final judgments, at
this time.

The case is Irving H. Picard v. J. Ezra Merkin et al., case number
09-01182, in the U.S. Bankruptcy Court for the Southern District
of New York.

                     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.


CAESARS ENTERTAINMENT: Bondholders Rip $155M 'Backroom' Refi Deal
-----------------------------------------------------------------
Law360 reported that a group of hedge funds argued that Caesars
Entertainment Corp. breached federal law and loan indentures in a
$155 million "backroom" refinancing deal with a favored creditor
group that allegedly ensured their debts would be wiped out in the
near-certain bankruptcy of its main operating unit.

According to the report, the plaintiffs, junior unsecured
creditors to Caesars Entertainment Operating Co., urged a New York
federal judge to reject the casino operator's attempt to dismiss a
lawsuit targeting a private debt refinancing deal it reached in
August with other similarly situated bondholders.

The case is Meehancombs Global Credit Opportunities Master Fund,
LP et al v. Caesars Entertainment Corporation et al., Case No.
1:14-cv-07091 (S.D.N.Y.).

                    About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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


CASELLA WASTE: S&P Rates $25MM Sr. Unsecured Revenue Bonds 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue rating
and '1' recovery rating to $25 million in senior unsecured revenue
bonds issued by the New York State Environmental Facilities Corp.
The obligor is Casella Waste Systems Inc. and payment on the bonds
is guaranteed by certain of its subsidiaries pursuant to a
guarantee agreement dated Dec. 1, 2014.  S&P's '1' recovery rating
reflects its expectation of very high (90% to 100%) recovery in
the event of a payment default.  All of S&P's ratings on Rutland,
Vt.-based Casella remain unchanged, including the 'B-' corporate
credit rating.  The stable outlook on Casella reflects S&P's
expectation that the solid waste services company's operating
results and cash flow generation will lead to gradually improving
credit measures over the next year and that its liquidity will
remain adequate.

Casella intends to use the proceeds from the revenue bond issuance
to initially repay almost $18 million of existing debt borrowed
under its revolving credit facility as well as to add restricted
cash to its balance sheet.  Pro forma for the transaction, S&P
estimates that the company's availability under its revolving
facility will be roughly $74 million.  The company will use the
restricted cash from this offering to finance on-going capital
needs at its operations in New York.  With approximately $670
million of pro forma adjusted debt at Oct. 31, 2014, the company's
adjusted debt to EBITDA ratio exceeded 6.5x.  S&P adjusts its debt
balances to account for other debt-like obligations, including
operating leases and closure and post-closure obligations; these
adjustments account for almost $140 million.

RATINGS LIST

Casella Waste Systems Inc.
Corporate Credit Rating                       B-/Stable/--

New Rating

New York State Environmental Facilities Corp.
$25 Mil. Senior Unsecured Rev Bonds*          B+
  Recovery Rating                              1

* Casella Waste Systems Inc. is the obligor.


CHC GROUP: S&P Assigns Then Withdraws 'B+' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' long-
term corporate credit rating to Cayman Islands-based parent
company CHC Group Ltd.  The outlook is stable.

At the same time, Standard & Poor's withdrew its 'B+' long-term
corporate credit rating on the company's subsidiary 6922767
Holding S.a.r.l.

In addition, Standard & Poor's affirmed its 'BB' issue-level
rating, with a '1' recovery rating, on subsidiary CHC Helicopter
S.A.'s super senior revolving credit facility; its 'B+' issue-
level rating, with a '4' recovery rating, on the subsidiary's
senior secured notes; and its 'B-' issue-level rating, with a '6'
recovery rating, on CHC Helicopter S.A.'s senior unsecured notes.

"We base our assignment of the corporate credit rating to CHC
Group Ltd. on it being the ultimate parent of CHC Helicopter,
which we analyze on a consolidated basis," said Standard & Poor's
credit analyst Jamie Koutsoukis.

"The ratings on CHC Helicopter reflect what we consider to be a
highly leveraged capital structure, the company's private equity
ownership, and participation in a capital-intensive industry," Ms.
Koutsoukis added.  "Somewhat mitigating these weaknesses are the
company's solid market position servicing offshore oil and gas
producers and favorable industry conditions," said Ms. Koutsoukis.

CHC Helicopter, which operates a fleet of 233 helicopters in
approximately 30 countries, is one of the two largest global
helicopter service providers.  It offers personal and light cargo
transportation services, primarily for oil and gas producers and
exploration companies, as well as search and rescue activities and
emergency medical services, through its helicopter services
segment. In addition, the company's Heli-One division provides
helicopter support services.

The stable outlook on CHC Helicopter is based on S&P's expectation
that demand for helicopter services in the oil and gas sector will
remain robust in the medium term and that the company will sustain
an adjusted debt-to-EBITDA ratio in low-to-mid 5x area in the next
two years while maintaining adequate liquidity.

S&P could lower the ratings if adjusted debt-to-EBITDA approaches
7x on a sustained basis following the company's planned debt
reduction funded through its preferred share offering or if
liquidity were to deteriorate (likely owing to difficulty in
refinancing aircraft or the company's inability to meet its lease
covenants).

The company's principal ownership by private equity investors
constrains the ratings at the current level as per S&P's criteria.
However, an upgrade might be possible if ownership changes or if
the company can demonstrate that its owners will manage its
balance sheet to an adjusted debt-to-EBITDA ratio of below 5x on a
sustained basis.


CHIEF POWER: S&P Assigns Prelim. 'BB' Rating on $365MM Loans
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB' debt issue rating and '1' recovery rating to
project finance transaction Chief Power Finance LLC's $325 million
senior secured term loan B facility due 2020 and $40 million
senior secured working capital revolving credit facility due 2019.
The '1' recovery indicates that lenders can expect to realize 90%
to 100% of the principal if a default occurs.  S&P will finalize
the rating after reviewing terms in the final documentation.  The
outlook is stable.

S&P bases the debt rating on a business risk profile of
established coal power plants with proven track records of
performance and ample fuel supply that are exposed to moderate
cash flow risk from the PJM Interconnection energy and capacity
markets with a fair competitive position and a minimum debt
service coverage ratio of 1.51x, based on a term loan B structure
that reduces debt to a modest level by maturity using a 75%
minimum cash flow sweep.

"The stable outlook reflects our expectations that operational
performance will continue to be very high and that power prices
are not likely to decline materially from current levels," said
Standard & Poor's credit analyst Terry Pratt.


COATES INTERNATIONAL: Obtains $52,500 From Securities Sale
----------------------------------------------------------
Coates International, Ltd., on Dec. 5, 2014, received the net
proceeds of a Securities Purchase Agreement and related
convertible promissory note, dated Dec. 3, 2014, in the face
amount of $52,500 issued to KBM Worldwide, Inc.  The Promissory
Note matures in September 2015 and provides for interest at the
rate of 8% percent per annum.  The Note may be converted into
unregistered shares of the Company's common stock, par value
$0.0001 per share, at the Conversion Price, as defined, in whole,
or in part, at any time beginning 180 days after the date of the
Note, at the option of the Holder.  All outstanding principal and
unpaid accrued interest is due at maturity, if not converted prior
thereto.  The Company incurred expenses amounting to $2,500 in
connection with this transaction.

The Conversion Price will be equal to 61% multiplied by the Market
Price.  The Market Price will be equal to the average of the three
lowest closing bid prices of the Company's common stock on the
OTCQB during the 10 trading-day period ending one trading day
prior to the date of conversion by the Holder.  The Conversion
Price is subject to adjustment for changes in the capital
structure such as stock dividends, stock splits or rights
offerings.  The number of shares of common stock to be issued upon
conversion will be equal to the aggregate amount of principal,
interest and penalties, if any divided by the Conversion Price.
The Holder anticipates that upon any conversion, the shares of
stock it receives from the Company will be freely tradable in
compliance with Rule 144 of the U.S. Securities and Exchange
Commission.

The Conversion Price is subject to adjustment in the event of any
of the following:

   1. During the period when a Major Announcement by the
      Company relating to a merger, consolidation, sale of the
      Company or substantially all of its assets or tender offer
      is in effect.
   2. A merger, consolidation, exchange of shares,
      recapitalization, reorganization or other similar event
      being consummated.

The Company is not permitted to pay dividends or make other
distributions of capital or repurchase or otherwise acquire any
shares of its capital stock without the Holder's consent and is
subject to certain restrictions on new borrowings, while there is
a remaining outstanding balance related to the convertible
promissory note.

These notes may be prepaid during the first six months the notes
are outstanding by paying a prepayment penalty equal to 30% during
the first 60 days, increasing in 5% increments each month
thereafter, to a maximum of 50%.  The Company has reserved
63,000,000 shares of its unissued common stock for potential
conversion of the convertible note.

The convertible promissory note was privately offered and sold to
the Holder in reliance on specific exemptions from the
registration requirements of the United States federal and state
securities laws which the Company believes are available to cover
this transaction based on representations, warranties, agreements,
acknowledgements and understandings provided to the Company by the
Holder.

                     About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was
incorporated on Aug. 31, 1988, for the purpose of researching,
patenting and manufacturing technology associated with a spherical
rotary valve system for internal combustion engines.  This
technology was developed over a period of 15 years by Mr. George
J. Coates, who is the President and Chairman of the Board of the
Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

Coates International reported a net loss of $2.75 million on
$19,200 of total revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.53 million on $19,200 of total
revenues for the year ended Dec. 31, 2012.

The Company's balance sheet at Sept. 30, 2014, the Company had
$2.74 million in total assets, $8.35 million in total liabilities
and a $5.61 million total stockholders' deficiency.

Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company continues to have negative cash
flows from operations, recurring losses from operations, and a
stockholders' deficiency.


CONN'S INC: S&P Puts 'B' CCR on CreditWatch Negative
----------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings on
Texas-based Conn's Inc., including its 'B' corporate credit
rating, 'BB-' issue level rating on its $880 million ABL credit
facility, and 'B-' on its $250 million senior unsecured notes, on
CreditWatch with negative implications.

The CreditWatch placement reflects the company's weaker-than-
expected performance during its third-quarter ended Oct. 31, 2014,
driven by significant increase in delinquency levels and provision
for bad balances as well as possible strategic or financial
changes because of recent weak performance.

S&P would expect to resolve the CreditWatch placement when it
gains better understanding of the company's strategies surrounding
its underwriting practices.  At that time, S&P would expect to
gain more clarity on how the company's deteriorating quality of
credit portfolio affects its liquidity position.


CORINTHIAN COLLEGES: Tear Up Students' Loans, Democrats Urge U.S.
-----------------------------------------------------------------
Alan Zibel, writing for The Wall Street Journal, reported that
Sen. Elizabeth Warren (D., Mass.) and 12 other Democrats sent a
letter to Education Secretary Arne Duncan urging him to wipe out
federal loans given to students who enrolled in Corinthian
Colleges.  According to the report, the lawmakers wrote that by
taking out student loans, borrowers "are making a serious
financial decision that will affect them for years to come."

"If colleges fail to hold up their end of the bargain -- if they
break the law in ways that bear on their students' educational
experience or finances -- students should not literally be stuck
paying the price," the lawmakers further wrote, the report
related.

Corinthian Colleges, Inc. offers post-secondary courses in the
areas of health care, business, criminal justice, transportation
technology and maintenance, information technology, and
construction trades.  The Santa Ana, California-based Company
currently caters to 81,300 students.


COVENANT CARE: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: Covenant Care Centers, LLC
        16203 Chasemore Drive
        Spring, TX 77379

Case No.: 14-35916

Chapter 11 Petition Date: December 9, 2014

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

Judge: Hon. Harlin DeWayne Hale

Debtor's Counsel: Weldon L. Moore, III, Esq.
                  SUSSMAN & MOORE, L.L.P.
                  4645 N. Central Expressway, Suite 300
                  Dallas, TX 75205
                  Tel: (214)378-8270
                  Fax: (214)378-8290
                  Email: wmoore@csmlaw.net

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ron Sanborn, manager.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb14-35916.pdf


CTI BIOPHARMA: Announces Comprehensive Kinome Analysis
------------------------------------------------------
CTI BioPharma Corp. announced that an analysis of kinase
inhibition by pacritinib, a next generation oral multikinase
inhibitor in Phase 3 clinical development, demonstrated a unique
kinome profile among agents in development for myelofibrosis and
suggests potential therapeutic benefit across a spectrum of blood-
related cancers.  Researchers presented the findings from this
analysis at the 56th American Society of Hematology (ASH) Annual
Meeting and Exposition held December 6-9 in San Francisco, CA.

"The kinome profile of pacritinib shown in this analysis
highlights how pacritinib is different from other JAK inhibitors
that are currently on the market and in development for
myelofibrosis," said Srdan Verstovsek, M.D., Ph.D., Director,
Clinical Research Center for MPNs at The University of Texas MD
Anderson Cancer Center and principal investigator for the Phase 3
PERSIST-2 trial of pacritinib.  "One of the findings observed in
clinical trials to date is the lack of myelosuppression seen with
other treatments.  Pacritinib's potent inhibition of FLT3, c-fms,
IRAK1 and c-kit, all critical targets in hematologic malignancies,
highlights its potential therapeutic utility in other indications,
such as AML, MDS, CMML and CLL."

The in vitro profiling of pacritinib across a panel of kinases
showed the inhibition of all members of the JAK/FLT pathways, with
the exception of JAK1.  The JAK/FLT pathways are frequently
dysregulated in many types of cancers.  Additionally, pacritinib
was found to inhibit the kinases c-fms and IRAK1.  Disruption in
the c-fms and IRAK1 pathways have been indicated to be involved in
acute myeloid leukemia (AML), myelodysplastic syndrome (MDS),
chronic myelomonocytic leukemia (CMML) and chronic lymphocytic
leukemia (CLL).  CTI believes the clinical efficacy and reduced
myelosuppression seen in Phase 2 trials of pacritinib in patients
with myelofibrosis is also likely attributable to this unique
kinase inhibition profile.

"These data not only demonstrate the unique attributes of
pacritinib compared to other marketed agents or agents in
development for the treatment of myelofibrosis, many of which have
activity against JAK1, but also show the potential for broader use
in other blood-related cancers," said Jack Singer, M.D., executive
vice president, Global Medical and Translational Medicine at CTI
and lead author of the analysis.  "We are excited to pursue
additional indications, such as AML, MDS, CMML and CLL, all of
which are currently being evaluated in Phase 2 clinical trials, so
we can potentially offer these patients an effective and less
toxic treatment option."

In a separate press release, CTI BioPharma announced data showing
treatment with pacritinib, an investigational oral multikinase
inhibitor in Phase 3 clinical development, preferentially killed
acute myeloid leukemia (AML) cells with FLT3 mutations, overcame
stromal protection and suppressed leukemic outgrowth from stroma
adherent AML cells in both medium-term (7-14 days) and long-term
(5-6 weeks) assays.  The findings from this study were presented
by Dr. Ceri Marrin, Consultant Haematologist, University Hospital
of Wales at Cardiff University, during an oral presentation at the
56th American Society of Hematology (ASH) Annual Meeting and
Exposition held December 6-9 in San Francisco, CA.

"About 30 percent of patients with AML have a mutation in FLT3, a
known poor prognostic factor, and an important target for drug
development.  Traditional FLT3 inhibitors are unable to kill FLT3
mutated cells when grown on stromal cells of the microenvironment,
and this is believed to be an important resistance factor for
other FLT3 antagonists.  Stromal interaction confers protection
through upregulation of alternative survival pathways including
MEK and JAK2.  The current data show that pacritinib is able to
evade this mechanism of resistance, likely through its ability to
suppress other signaling pathways, such as JAK2," said Alan
Burnett, M.D., Past Professor and Head of Haematology, Department
of Medical Genetics, Haematology and Pathology at the School of
Medicine at Cardiff University.  "While the data indicates that
pacritinib was able to suppress growth of AML cells as a single
agent, the synergistic effect of treatment with pacritinib in
combination with either cytarabine or a MEK inhibitor suggest
interesting directions for future clinical evaluation."

"This study provides further evidence that pacritinib inhibits
signaling pathways that are important to a broad spectrum of
blood-related cancers.  We believe pacritinib has the potential to
be a significant new treatment option for AML given its ability to
target multiple pathways, including suppression of
microenvironmental tumor interactions that are key to overcoming
longer-term drug resistance in this disease," said James A Bianco,
M.D., president and CEO of CTI.  "A Phase 2 trial in patients with
relapsed AML and FLT3 mutations is currently underway and a first-
line study in elderly patients with AML is expected to be
initiated in the near future."

                         About CTI BioPharma

CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis.  CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.

Cell Therapeutics reported a net loss attributable to common
shareholders of $49.64 million in 2013, a net loss attributable to
common shareholders of $115.27 million in 2012 and a net loss
attributable to common shareholders of $121.07 million in 2011.

"We believe that our present financial resources (including the
$17.8 million we received in October 2014 under the Servier
Agreement), together with additional milestone payments projected
to be received under certain of our contractual agreements, our
ability to control costs and expected net contribution from
commercial operations in connection with PIXUVRI, will only be
sufficient to fund our operations into the third quarter of 2015.
This raises substantial doubt about our ability to continue as a
going concern," the Company disclosed in its quarterly report on
Form 10-Q for the period ended Sept. 30, 2014.


DAHL'S FOODS: Hires Dickinson Law as Special Corporate Counsel
--------------------------------------------------------------
Dahl's Foods and its debtor affiliates seek permission from the
U.S. Bankruptcy Court for the Southern District of Iowa to employ
Ronald L. Mountsier, Esq. and the Dickinson Law Firm, as their
special corporate and employment law counsel.

As special counsel, the Dickinson Law Firm is expected to provide
these services:

   a. Structure, negotiate and draft appropriate business
      and corporate transactions;

   b. Advise the Debtors with respect to ongoing business
      operations, including contractual and regulatory matters;
      and

   c. Advise the Debtors with respect to employment law matters.

The standard hourly rate for Ronald L. Mountsier, Esq., a
Dickinson Law Firm professional, who will be involved in the
Debtor's case is $320.

The Firm seeks a $10,000 post-bankruptcy retainer in connection
with the proposed employment.

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

                        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 for Region 12 appointed four entities to serve in
the official unsecured creditors' committee in the Debtors' cases.


DETROIT, MI: Exits from Ch. 9, Emergency Manager Resigns
--------------------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reported that
Detroit, which filed the largest municipal bankruptcy in the
United States, has exited from its historic Chapter 9, and its
emergency manager, Kevyn Orr, has resigned.

As previously reported by The Troubled Company Reporter, in
November, U.S. Bankruptcy Judge Steven Rhodes confirmed the city's
debt adjustment plan.  Both the City's achievement -- the
adjustment of approximately $18 billion in debt -- and the speed
with which the case was resolved -- 16 months after the City filed
its chapter 9 petition -- are unprecedented, the TCR report,
citing a statement from Jones Day, which represented the city.

According to the Journal, Mr. Orr's last order as emergency
manager would be to issue the date of the bankruptcy exit and set
a two-year budget for the city.

                   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.


DOLPHIN DIGITAL: Stockholders Elected 5 Directors
-------------------------------------------------
Dolphin Digital Media, Inc., held a 2014 special meeting of
stockholders on Dec. 3, 2014, at which the stockholders:

   (a) elected William O'Dowd, IV, Michael Espensen, Nelson
       Famadas, Mirta Negrini and Nicholas Stanham as directors to
       serve for terms expiring at the 2015 Annual Meeting of
       Stockholders or until their successors are elected and
       qualified;

   (b) approved the change of the Company's state of incorporation
       from Nevada to Florida.

The Board of Directors recommended and on Dec. 3, 2014, the
stockholders approved the proposal to change the Company's state
of incorporation from Nevada to Florida.  As a result of the
Reincorporation, the rights of stockholders which were governed by
Nevada law are now governed by Florida law.  Certain differences
in the rights of stockholders arise from distinctions between
Nevada and Florida law.  The differences between Nevada law and
Florida law have resulted in changes in the Company's Articles of
Incorporation and Bylaws, which changes were approved by the
Company's stockholders upon approval of the Reincorporation
Proposal, and became effective on Dec. 3, 2014.

                        About Dolphin Digital

Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment.  By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.

Dolphin Digital incurred a net loss of $2.46 million in 2013
following a net loss of $3.38 million in 2012.

As of Sept. 30, 2014, the Company had $1.32 million in total
assets, $9.71 million in total liabilities, all current, and a
$8.38 million total stockholders' deficit.

As of Sept. 30, 2014, the Company had $1.32 million in total
assets, $9.71 million in total liabilities, all current, and a
$8.38 million total stockholders' deficit.

Crowe Horwath LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred net losses, negative cash flows from
operations and does not have sufficient working capital.  These
events raise substantial doubt about the Company's ability to
continue as a going concern.


ECOSPHERE TECHNOLOGIES: Heller Reports 12.4% Stake as of Nov. 28
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Ronald Heller disclosed that as of Nov. 28,
2014, he beneficially owned 23,324,998 shares of common stock of
Ecosphere Technologies, Inc., representing 12.4 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/jwP1FV

                   About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere Technologies reported net income of $19.16 million in
2013 following net income of $1.05 million in 2012.

As of Sept. 30, 2014, the Company had $16.79 million in total
assets, $3.59 million in total liabilities, $3.78 million in total
redeemable convertible cumulative preferred stock, and $9.41
million in total equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company had a loss from operations and cash used in
operations along with an accumulated deficit.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


ECOSPHERE TECHNOLOGIES: Nagelberg Stake at 6.6% as of Nov. 28
-------------------------------------------------------------
David S. Nagelberg disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that as of Nov. 28, 2014, he
beneficially owned 11,675,000 shares of common stock of Ecosphere
Technologies, Inc., representing 6.6 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/6iTjmk

                   About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere Technologies reported net income of $19.16 million in
2013 following net income of $1.05 million in 2012.

As of Sept. 30, 2014, the Company had $16.79 million in total
assets, $3.59 million in total liabilities, $3.78 million in total
redeemable convertible cumulative preferred stock, and $9.41
million in total equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company had a loss from operations and cash used in
operations along with an accumulated deficit.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


EDGENET INC: Court Confirms Ch. 11 Liquidating Plan
---------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware on Dec. 9, 2014, issued an order confirming
the modified amended plan of liquidation filed by El Wind Down,
Inc., f/k/a Edgenet, Inc., and its debtor-affiliates.

The Liquidation Plan proposes all classes of claims to be impaired
except for other priority claims.

Liberty Partners LLC, which loaned Edgenet Holding Corporation
approximately $40 million in exchange for a blanket security
interest in and to all of the Debtors' assets, will reduce its
secured claim by $1.34 million, which sum will be paid by the
Debtors, on the effective date to a segregated account held by
Cooley LLP, the co-counsel for the Official Committee of Unsecured
Creditors.  These funds will be used to pay the Allowed Seller
Noteholder Claim on a pro rata basis, the Seller Noteholder
Professionals and reimburse certain expenses incurred by the
Owners Representative.

At the effective date, the Debtors, the Seller Notheholders and
Liberty and their representatives will mutually release each other
from all claims.  The Plan also provides that the Adversary
Proceeding initiated by Ernest Han-Ping Wu will be dismissed with
prejudice.  LPL will receive the remaining funds in the Debtors'
estates after payment of all Allowed Administrative and Priority
Claims.

The Plan was amended on Oct. 27 to provide that while the Plan
Administrator is empowered to assert Post-Effective Date Debtor
Causes of Action on behalf of the Post-Effective Date Debtor, it
is not anticipated that any claims or Causes of Action will be
asserted, as it is believed that none exist which would enhance
the Post-Effective Date Debtor's estate.  To the extent that any
Post-Effective Date Debtor Causes of Action is asserted under
chapter 5 of the Bankruptcy Code, any recoveries, net of the
payment of sums on account of any professional fees incurred in
prosecuting those claims or Causes of Action will be paid to
Holders of Allowed Class 4 Claims.

To the extent an objection is filed to a claim prior to Oct. 31,
2014, unless the Claim is disallowed by order of the Bankruptcy
Court on or before Oct. 31, 2014, the Holder of the Claim can file
a motion under Rule 3018 of the Federal Rules of Bankruptcy
Procedure to have that Claim allowed in a specific amount for
purposes of voting on the Plan.

                       About Edgenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud-
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  Edgenet has three business locations: Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.

The U.S. Trustee did not form an official unsecured creditors
committee as no sufficient interest has been generated from
creditors.

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court issue an order appointing an official committee of Seller
Noteholders, or in the alternative, an official committee of
unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed on
March 13, 2014, five noteholders to serve on the Official
Committee of Note Holders.  In May, Bankruptcy Judge Brendan L.
Shannon denied Edgenet Inc., et al.'s motion to disband the
Noteholders Committee.

The Noteholders Committee has retained Morris James LLP's Jeffrey
R. Waxman, Esq.; and Cooley LLP's Cathey Hershcopf, Esq., and
Jeffrey L. Cohen, Esq., as co-counsel to the Committee.

An auction of the Debtors' assets was held on June 6, 2014, and
EdgeAQ, L.L.C., was declared the successful bidder.  The
Bankruptcy Court approved the sale on June 12, and the sale closed
on June 16.  Edgenet Inc. changed its name to El Wind Down, Inc.,
and Edgenet Holding Corporation to EHC Holding Wind Down Corp.


EMPIRE GENERATING: S&P Affirms 'B+' Rating on Secured Loans
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+' debt
issue rating on power project financing Empire Generating Co.
LLC's senior secured term loan and revolving credit facilities.
The debt consists of a $430 million term loan B due 2021, a $30
million funded letter-of-credit term loan C due 2021, and a $20
million revolving credit facility due 2019.  S&P removed these
ratings from CreditWatch, where it placed them with negative
implications on Sept. 22, 2014.  S&P also left unchanged its '2'
recovery rating on the senior secured debt, indicating a
"substantial" recovery of 70% to 90% based on estimated asset
value and debt outstanding in our simulated default scenario.  The
outlook is stable.

Empire is 635 megawatt power project financing located in the New
York Independent System Operator's (NYISO) Zone F region.  S&P's
'B+' rating reflects an operational business profile of proven
technology and sound operations and maintenance performance that
is exposed to NYISO energy market prices and capacity auction
prices with a favorable competitive position.  Financial
performance includes a minimum debt service coverage ratio of
about 2x and weak performance under the downside scenario.

"Empire's operations phase business assessment reflects use of
commercially proven technology, sound operating and maintenance
support, and limited natural gas fuel risk that should result in
high reliability," said Standard & Poor's credit analyst Terry
Pratt.

Market risk is material given exposure to merchant energy market
prices in NYISO Zone F, which can be volatile since they are
linked to natural gas prices.  Empire's competitive position will
likely improve when the Constitution Pipeline becomes operational
in 2015 bringing Marcellus Shale field gas to Empire's region,
which should reduce fuel costs considerably.

The stable outlook reflects S&P's expectations that operational
performance will be strong, the Constitution Pipeline will be
built into the project's region by 2015, and S&P's belief that
power prices, which largely stem from natural gas prices, and the
NYISO capacity market prices will not drop considerably from S&P's
assumptions in the next two to three years.


EVERGREEN ACQCO1: S&P Lowers CCR to 'B-'; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Bellevue, Wash.-based thrift store operator Evergreen
AcqCo1 LP d/b/a Savers to 'B-' from 'B'.  The outlook is negative.
At the same time, S&P lowered its issue-level ratings on the
company's $75 million revolver and $715 million term loan to 'B-'
from 'B'.  The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%) recovery in the event of a payment default.

"The downgrade and lower business risk profile reflect our
expectation that Savers will continue to experience performance
erosion related to its Apogee unit in the coming year, as a spate
of problems at the acquired thrift have reduced profitability
despite relatively stable results in the core Savers business and
strong Halloween results this year," said credit analyst Diya
Iyer.

The negative outlook reflects S&P's expectation that Savers will
continue to experience cost and traffic downside risk through the
end of the year, with lagging customer counts particularly in the
Apogee and Unique chains, potential loss of charity donations tied
to the recent Minnesota report, and ongoing strain in the African
recycling business.

Downside Scenario

S&P could lower the rating in the next year if used goods
donations and recycling costs continue to escalate, creating
persistent margin and EBITDA declines, with leverage remaining at
or above 7.0x and coverage falling below 2.0x.  At this time, the
company's liquidity would weaken such that it increases revolver
borrowings to above $15 million and begins to experience thin
covenant cushions, with free operating cash flow becoming more
negative than S&P's expectations.  At that point, S&P would view
the company's capital structure as unsustainable.

S&P could also lower the rating if further challenges surface
related to the company's contracts with charities, causing long
time partners to sever or limit ties and creating further problems
for the Savers' business model, with associated costs and
potential management turnover increasing.

Upside Scenario

Given Savers' credit measures and array of recent operational
issues, S&P is not expecting to revise its outlook or raise its
ratings over the coming year.  In this unlikely scenario, Saves
would need to deleverage more than 2.0x to the low-5.0x area,
which would require more than 300 bps of gross margin expansion or
sales growth in the mid-20% area.


EXIDE TECHNOLOGIES: Noteholders Object to Panel Appointment Bid
---------------------------------------------------------------
BankruptcyData reported that Exide Technologies' unofficial
committee of prepetition senior secured holders of certain 8-5/8%
Senior Secured Notes due 2018 object to the supplemental motion
and joinder of certain shareholders for the appointment of an
official equity security holders committee.

According to the report, the objection asserts, "...Obsido's
methodology proves unsound. Indeed, Obsido concedes that the
Movants face at least $1.4 billion in claims before any recovery
to equity is possible, an amount that exceeds Obsido's own $1.352
billion valuation based on its discounted cash flow analysis. Even
assuming that Obsido's total enterprise valuation of $1.750
billion - which simply adds $400 million in value for NOLs and
intellectual property to its discounted cash flow valuation - is
remotely accurate, which it is not, Obsido grossly understates
Exide's liabilities....In addition, the Creditors Committee has a
duty to maximize the value of Exide's estate, which would inhere
to the benefit of shareholders, and as the Court is well aware,
the Creditors Committee has been very active in this case in
furtherance of that objective." Separately, the official committee
of unsecured creditors also objected to the appointment of an
official committee of equity security holders. The creditors'
committee asserts, "First, the Valuation Report is conspicuously
devoid of any type of multiples analysis. Under basic tenets of
valuation, experts typically use three principal valuation
techniques to arrive at an enterprise value: public company
comparable analysis, precedent transaction analysis, and
discounted cash flow ('DCF') analysis....The DCF analysis assumes
an annual perpetual growth rate for free cash flow of 7.5% - an
entirely unrealistic rate for a mature industrial company. Given
historical growth rates of the U.S. economy, any perpetual growth
rate at this level is highly suspect. Moreover, this excessive
perpetual growth rate results in an outsized terminal value that
contributes 78% to the total DCF analysis valuation....Fourth, the
Valuation Report relies on more flawed assumptions to layer nearly
$400 million in purported value on top of the already-inflated DCF
valuation with little to no analysis."

As previously reported by The Troubled Company Reporter, Exide
Technologies' ad hoc committee of equity security holders filed
with the U.S. Bankruptcy Court a brief in support of the
appointment of an official committee of equity security holders.

According to the report, the Ad Hoc Committee members said they
have retained Obsido to render a valuation report using generally
accepted accounting principles and Obsido's valuation report shows
that the Debtor is far from 'hopelessly insolvent,' but rather has
an enterprise value that far exceeds its total debt, and therefore
evidences a substantial likelihood that equity will receive a
meaningful distribution under a strict application of the absolute
priority rule.  Specifically, Obsido's valuation report estimates
a distributable value for equity security holders ranging between
$440 million and $740 million, the Ad Hoc Committee members added,
the report related.

                      About Exide Technologies

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

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

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

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

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

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

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


FCC HOLDINGS: Wants Until Feb. 23 to Remove Actions
---------------------------------------------------
FCC Holdings, Inc., et al., filed a motion for an extension until
Feb. 23, 2015, of the time to file notices of removal of
proceedings pursuant to Bankruptcy Rule 9027(a).  A hearing is
scheduled for Dec. 19, 2014, at 10:00 a.m.  Objections to the
motion, if any, are due Dec. 12, 2014, at 4:00 p.m.

According to the Debtors, since the sale, their efforts have been
focused on negotiating the terms of a liquidating plan with the
Committee and their secured lenders.  The Debtors hope to file and
seek confirmation of the plan shortly.  The Debtors have not yet
determined whether to seek removal of the actions pending against
them.

                        About FCC Holdings

FCC Holdings, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 14-11987) on Aug. 25,
2014.

Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates
provide quality postsecondary education in fourteen states.  The
FCC schools were started by David Knobel in 1994 in Fort
Lauderdale, Florida, and, as of the bankruptcy filing, are owned
by Greenhill Capital Partners.

Prior to the Petition Date, the Company, which currently operates
under the name "Anthem Education," had three sets of schools --
the 14 Florida Career College schools; the 22 Anthem Education
schools; and the 5 US Colleges schools.

The Debtors' outstanding secured obligations are $49,000,000, plus
interest and fees, comprised of: Tranche A Loans of $18.6 million,
Tranche B Loans of $29.1 million, and existing letters of credit
of $1.39 million.  The Debtors also have unsecured debt of
$15 million.

Judge Christopher S. Sontchi is assigned to the Chapter 11 cases.

The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as counsel, and KCC as claims and notice agent.

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.  Womble Carlyle Sandridge &
Rice, LLP, and Ottenbourgh P.C., serve as its co-counsel.


GARLOCK SEALING: Judge Won't Reconsider $125MM Liability Ruling
---------------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that a bankruptcy judge said he won't reconsider a ruling that
slashed Garlock Sealing Technologies' asbestos liability to $125
million from $1.3 billion, but plaintiffs' lawyers plan to appeal
the decision.

According to the report, Judge J. Craig Whitley of the U.S.
Bankruptcy Court in Charlotte, N.C., denied the request by the
official committee of asbestos personal injury claimants, which
had asked the judge to consider new evidence that it said could
change Garlock's liability to asbestos claimants.

                      About Garlock Sealing

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

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

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

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

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

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

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


GARLOCK SEALING: $125M Asbestos Liability Cap to Stay in Place
--------------------------------------------------------------
Law360, citing an attorney for Garlock Sealing Technologies LLC,
reported that U.S. Bankruptcy Judge George Hodges in North
Carolina refused to reopen a data dig to estimate the size of the
company's legacy asbestos liabilities, ordering that a previously
reached $125 million cap be left in place and no new evidence be
considered.

According to the report, the official asbestos personal injury
claimants' committee in the bankruptcy had argued that Garlock had
concealed its past settlement strategies and knowledge regarding
other sources of exposure, and they'd asked Judge Hodges if they
could introduce some new evidence, but Judge Hodges said no,
according to Garland Cassada, Esq. -- gcassada@rbh.com -- of
Robinson Bradshaw & Hinson PA, who argued for Garlock, leaving a
January cap order in place.

                      About Garlock Sealing

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

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

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

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

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

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

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


GCI INC: S&P Assigns 'BB+' Rating on $275MM Sr. Secured Loan B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
and '1' recovery ratings to Anchorage, Alaska-based diversified
telecommunications provider GCI Inc.'s proposed $275 million
senior secured term loan B due 2021 and existing credit facility,
which comprises a $240 million delayed draw term loan A and a $150
million revolving credit facility.  The '1' recovery rating
indicates S&P's expectation for very high recovery (90%-100%) in
the event of payment default.  GCI Holdings Inc. is the borrower.

GCI plans to use the proceeds from a $275 million term loan and a
$75 million investment from private equity sponsor, Searchlight
Capital Partners LLC, to fund the $300 million purchase price for
the remaining one-third stake of its wireless joint venture, The
Alaska Wireless Network LLC (AWN), from Alaska Communications
Systems Group Inc. (ACS), add about $46 million of cash to the
balance sheet, and pay about $4 million of related fees and
expenses.

The 'B+' issue-level and '5' recovery ratings on the company's
senior unsecured debt rating are unchanged.  The 5' recovery
rating indicates S&P's expectation for modest recovery (10%-30%;
at the high end of the range) in the event of payment default.
Despite the increase in secured debt, S&P believes that recovery
prospects for unsecured debtholders will remain in the 10%-30%
area as a result of an increase in S&P's default valuation for the
company due to the elimination of cash distributions to ACS.

S&P's ratings on GCI, including the 'BB-' corporate credit rating,
and stable outlook are not immediately affected by the company's
agreement to purchase the remaining one-third interest in the
joint venture from ACS.

S&P views the proposed transaction as moderately positive for
GCI's business position because it will increase the company's
wireless subscriber base by about 75% with the addition of 110,000
customers from ACS and offer some cost synergies.  Pro forma for
the transaction, GCI will serve about 255,000 wireless
subscribers, making it the second-largest wireless provider in the
state of Alaska behind AT&T Inc., with an approximate 33% market
share.

The debt GCI issues to pay for the transaction will be partly
offset by its removal of the remaining $126 million of
preferential cash distributions to ACS, which S&P includes in its
adjusted leverage calculation.  Despite the increase in debt to
fund the transaction (including the equity investment from
Searchlight, which S&P also views as debt), S&P expects that GCI's
adjusted leverage will be in the mid-4x area, which S&P considers
supportive of its "aggressive" financial risk profile assessment.
S&P's leverage calculation also includes the operating lease
payments' present value, which adds about $150 million to debt and
$30 million to EBITDA.

RATINGS LIST

GCI Inc.
Corporate Credit Rating                            BB-/Stable/--

New Ratings

GCI Holdings Inc.
$275 million senior secured term loan B due 2021   BB+
  Recovery Rating                                   1
$240 million delayed draw term loan A              BB+
  Recovery Rating                                   1
$150 million revolving credit facility             BB+
  Recovery Rating                                   1


GENUTEC BUSINESS: Could Not File Plan, Schedules Until Feb. 2015
----------------------------------------------------------------
Genutec Business Solutions Inc. asks the U.S. Bankruptcy Court for
the Central District of California to extend the deadline to file
its schedules of assets and liabilities, statement of financial
affairs, and disclosure statement and Chapter 11 plan to Feb. 15,
2015.

The Debtor says the extension request will give the best chance of
proposing a viable plan which can be confirmed.

                About Genutec Businesss Solutions

Genutec Business Solutions, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 14-13115) in Santa Ana,
Georgia, on May 16, 2014.  David Montoya signed the petition as
director.  The Debtor disclosed assets of $12,851,544 and
liabilities of $11,529,199.  Michael R Totaro, Esq., at Totaro &
Shanahan, in Pacific Palisades, California, acts as bankruptcy
counsel.  Judge Erithe A. Smith presides over the case.

The U.S. Trustee for Region 16 appointed three creditors to serve
on the official committee of unsecured creditors.


GT ADVANCED: Bogus Promises in $439MM Apple Deal, Says Creditor
---------------------------------------------------------------
Law360 reported that Apple Inc.'s $439 million deal with bankrupt
GT Advanced Technologies Inc. is a little too sweet for a GTAT
creditor's tastes, according to an objection contending that
Apple's promises on the limits of what it would take are false.

The Law360 report related that Sumitomo Cryogenics of America Inc.
said that GTAT's deal -- in which Apple will take an increasing
cut of certain sapphire-making furnaces sold by the company --
includes a provision that requires the bankruptcy estate to pay
Apple any shortfalls from that arrangement, taking money from a
pool the other creditors are counting on.

                  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.


HCA HOLDINGS: Share Repurchase No Impact on Moody's Ba3 CFR
-----------------------------------------------------------
Moody's Investors Service commented that HCA Holdings, Inc.'s
announcement that it had entered into an agreement to repurchase
approximately $552 million worth of its common stock from
affiliates of Bain Capital Investors, LLC is credit negative.
However, HCA's ratings, including the Ba3 Corporate Family Rating,
Ba3-PD Probability of Default Rating and the stable outlook are
unaffected.

HCA Inc. is a wholly owned subsidiary of HCA Holdings, Inc.
(collectively HCA). Headquartered in Nashville, Tennessee, HCA is
the nation's largest acute care hospital company as measured by
revenue. The company generated revenue in excess of $36 billion,
net of the provision for doubtful accounts, in the twelve months
ended September 30, 2014.


HD SUPPLY: Reports $60 Million Net Income in Third Quarter
----------------------------------------------------------
HD Supply Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $60 million on $2.48 billion of net sales for the
three months ended Nov. 2, 2014, compared with net income of
$51 million on $2.27 billion of net sales for the three months
ended Nov. 3, 2013.

For the nine months ended Nov. 2, 2014, the Company reported net
income of $96 million on $7.09 billion of net sales compared with
a net loss of $152 million on $6.55 billion of net sales for the
nine months ended Nov. 3, 2013.

As of Nov. 2, 2014, the Company had $6.52 billion in total assets,
$7.18 billion in total liabilities, and a $657 million
stockholders' deficit.

"I was very pleased with our strong performance this quarter,"
stated Joe DeAngelo, CEO of HD Supply.  "We remain focused on
controllable execution to deliver profitable growth in excess of
our market growth estimate."

On Dec. 1, 2014, HD Supply entered into a definitive purchase
agreement to sell its Hardware Solutions business unit, formerly
known as Crown Bolt, to The Home Depot.  Approximately 98 percent
of Hardware Solutions' 2013 sales were attributable to The Home
Depot.  The transaction is expected to close by the end of fiscal
year 2014, subject to satisfaction of customary closing
conditions.  In accordance with Accounting Standard Codification
205-20, Discontinued Operations, the results of Hardware Solutions
and an expected small gain on sale of the business will be
classified as discontinued operations beginning in the fourth
quarter of fiscal 2014.  The tables beginning on page 12 provide
revised historical quarterly financial results presenting Hardware
Solutions as an expected discontinued operation.

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

                        http://is.gd/kPq5Ze

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

HD Supply reported a net loss of $218 million for the fiscal year
ended Feb. 2, 2014, a net loss of $1.17 billion for the fiscal
year ended Feb. 3, 2013, and a net loss of $543 million for the
year ended Jan. 29, 2012.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
"This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017," Moody's said.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HERRING CREEK: Wants to Employ Murphy & King as Bankruptcy Counsel
------------------------------------------------------------------
Herring Creek Acquisition Company LLC asks the U.S. Bankruptcy
Court for the District of Delaware for permission to employ Murphy
& King, Professional Corporation, as its bankruptcy counsel.

The firm will:

  a) advise the Debtor with respect to its rights, powers and
     duties as debtor-in-possession in the continued operation of
     its business and management of its assets;

  b) advise the Debtor with respect to a plan of reorganization
     and any other matters relevant to the formulation and
     negotiation of a plan in the case;

  c) represent the Debtor at all hearings and matters pertaining
     to its affairs as debtor and debtor-in-possession;

  d) prepare, on the Debtor's behalf, all necessary and
     appropriate applications, motions, answers, orders, reports,
     and other pleadings and other documents, and reviewing all
     financial and other reports filed in this Chapter 11 case;

  e) advise the Debtor with respect to, and assisting in the
     negotiation and documentation of, financing agreements, debt
     and cash collateral orders and related transactions;

  f) reviewing and analyze the nature and validity of any liens
     asserted against the Debtor's property and advising the
     Debtor concerning the enforceability of such liens;

  g) advise the Debtor regarding its ability to initiate actions
     to collect and recover property for the benefit of its
     estate;

  h) advise and assist the Debtor in connection with the potential
     disposition of any property;

  i) advise the Debtor concerning executory contract and unexpired
     lease assumptions, lease assignments, rejections,
     restructurings and recharacterization of contracts and
     leases;

  j) reviewing and analyze the claims of the Debtor's creditors,
     the treatment of such claims and the preparation, filing or
     prosecution of any objections to claims;

  k) commence and conduct any and all litigation necessary or
     appropriate to assert rights held by the Debtor, protect
     assets of the Debtor's Chapter 11 estate or otherwise further
     the goal of completing the Debtor's plan of reorganization
     other than with respect to matters to which the Debtor
     retains special counsel; and

  l) perform all other legal services and providing all other
     necessary legal advice to the Debtor as debtor-in-possession
     which may be necessary in the Debtor's bankruptcy proceeding.

The firm says it will seek compensation based upon its normal and
usual hourly billing rates, and will seek reimbursement of
expenses.  From time to time, the firm adjusts it usual hourly
billing rates in the ordinary course of its business.  In the
event of such an adjustment, the firm will seek compensation at
the adjusted hourly rate from and after the date of the
adjustment.

The Debtor says it paid the firm a total of $10,4348 for services
rendered in the ordinary course of business.  As of Nov. 11, 2014,
the retainer balance was $29,565.  The firm has received no other
payments from the Debtor or any other party related to this case.
The firm was not a creditor of the Debtor as of the Petition Date.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Herring Creek Acquisition Co., LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Mass. Case No. 14-15309) in Boston on Nov. 12,
2014, without stating a reason.  The Debtor estimated $10 million
to $50 million in assets and debt.  The case is assigned to Judge
William C. Hillman.  Donald Ethan Jeffery, Esq., at Murphy & King,
in Boston, serves as counsel to the Debtor.


HOMER CITY GENERATION: Moody's Hikes Senior Secured Rating to Ba3
-----------------------------------------------------------------
Moody's upgraded Homer City Generation L.P.'s (Homer City or
Project) senior secured rating to B3 from Caa1. The rating outlook
is stable.

Ratings Rationale

Homer City's senior secured rating upgrade to B3 from Caa1
reflects the project's strong cash flow earned during the
exceptionally cold 2013/2014 winter period that resulted in
improved balance sheet liquidity even when considering 2014 summer
earnings that were less than half of summer 2013. For example,
Homer City's EBITDA for the first 3 months of 2014 exceeded its
full year 2013 EBITDA by more than 50%. Moody's estimate that
total cash after payment of the October 1st scheduled debt service
payment approximated $108 million at October 1, 2014 as compared
to $72 million at the same time in 2013 . The much stronger than
expected liquidity provides greater financial resiliency against
ongoing market risks and rapidly rising debt service through at
least the expected completion of the flue gas desulfurization
scrubbers (FGD) scheduled for March 17, 2016.

The rating upgrade to B3 also considers GE Capital's substantial
equity contribution to fund the FGD construction and the Project's
ability to call its high cost debt at par per its indenture, once
the FGD is complete. Moody's estimate GE Capital's equity
contribution totals around $666 million as of September 2014,
which is near the $700 to $750 million total originally estimated
for the completion of the FGD scrubbers. While the expected
completion date of the FGD scrubbers has been significantly
delayed to March 2016, the expected completion date remains within
its required environmental compliance deadlines. Once the FGD are
complete, Moody's expect the project will utilize its call option
to pay off its high cost, senior secured bonds at par and thus
refinance its debt into a structure more commensurate with the
project's volatile cash flows. The Project's large, scheduled debt
amortization is a significant credit weaknesses that weighs down
the project's credit quality.

Other credit weaknesses at Homer City include high leverage,
reliance on volatile merchant energy margins, mixed historical
operating performance, and in the absence of the redemption of the
bonds a DSCR that averages around 0.7x over the next 3 years under
Moody's cases. Moody's expectation of below 1.0x DSCR on a
prospective basis highlights the Project's need for balance sheet
liquidity through at least FGD completion expected in March 2016.
Certain limited project finance protections such as a lack of a
cash flow waterfall, the senior secured bond's subordinated lien
on receivables, and the unfunded status of the debt service
reserve represent other credit weaknesses.

Rating Outlook

Homer City's stable outlook reflects improved market conditions
and its improved liquidity that should allow it to withstand
volatile market conditions through at least completion of its FGD.

What Could Change the Rating -- UP

Positive trends that could lead to an upgrade include the
completion of the FGD for Units 1 & 2, implementation of a
materially stronger energy hedging program, and the Project's
ability to sustain DSCR in excess of 1.3 times and FFO/Debt of 6%.

What Could Change the Rating -- DOWN

The rating could be downgraded if the Project does not complete
the FGD by April 2016 or if the Project materially depletes its
liquidity. The rating could also be negatively affected if GECC
substantially sells off its interest in the Project.

Homer City Generation is a special purpose company that owns a
1,884 MW coal-fired plant in Homer City, PA. Homer City Generation
is indirectly owned by General Electric and Metlife.

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


HUEY SHEN WU: Subject of Arrest Warrant Claims Discrimination
-------------------------------------------------------------
Law360 reported that the former W.L. Gore & Associates Inc.
scientist who is the subject of a rare Delaware Chancery Court
arrest warrant in a case accusing him of misappropriating trade
secrets surfaced in a filing in his personal bankruptcy, arguing
that he is a victim of racial discrimination.

According to the report, in a filing before the Delaware
bankruptcy court opposing a motion for summary judgment that money
owed W.L. Gore is not dischargeable, Huey Shen Wu said he can't
properly defend himself because of the Chancery Court order that
he be jailed until he surrenders his Taiwanese and U.S. passports,
and asked the bankruptcy court to rescind the warrant.

The bankruptcy case is In re: Wu, case number 1:13-bk-11111, in
the U.S. Bankruptcy Court for the District of Delaware.

The adversary case is W.L. Gore & Associates Inc. v. Wu, case
number 1:13-ap-51651, in the same venue.

The Chancery case is W.L. Gore & Associates Inc. v. Wu et al.,
case number 7946, in the Delaware Court of Chancery.


HUKKSTER INC: Marc Lore Buys Co.'s Remnants at Bankruptcy Auction
-----------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
a bankruptcy judge in Manhattan approved the sale of Hukkster
Inc.'s customer lists, website code and other remaining assets to
Marc Lore's Jet for $65,000.  According to the report, Jet
initially offered just $30,000 for Hukkster's remnants, but demand
at a recent auction drove up the price, Hukkster's trustee, Jil
Mazer-Marino, said.

The case is In re Hukkster Inc., 14-bk-12464, U.S. Bankruptcy
Court, Southern District of New York (Manhattan).


INDEX RECOVERY: U.S. Trustee Wants Plan Confirmation Withheld
-------------------------------------------------------------
The U.S. Trustee for Region 2 asks the Bankruptcy Court to
withhold the confirmation of the Plan of Reorganization proposed
by Index Recovery Company, LP, unless or until the Debtor complies
with Section 1930 of the Bankruptcy Code.

The Court approved the Disclosure statement on Oct. 29, 2014, and
scheduled the confirmation hearing for Dec. 2.

The U.S. Trustee submits that the Debtor is delinquent in filing
monthly operating reports.  At the present time, reports are due
for the months of September and October, 2014.

The U.S. Trustee also notes that at confirmation, the Debtor will
also be responsible for quarterly fees for the 4th quarter of
2014.  On the basis of the scheduled disbursements to creditors
and administrative claimants listed in the Plan, the U.S. Trustee
estimates that the amount due at Plan confirmation for U.S.
Trustee Quarterly Fees will be $20,325.

                           The Chapter 11 Plan

As reported in the Oct. 8, 2014 edition of the TCR, the Debtor,
intends for the Plan to go effective as promptly as possible
thereafter and to make an initial distribution to allowed
nonsubordinated unsecured creditors equal to 100% of their allowed
claims, and then to investors of not less than $15 million, which
is approximately 43% of the redemption claim for each investor.
The Fund will make an initial distribution as soon as possible
after the effective date of the Plan.

The Fund's General Partner may act as or appoint an independent
party to act as plan administrator who will liquidate the Fund's
remaining Assets to Cash and distribute that Cash to holders of
Allowed Claims.  The Fund's only material non-Cash Asset is its
interest in and claims against the SPhinX Group, which is in
liquidation in the Cayman Islands.

All non-subordinated creditors will be paid in full under the
Plan.  The Fund is aware of approximately $160,000 in undisputed,
non-subordinated unsecured claims and approximately $300,000 in
non-subordinated, unliquidated, contingent and/or disputed
unsecured claims.  The Fund is not aware of any priority claims.
After payment of or reservation of funds for nonsubordinated
claims, the holders of allowed subordinated unsecured claims will
receive a pro rata share of Cash available for distribution after
liquidation of the Assets.  The Assets are Cash and the Fund's
remaining claims against and interests in the SPhinX Group.

The Fund estimates that it will be able to make an initial
distribution or reservation of approximately $465,000 on account
of non-subordinated unsecured claims on the Effective Date, as
well as a distribution or reservation of approximately $15 million
of Cash on account of subordinated investor claims, also on the
Effective Date of the Plan.  The Fund estimates that the
subordinated, unsecured redemption claims held by investors equals
approximately $35 million.  Therefore, the Fund estimates that
investors will receive an initial distribution of approximately
43% of the value of their redemption claim (calculated as of
December 31, 2005).

Subsequent distributions will depend on the Fund's future
recoveries from the SphinX Group.  In November 2011, the joint
official liquidators (the "JOLs") of the SPhinX Group estimated
that investors such as the Fund should anticipate receiving total
distributions from the SPhinX Group of between 39% and 56%.  These
distributions are based upon a net claim that the Fund has against
SPhinX Group of $38,131,913.43.  It should be noted that these
estimates depend upon a number of assumptions made by the JOLs as
of November 2011.

The JOLs' recovery estimates predate the SPhinX Group making
substantial additional recoveries (and incurring substantial
additional costs) in the course of the SPhinX Group liquidation.
Additionally, the SPhinX Group is continuing to liquidate certain
of its assets, specifically claims against third party litigation
targets.  For purposes of this Disclosure Statement, the Fund uses
the JOLs' estimates from November 2011.  However, based upon the
recoveries made to date, it is possible that the Fund's percentage
recovery from the SPhinX Group may be materially higher than the
low-end estimate provided by the JOLs in November 2011.  Such
further distributions may be as much as $5 million to $9 million,
which would yield a total likely recovery on account of the Fund's
limited partners' redemption claims of 51% to 62%.

                    About Index Recovery Group

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


ISC8 INC: John Vong No Longer Serving as Chief Financial Officer
----------------------------------------------------------------
All positions within ISC8 Inc. held by Mr. John Vong, including
chief financial officer, were eliminated and Mr. Vong ceased to be
employed by the Company on Nov. 15, 2014, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.

Since the Petition Date, the Company disclosed that it has
borrowed money on a super priority priming basis in the aggregate
principal amount of $905,000 with interest at a rate of 12% per
annum.

                     Monthly Operating Report

The Company filed its monthly operating report for the period
ended Oct. 31, 2014.

ISC8 disclosed $196,074 in total cash at the beginning of the
month.  The Company reported total receipts of $442,317 and total
disbursements of $314,450.  At Oct. 31, 2014, the Company had
$323,941 ending cash balance.

The Company separately filed an amended operating report for the
period Sept. 24, 2014, to Sept. 30, 2014.

At the beginning of the period, the Company had $0 in cash.  The
Company disclosed total receipts of $235,140 and total
disbursements of  $39,065 for the period.  At Sept. 30, 2014, the
Company had $196,074 in cash.

Copies of the monthly operating reports are available at:

                       http://is.gd/TjU2xR
                       http://is.gd/nZEX6q

                          About ISC8 Inc.

ISC8 Inc. filed a Chapter 11 bankruptcy petition in the United
States Bankruptcy Court for the Central District of California,
Santa Ana division (Bankr. C.D. Cal. Case No. 14-15750) on
Sept. 23, 2014.  The petition was signed by Kirsten Bay as
president and CEO.

The Company continues to operate its business and manage its
financial affairs as a debtor-in-possession, pursuant to Sections
1107(a) and 1108 of the United States Bankruptcy Code.

The Debtor estimated assets of $1 million to $10 million and
reported total liabilities of $14 million.  Ezra Brutzkus Gubner
LLP serves as the Debtor's counsel.  The case is assigned to Judge
Scott C. Clarkson.


ITUS CORPORATION: Registers 30.2 Million Common Shares
------------------------------------------------------
ITUS Corporation filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement to register
30,268,415 shares of common stock consisting of:

   (i) the resale of 2,520,000 shares of common stock issued to
       Adaptive Capital in connection with the Debt Conversion as
       described in further detail in the prospectus;

  (ii) the resale of 18,498,943 shares of common stock underlying
       the Company's Series A Preferred Stock issued to Adaptive
       Capital in connection with the Debt Conversion; and

(iii) the resale of 9,249,472 shares of common stock issuable
       upon the exercise of Warrants which were issued to Adaptive
       Capital in the November Private Placement and previously
       registered on Registration Statement No. 333-193826, filed
       on Form S-3 and declared effective on May 8, 2014.

The Company will not receive any proceeds from the resale of any
of the shares of common stock being registered.  However, the
Company may receive proceeds from the exercise of the warrants
exercised other than pursuant to any applicable cashless exercise
provisions of the warrants.

The Company's common stock is quoted on the OTCQB under the symbol
"ITUS."  On Dec. 2, 2014, the last reported sale price of the
Company's common stock on the OTCQB was $0.15 per share.

A full-text copy of the Form S-1 prospectus is available at:

                        http://is.gd/p4aw1g
                       About ITUS Corporation

ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion.  The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.

CopyTele incurred a net loss of $10.08 million for the year ended
Oct. 31, 2013, a net loss of $4.25 million for the year ended
Oct. 31, 2012, and a net loss of $7.37 million for the year ended
Oct. 31, 2011.

CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.


JACKSONVILLE CARWASH: Case Summary & 6 Unsecured Creditors
----------------------------------------------------------
Debtor: Jacksonville Carwash, Inc.
           dba Diamond Car Wash & Lube
        11571 Beach Blvd.
        Jacksonville, FL 32246

Case No.: 14-05925

Chapter 11 Petition Date: December 9, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Jason A Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  118 West Adams Street, Ste. 900
                  Jacksonville, FL 32202
                  Tel: 904-354-5065
                  Email: jason@jasonaburgess.com

Total Assets: $713,164

Total Liabilities: $1.74 million

The petition was signed by Mustafa Aburadaha, president.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-05925.pdf


KINDRED HEALTHCARE: Moody's Confirms B1 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service confirmed the B1 Corporate Family Rating
and B1-PD Probability of Default Rating of Kindred Healthcare,
Inc. The confirmation of the ratings concludes the review of
Kindred's ratings that was initiated on October 9, 2014 when the
company announced that it had entered into a definitive agreement
to acquire Gentiva Health Services, Inc. for $1.8 billion. Moody's
also assigned a B2 rating to Kindred's proposed offering of an
aggregate $1.35 billion of senior unsecured notes. The proceeds of
the notes will be used, along with previously issued equity and a
draw on the company's revolver, to fund the acquisitions of
Gentiva and Centerre Healthcare Corporation.  Moody's also
upgraded the rating on Kindred's senior secured credit facilities
to reflect the benefit of additional unsecured debt that would be
expected to absorb losses in default ahead of the senior secured
creditors. Finally, the rating on the company's existing senior
notes was also upgraded, narrowing the notching between the
instrument rating and the Corporate Family Rating as the senior
unsecured class of debt now represents the preponderance of debt
in the capital structure. The rating outlook is stable.

"We believe that Kindred's efforts to maintain a moderate leverage
profile, including the significant amount of equity issued, will
allow a return to debt to EBITDA below 5.0 times within two years
following the acquisition of Gentiva. The realization of synergies
and the addition of a significant home health and hospice service
presence will result in declining leverage through a combination
of EBITDA growth and debt repayment," said Dean Diaz, a Moody's
Senior Vice President. "The confirmation of the B1 CFR also
reflects Moody's expectation that Kindred's enhanced scale and
presence across the post acute care continuum will provide
opportunities for meaningful synergies and enhanced marketing
opportunities to patient referral sources," continued Diaz.

Following is a summary of Moody's rating actions on Kindred
Healthcare, Inc.

Ratings confirmed:

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

Ratings assigned:

  Senior unsecured notes at B2 (LGD 5)

Ratings upgraded:

  Senior secured term loan to Ba2 (LGD 2) from B1 (LGD 3)

  Senior unsecured notes to B2 (LGD 5) from B3 (LGD 5)

Rating affirmed:

  Speculative Grade Liquidity Rating at SGL-2

The rating outlook is stable.

Ratings Rationale

Kindred's B1 CFR reflects Moody's expectation that financial
leverage will increase immediately following the acquisition of
Gentiva but be reduced to below 5.0 times within two years of the
close of the transaction. The rating also incorporates Moody's
consideration of risks associated with a high reliance on the
Medicare program as a source of revenue and the expectation that
the company will pursue acquisitions to fill out service line
offerings in certain targeted markets. However, the rating also
reflects the scale as one of the largest post acute care service
providers by revenue and sites of service as well as the diversity
of the company following the acquisition with a significant
presence across the post acute care continuum. These factors
strengthen the company's market position and decrease the impact
on operating results and cash flow from potential negative
developments in reimbursement in any one of the company's
segments.

The stable rating outlook reflects Moody's expectation that
Kindred can effectively integrate Gentiva and Centerre. The
outlook also reflects Moody's expectation that Kindred will
refrain from any other meaningful debt financed acquisitions or
shareholder initiatives until debt to EBITDA is reduced to below
5.0 times.

The SGL-2 Speculative Grade Liquidity Rating reflects Moody's
expectation that Kindred will maintain good liquidity following
the acquisition of Gentiva. Moody's expects operating cash flow
will be sufficient to fund working capital, capital spending and
other needs, including Kindred's regular dividend. While a portion
of the revolver will be used to fund the acquisition, Moody's
anticipates that the company will maintain sufficient access to
external sources of liquidity and remain in compliance with
required covenant levels over the next 12 to 18 months.

Given the high leverage of the company immediately following the
acquisition and the need to integrate Gentiva, an upgrade of the
rating is unlikely in the near term. However, the rating could be
upgraded if debt to EBITDA is expected to be reduced and sustained
below 4.5 times as a result of continued growth, operational
improvements and/or debt repayment.

If the company is unable to reduce and sustain adjusted debt to
EBITDA below 5.0 times or liquidity deteriorates, the rating could
be downgraded. This could result if the company experiences any
disruption in operations while integrating Gentiva and Centerre.
This could also result from negative developments in Medicare
reimbursement in any of the company's various subsectors.

The principal methodology used in these ratings was Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Kindred Healthcare, Inc. is a leading provider of long term acute
care, inpatient rehabilitation, home care, and hospice services.
Revenues for the twelve months ended September 30, 2014 were
approximately $5.1 billion. Following the acquisitions of Gentiva
Healthcare, Inc. and Centerre Healthcare Corporation, revenue will
exceed $7.2 billion.


KINDRED HEALTHCARE: S&P Affirms 'B+' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Kindred Healthcare Inc.  The outlook is stable.

At the same time, S&P assigned a 'B-' issue-level rating to the
proposed $1.35 billion senior unsecured notes, to be issued in
multiple tranches.  The recovery rating on this debt is '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
for unsecured lenders in the event of a payment default.  S&P's
'B-' issue-level rating and '6' recovery rating on the company's
existing senior unsecured notes are unchanged.  The company will
use proceeds of these unsecured notes to fund the acquisition of
Gentiva for $1.8 billion and Centerre Healthcare Corp. for $195
million.

S&P also placed the 'B+' issue-level rating on the company's
secured term loan on CreditWatch with positive implications.

"The acquisition of Gentiva incrementally strengthens Kindred's
scale, product diversity, market position, and competitive
advantage, as Kindred now offers services across the full
continuum of post-acute care," said Standard & Poor's credit
analyst David Kaplan.  Kindred's scale and diverse presence in
several business lines is a material strength relative to other
post-acute service providers that S&P rates.  Business risk
however remains constrained by the company's significant exposure
to reimbursement risk from government payers across post-acute
service lines, which is increasing incrementally with this
transaction.  The business risk assessment for Kindred is
unchanged at "weak".

S&P estimates pro forma adjusted net leverage for 2015 will
increase to about 5.6x, compared with last-12-months leverage of
4.6x as of Sept. 30, 2014, and S&P assess the financial risk
profile as "aggressive".

The financial risk assessment reflects S&P's expectation that 2015
adjusted leverage, which is high for the assessment at over 5x,
will decline to around 5.1x for 2016, and generally remain in the
4x to 5x range over time.  This is supported by management's
commitment to deleveraging, the issuance of substantial equity to
fund this transaction (including mandatory convertible securities
that have certain equity-like characteristics), and a historical
track record of maintaining leverage below 5x.

The business risk is characterized by substantial scale (with 2014
revenues for the combined company of about $7.2 billion) and good
diversification across the continuum of post-acute care services.
Pro forma for the acquisition, the company's business lines will
include long-term acute care hospitals (33% of revenues), nursing
homes (15%), inpatient rehabilitation hospitals (8%), contract
rehabilitation services (14%), home health (18%), and hospice
services (10%).  Pro forma for the acquisition S&P estimates
government reimbursement will account for around 60% of total
revenues, compared to 50% for Kindred prior to the acquisition.

S&P's stable outlook incorporates its expectation that the company
will gradually reduce debt leverage over the next two years and
that the company will navigate through reimbursement changes with
only modest revenue and margin pressure.

S&P could lower its rating if the trajectory of deleveraging
slows, leading S&P to conclude that leverage will be sustained
materially above 5x beyond 2016, or if Kindred stops generating
free cash flow.  This could occur if adjusted EBITDA margins fall
about 100 basis points below S&P's expectation.  S&P believes a
number of factors could contribute to such a scenario, including a
combination of weak patient volume, a cut in third-party payments,
and/or a spike in operating costs.

Although S&P don't expect to raise the rating in the next two
years, it could do so if Kindred reduces debt leverage below 4x
and S&P believed it would remain there.  This would require that
reimbursement headwinds subside and adjusted EBITDA increase by
about 40% from 2015 levels.


LAKELAND INDUSTRIES: Unit Amends Existing HSBC Facility
-------------------------------------------------------
Lakeland Industries Europe, Ltd., a wholly-owned subsidiary of
Lakeland Industries, Inc., amended the terms of its existing
financing facility with HSBC Invoice Finance (UK) Ltd. on Dec. 3,
2014.  The Loan Amendment provides for:

   (i) a one-year extension of the maturity date of the existing
       financing facility to Dec. 3, 2015;

  (ii) an increase in the facility limit from GBP1,250,000
      (approximately USD $2.0 million) to GBP1,500,000
      (approximately USD $2,350,000); and

(iii) a decrease in the annual interest rate margin from 3.46% to
       3.0%.

In addition, pursuant to a letter agreement, dated Dec. 5, 2014,
the Company agreed that GBP400,000 (approximately USD $623,000) of
the note payable by the Borrower to the Company will be
subordinated in priority of payment to the Borrower's obligations
under the financing facility.

                     About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, as compared with a
net loss of $376,825 on $96.3 million of sales for the year ended
Jan. 31, 2012.

The Company's balance sheet at July 31, 2014, showed
$87.9 million in total assets, $40.9 million in total liabilities
and $46.9 million in total stockholders' equity.

In its report on the consolidated financial statements for the
year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham,
Alabama, expressed substantial doubt about Lakeland Industries'
ability to continue as a going concern.  The independent
accounting firm that Company is in default on certain covenants of
its loan agreements at Jan. 31, 2013.


LEHMAN BROTHERS: Judge Won't Issue Quick Estimate on RMBS Claims
----------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that U.S. Bankruptcy Judge Shelley Chapman in New York refused to
estimate mortgage claims at $12.14 billion against Lehman
Brothers, a blow to the financial institutions that hold those
claims.  However, Judge Chapman's decision isn't fatal for the
trustees representing those institutions, which include units of
U.S. Bancorp, Wilmington Trust and Deutsche Bank AG, the Journal
said.

The trustees are instead trying another route: getting Judge
Chapman to increase the amount of money set aside for their claims
to $12.14 billion, more than double the $5 billion that has
already been set aside, the report related.

                      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.


LIBERTY TOWERS: Sec. 341 Meeting Adjourned to Dec. 8
----------------------------------------------------
The Sec. 341 meeting of creditors in the bankruptcy case of
Liberty Towers Realty LLC was adjourned to Dec. 8, 2014.  It was
supposed to be held before the U.S. Trustee Marylou Martin at 271-
C Cadman Plaza East, Rm. 2579-2nd Floor, Brooklyn, New York 11201-
1800.

                  About Liberty Towers

Liberty Towers Realty LLC sought bankruptcy protection in
Brooklyn, New York (Bankr. E.D.N.Y. Case No. 14-45187) on Oct. 15,
2014, just three years after the dismissal of its previous Chapter
11 case.  The petition was signed by Toby Luria as member.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Carlebach Law Group serves as the Debtor's counsel.

Liberty Towers' case was initially assigned to Judge Carla E.
Craig but has been reassigned to Judge Elizabeth S. Stong due to
Liberty's previous bankruptcy case (Case 11-42589).  The previous
case was dismissed July 27, 2011.

Related entity Liberty Towers Realty I, LLC, also sought
bankruptcy protection (Case No. 14-45189) on Oct. 15.


LOUIS J DOMIANO: Dismissal of Suits Against Penn Bank Affirmed
--------------------------------------------------------------
The Superior Court of Pennsylvania affirmed the dismissal of
complaints filed by Louis J. and Debra Domiano against Penn
Security Bank.

The case is a consolidated appeal by the Domianos from orders
sustaining demurrers and dismissing their complaints in two breach
of contract/quasi-contract actions that were filed in actions
instituted in two different counties.  The actions are identical
except for the real estate collateral located in the respective
counties.

The Domianos were "debtors" in a Chapter 11 bankruptcy proceeding
filed in the United States Bankruptcy Court for the Middle
District of Pennsylvania.  On June 15, 2010, the Bankruptcy Court
approved a settlement agreement between the Domianos and the Bank,
successor by merger to Old Forge Bank.  By its terms, the
settlement agreement imposed several conditions upon the Domianos
before any performance would be required of the Bank.  The
Domianos were to provide a written commitment of financing
sufficient to satisfy the remainder of their obligation to the
Bank within 60 days of the date of the settlement agreement.  In
addition, within 120 days, the Domianos were obligated to pay
$145,000 to the Bank.

The Domianos filed the instant complaints in contract and quasi-
contract against the Bank for breach of the settlement agreement.
They alleged that they complied with "all material aspects of the
agreement and delivered a mortgage commitment letter to the
Defendant."

The trial court in Monroe County subsequently sustained the Bank's
demurrer and dismissed the Domianos' complaint.  The Lackawanna
County court sustained the demurrer, concluding that the claims,
causes of action, and identities of the parties and their
capacities were identical to those in the Monroe County action,
and that the prior decision constituted res judicata.

The judges in the Superior Court opined that they find no error or
abuse of discretion on the part of the Monroe County trial court
in sustaining the demurrer and dismissing the complaint with
prejudice.  The Domianos do not challenge on appeal the res
judicata effect afforded that decision by the Lackawanna Court of
Common Pleas in the action pending before it, and hence, the
Superior Court affirms that order as well.

The appellate cases are Domiano v. Penn Security Bank, Case Nos.
628 EDA 2013 and 643 MDA 2013, in the Superior Court of
Pennsylvania.

A full-text copy of the November 24, 2014 Decision is available at
http://bit.ly/1s3ROdVfrom Leagle.com.

Louis J. Domiano, Jr., and his wife, Debra Domiano, a/k/a, Ann D.
Domiano, commenced Chapter 11 proceedings (Bankr. M.D. Pa. Case
No. 08-51563) on June 2, 2008.


MARION ENERGY: TCS and Castlelake Seek Dismissal of Case
--------------------------------------------------------
TCS II Funding Solutions, LLC, and Castlelake, L.P., ask the
Bankruptcy Court to dismiss the Chapter 11 case of Marion Energy,
Inc., because the filing is in bad faith.  In the alternative, TCS
requests that the Court grant it relief from the automatic stay
pursuant to Section 362(d) of the Bankruptcy Code to enforce all
of its rights and remedies against Marion.

Mark Hindley, Esq., of Stoel Rivers LLP, representing TCS, states
that the Bankruptcy Court should dismiss this case as a "bad
faith" bankruptcy filing for two reasons:

  (i) the case satisfies all applicable elements of the
controlling Tenth Circuit test for a bad faith bankruptcy filing;
and

(ii) the filing and Marion's DIP Financing Motion abuse the
bankruptcy process by promulgating what is effectively a sub rosa
plan to force TCS to bear a speculative risk for the benefit of
Marion's owners, a risk that its largest shareholder is unwilling
to take.

According to Mr. Hindley, these same circumstances constitute
cause for the Bankruptcy Court to grant TCS relief from stay if
for any reason the case is not dismissed.

TCS's attorneys can be reached at:

         STOEL RIVES LLP
         Mark E. Hindley, Esq.
         Bria L. Mertens, Esq.
         Suite 1100, One Utah Center
         201 South Main Street
         Salt Lake City, Utah 84111
         Tel: (801) 328-3131
         Fax: (801) 578-6999
         E-mail: mark.hindley@stoel.com
                 bria.mertens@stoel.com

                     Objections to Dismissal

The Debtor says it filed the case in good faith and dismissal
should be denied.  Marion Energy Limited (MEL), the Debtor's
shareholder and largest creditor, also opposes dismissal.

J. Thomas Beckett, Esq., of Parsons Behle & Latimer, representing
the Debtors, notes that TCS tries to paint the Debtor's petition
for relief as a bad faith filing under prevailing Tenth Circuit
law.  This Chapter 11 case is it like any of the cases that TCS
cites as examples of bad faith.  Mr. Beckett notes that the Debtor
has ongoing business operations, employees, multiple assets, a
significant going-concern value to preserve, and a demonstrably
legitimate need for the "breathing space" of chapter 11
protections.  There is no allegation of prepetition fraud,
fraudulent transfers, or multiple court forum shopping, he points
out.

Mr. Beckett submits that TCS is also way off mark when it argues
that the Debtor is pursuing a sub rosa plan.  The Debtor notes
that all it as done so far is file a petition for relief and a
motion authorizing DIP financing.  The Debtor, according to Mr.
Beckett, has certainly done nothing to predetermine any terms of
any sale, refinance, treatment of claims, restructuring, or plan
confirmation.

As the creditor holding what is by far the largest claim against
the Debtor, in excess of $134 million according to the Debtor's
bankruptcy schedules, MEL says dismissal of the bankruptcy case or
relief from stay in favor of TSC at this early stage would be
highly detrimental to MEL and its interests and would not be in
the best interest of the Debtor's creditors generally.

                        About Marion Energy

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

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

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


MARION ENERGY: Replies to TCS' Objection to DIP Financing
---------------------------------------------------------
Marion Energy Inc. has filed a reply to the objection of TCS II
Funding Solutions, LLC and Castlelake, L.P., to its request to
access DIP Financing.

The Debtor states that it has met its burden under section 364(d)
for the Court to approve the DIP Loan.  The Debtor, given its
assets and the time constraints, is demonstrably unable to obtain
credit from another lender on more favorable terms.  TCS is
adequately protected by an equity cushion of more than $100
million, a fact that TCS stipulated to at the November 5, 2014
hearing.

The Debtor is seeking approval from the U.S. Bankruptcy Court for
the District of Utah to obtain debtor-in-possession financing of
up to $4,200,000 from KM Custodians Pty Ltd.  The Debtor says the
DIP Loan is necessary to enable the Debtor to continue operations
and to administer and preserve the value of its estate as a going
concern.  In general terms, the proceeds of the DIP Loan are to be
used as follows: (i) to pay fees, costs and expenses of the DIP
Lender, including payment of Lender's reasonable attorney's fees
and other out of pocket expenses; (ii) to pay postpetition
operating expenses of the Debtor incurred in the ordinary course
of business; (iii) to pay costs and expenses of administration of
the chapter 11 case, including payment of approved professional
fees, including attorney fees; and (iv) to pay other amounts as
specified in the budget.

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

                       About Marion Energy

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

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

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


MEDIACOM BROADBAND: S&P Retains 'BB' CCR Over $40MM Debt Add-On
---------------------------------------------------------------
Standard & Poor's Ratings Services announced that all of its
ratings on Mediacom group are unaffected by the $40 million add-on
to the existing $216 million senior secured revolving credit
facility due 2019 at Mediacom Broadband Group.  The issue level
rating on the revolver remains 'BB' while the recovery rating
remains '2', indicating S&P's expectation for substantial (70% to
90%) recovery for lenders in the event of payment default.

Borrowers under the revolving credit facility include subsidiaries
of Mediacom Broadband LLC, a subsidiary of Mediacom Park, N.Y.-
based cable-TV operator Mediacom Communications Corp.  All other
ratings on Mediacom, including the 'BB-' corporate credit rating
on parent Mediacom Communications Corp., are unaffected.

RATING LIST

RATINGS UNCHANGED

Mediacom Communications Corp.
Corporate Credit Rating             BB-/Stable/--

MCC Iowa LLC
MCC Illinois LLC
MCC Georgia LLC
MCC Missouri LLC
$256 mil. revolver due 2019
Senior Secured                      BB
  Recovery Rating                    2


MEGA RV: Exclusive Period Hearing Moved to January 12
-----------------------------------------------------
MEGA RV Corp., dba McMahon's RV, and Official Committee of
Unsecured Creditors agreed to continue the hearing to consider the
Debtor's request to extend its exclusive periods to file a Chapter
11 plan and solicit acceptances of that plan on Jan. 12, 2015, at
2:00 p.m., at Courtroom 6C, 411 West Fourth Street in Santa Ana,
California.

As reported in the Troubled Company Reporter on Oct. 28, 2014,
the Debtor requested that the Court extend its exclusive period to
file a plan of reorganization until Jan. 11, 2015, and the period
to solicit acceptances for that plan until March 12.

In seeking the extension, the Debtor explains that it is marketing
its assets for sale, while simultaneously conducting settlement
negotiations with its secured lender, GE Distribution Finance
Corporation.  The Debtor and GE were set for mediation on Oct. 13
to 14, 2014 before Judge Goldberg (ret.).  The Debtor said it was
hopeful the mediation would result in a settlement.  However, if
the mediation is not successful, the Debtor said it is preparing
to litigate its claims against GE in an adversary proceeding
before the Court or other forum.

Until the contingencies are resolved, the Debtor is unable to
propose a plan of liquidation at this time.

                        About Mega RV Corp.

Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 14-13770) on June 15, 2014.  Brent McMahon signed
the petition as president.  The Debtor estimated assets and
liabilities of at least $10 million.  Goe & Forsythe, LLP, serves
as the Debtor's counsel.  Judge Mark S Wallace presides over the
case.

The U.S. Trustee for Region 16 on July 3 appointed three creditors
of Mega RV Corp. to serve on the official committee of unsecured
creditors.  Greenberg Glusker Fields Claman & Machtinger LLP
represents the Committee as its general bankruptcy counsel.

The Debtor estimated both assets and liabilities between
$10 million and $50 million.


MEGA RV: Seeks to Employ John Belcher as Litigation Counsel
-----------------------------------------------------------
MEGA RV Corp., dba McMahon's RV, asks the Hon. Mark Wallace of the
U.S. Bankruptcy Court for the Central District of California for
authority to employ Law Offices of John A. Belcher as its special
litigation counsel to prosecute the New Motor Vehicle Board
Appeals and the Roadtrek State Court Action but not the Mike
Thompson Recreational Vehicles State Court Action.

According to the Debtor, prior to filing for bankruptcy, with the
firm acting as counsel, Debtor was litigating multiple actions
which are currently pending.

   a) Roadtrek Motorhomes, Inc. v. New Motor Vehicle Board, et
      al., (consolidated appeal and cross-appeal); California
      Court of Appeal Nos. G049534 and G049781; (appeal from
      Orange County Superior Court Case No. 30-2013-00624042-CU-
      PT-CJC) (NMVB Appeals);

   b) Mega RV Corp., v. Mike Thompson Recreational Vehicles; Los
      Angeles Superior Court Case No. BC470674 (MTRV State Court
      Action); and

   c) Roadtrek Motorhomes, Inc. v. Mega RV; Orange County Superior
      Court Case No. CV 09-9466 JAK (MLGx) (Roadtrek State Court
      Action).

According to the Debtor, the pending actions arise out of the
loss of Mega RV's exclusive franchise agreement with Roadtrek
Motorhomes Inc.  Mega RV was an exclusive dealer for the
motorhomes manufactured by Roadtrek.  Mega RV's exclusive
territory covered essentially all of the greater Los Angeles area.
Roadtrek, however, purported to terminate its exclusive franchise
with Mega RV.  Roadtrek purported to grant a franchise to Mega
RV's competitor, Mike Thompson Recreational Vehicles which
operated within Mega RV's exclusive territory.  Concurrently with
the proceedings before the NMVB, Roadtrek filed the Roadtrek
State Court Action.  Mega RV filed a Counterclaim, the Debtor
notes.

The Debtor relates that, based on the complex issues and to
maximize recovery, it has determined it beneficial to the
bankruptcy estate to retain special counsel to prosecute the three
pending actions.

The Debtor says the NMVB Appeals -- consolidated actions -- will
be handled by the firm for a fixed sum of $25,000, plus costs.
This fee will be paid to the firm only in the event of any
recovery of cash or other compensation in the Roadtrek State Court
Action.  If there is no recovery from the Roadtrek State Court
Action, the $25,000 plus costs does not have to be paid by Mega RV
or the estate.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About Mega RV Corp.

Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 14-13770) on June 15, 2014.  Brent McMahon signed
the petition as president.  The Debtor estimated assets and
liabilities of at least $10 million.  Goe & Forsythe, LLP, serves
as the Debtor's counsel.  Judge Mark S Wallace presides over the
case.

The U.S. Trustee for Region 16 on July 3 appointed three creditors
of Mega RV Corp. to serve on the official committee of unsecured
creditors.  Greenberg Glusker Fields Claman & Machtinger LLP
represents the Committee as its general bankruptcy counsel.

The Debtor estimated both assets and liabilities between
$10 million and $50 million.


MIG LLC: Wins Court Okay to Hire Evercore as Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
MIG LLC and its debtor-affiliates to employ Evercore Group LLC
their as their investment banker and financial advisor.

The firm will:

    i) review and analyze the Debtors' business, operations and
       financial projections;

   ii) advise and assist the Debtors in a restructuring, financing
       and sale, if the Debtors determine to undertake such a
       transaction;

  iii) provide financial advice in developing and implementing a
       restructuring, which would include:

       a) assisting the Debtors in developing a restructuring
          plan, including a chapter 11 plan of reorganization;

       b) advising the Debtors on tactics and strategies for
          negotiating with various stakeholders regarding the
          plan;

       c) providing testimony, as necessary, with respect to
          matters on which Evercore has been engaged to advise the
          Debtors in their Chapter 11 Cases; and

       d) providing the Debtors with other financial restructuring
          advice as Evercore and the Debtors may deem appropriate.

   iv) if the Debtors pursue a Financing, assist the Debtors in:

       a) structuring and effecting a Financing;

       b) identifying potential investors and, at the Debtors'
          request, contacting such investors; and,

       c) working with the Debtors in negotiating with potential
          investors.

    v) if the Debtors pursue a sale, assist the Debtors in:

       a) structuring and effecting a Sale;

       b) identifying interested parties and potential acquirors
          and, at the Debtors' request, contacting such interested
          parties and potential acquirors; and,

       c) advising the Debtors in connection with negotiations
          with potential interested parties and acquirors and
          aiding in the consummation of a Sale.

The firm will be paid in this manner:

   a) Retainer: An initial retainer in the amount of $2,000,000,
      payable on the execution and approval of the application by
      the Court; provided that the retainer will be creditable,
      without duplication and only to the extent previously paid
      (i) first, against any Monthly Fee and any Expenses payable
      under the Engagement letter, and (ii) second, if any portion
      of the Retainer is not credited under clause (i) above,
      against any Transaction Fee and/or Financing Fee payable
      under the Engagement Letter.  Following the conclusion
      of Evercore's engagement, any portion of the Retainer that
      has not been credited as provided in clauses (i) and (ii)
      above, Evercore shall promptly remit such portion to the
      Debtors.

   b) Monthly Fee: A monthly fee payable in advance on October 1,
      2014 and on each subsequent monthly anniversary thereof as
      follows: (i) $175,000 for each of the first six months
      beginning October 1, 2014, (ii) $145,000 for each of the
      seventh through twelfth months thereafter, and (iii)
      $115,000 for each month thereafter.

   c) Transaction Fee: A fee, payable upon the consummation of any
      Restructuring or Sale, of $1,000,000 plus 3.0% of the Net
      Distributable Value in excess of $125 million.

   d) Financing Fee: If Evercore is requested to provide services
      related to any Financing, then Evercore shall be entitled to
      an additional fee as agreed upon by Evercore, the Debtors,
      and the Indenture Trustee, such fee to be commensurate with
      the fees paid to nationally recognized financial advisors
      for similar transactions in similar circumstances, which fee
      shall be embodied in a separate written document executed by
      the parties to the Engagement Letter.

   e) Expenses: In addition to any fees that may be payable to
      Evercore and, regardless of whether any transaction occurs,
      the Debtors shall promptly reimburse to Evercore (a) all
      reasonable expenses and (b) other documented reasonable
      fees and expenses, including expenses of counsel.

   f) Other Fees: If Evercore provides services to the Debtors for
      which a fee is not provided in the Engagement Letter, such
      services shall, except insofar as they are the subject of a
      separate agreement, be treated as falling within the scope
      of the Engagement Letter and, subject to Bankruptcy
      Court approval, the Debtors, in consultation with the
      Indenture Trustee, and Evercore will agree upon a fee for
      such services based upon good faith negotiations.

   g) Multiple Fees: If more than one fee becomes payable to
      Evercore in connection with a series of transactions, each
      such fee shall be paid to Evercore.

   h) Carve-Out: The Indenture Trustee, in its capacity as
      indenture trustee and collateral agent, at the direction of
      holders of a majority in aggregate principal amount of the
      Notes, agreed that, if the Debtors are for any reason unable
      to, or do not, pay any amounts due to Evercore, there shall
      be a "carve-out" from the collateral securing the Notes, in
      favor of Evercore, sufficient and in order to pay such fees,
      which fees shall be paid pari passu with the Trustee and
      Agents as described in the indenture and before payment of
      any amounts due on the Notes; provided, however, and for the
      avoidance of doubt, the Indenture Trustee in its individual
      capacity shall have no obligations to pay any of Evercore's
      fees and expenses.

Stephen Goldstein, senior managing director of the firm, assured
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                        About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s.  In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses.  By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.

MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014.  The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd.  The
cases are assigned to Judge Kevin Gross.  MIG LLC disclosed
$15,939,125 in assets and $253,713,467 in liabilities.

Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia.  Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118).  It obtained approval of its
reorganization plan in November 2010.

The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP as conflicts counsel; and Prime Clerk LLC as claims and notice
agent and administrative advisor.  The Debtors have retained
Natalia Alexeeva as chief restructuring officer.

A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of
Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon.


MONTREAL MAINE: Plan Moratorium Period Extended to Jan. 12
----------------------------------------------------------
The Hon. Louis H. Kornreich extended the "plan moratorium period"
in Montreal, Maine & Atlantic Railway Ltd.'s Chapter 11 case until
(a) Jan. 12, 2015; (b) 10 days after the trustee's filing of a
notice of termination of the plan moratorium period; or (c) 30
days after the service of a notice of termination of the
moratorium period in the case.

Robert J. Keach, the trustee for the Debtor, said that on Sept.
23, 2014, he filed with the Court his Chapter 11 trustee's Report
on CCAA Proceedings to alert the Court to recent filings in the
Canadian Case.  Among those filings is the motion for ninth order
extending the stay period in which MMA Canada seeks an extension
of stay period to Nov. 30, 2014.

The Canadian Court granted the motion to extend stay period on
Sept. 24, 2014, providing an extension until Nov. 24, 2014, to
permit the filing of a plan in the Canadian Case.

Given the importance of ensuring that the case and the Canadian
Case proceed on similar tracks, the Trustee believes it is
advisable that the U.S. Court extend the moratorium period to
correspond with the extension of the Canadian Stay.

                       About Montreal Maine

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

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

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

Justice Martin Castonguay oversees the case in Canada.

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

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

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

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

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

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

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

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

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

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


NATIONAL CINEMEDIA: JPMorgan Stake at 1.2% as of Nov. 28
--------------------------------------------------------
JPMorgan Chase & Co. disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that as of Nov. 28, 2014,
it beneficially owned 730,767 shares of common stock of National
Cinemedia, Inc., representing 1.2 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/FlsWZO

                     About National CineMedia

National CineMedia, Inc., is the holding company of National
CineMedia, LLC.  NCM LLC operates the largest digital in-theatre
network in North America, allowing NCM to distribute advertising,
Fathom entertainment programming events and corporate events under
long-term exhibitor services agreements with American Multi-Cinema
Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal
Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment
Group; and Cinemark USA, Inc., a wholly owned subsidiary of
Cinemark Holdings, Inc.  NCM LLC also provides such services to
certain third-party theater circuits under "network affiliate"
agreements, which expire at various dates.

As of October 1, 2009, the Company had $607,800,000 in total
assets against $1,112,300,000 in total liabilities.

                            *    *    *

As reported by the TCR on March 24, 2011, Standard & Poor's
Ratings Services raised its corporate credit ratings on
Centennial, Colorado-based National CineMedia Inc. and
operating subsidiary National CineMedia LLC (which S&P analyzes on
a consolidated basis) to 'BB-' from 'B+'.  "The 'BB-' corporate
credit rating reflects S&P's expectation that NCM's EBITDA growth
will enable the company to continue to de-lever over the
intermediate term despite its aggressive dividend policy," said
Standard & Poor's credit analyst Jeanne Shoesmith.


NEW YORK CITY OPERA: Exclusive Filing Date Extended to Feb. 27
--------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Sean H. Lane in New
York extended the period of exclusivity for New York City Opera to
manage its bankruptcy until Feb. 27.

According to the report, Judge Lane also said the City Opera's
assets, including its potentially valuable name, will be subject
to a public auction and ordered the debtor to file a motion
detailing sale procedures by Dec. 18.

As previously reported by The Troubled Company Reporter, citing
Jennifer Smith and Sara Randazzo, writing for The Wall Street
Journal, a group of investors is proposing to pay slightly more
than $500,000 for the shuttered opera company's name as well as
some other assets and liabilities.  According to the report,
citing Gerard Catalanello, an attorney for the group, the
investors would pay $10,000, settle $500,000 in debts and assume
some liabilities.

                     About New York City Opera

New York City Opera, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013.  Created 70
years ago, the company was once dubbed "the people's opera"
by Mayor Fiorello LaGuardia, and was a breeding ground for young
talent that included Beverly Sills and Placido Domingo.

The Opera estimated between $1 million and $10 million in both
assets and debt.

The petition was signed by George Steel, general manager and
artistic director.  Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, serves as the opera's counsel.  Ewenstein Young & Roth LLP
serves as special counsel.


NORBORD INC: Moody's Puts Ba2 CFR on Review for Downgrade
---------------------------------------------------------
Moody's Investors Service placed the Ba2 corporate family rating
(CFR), Ba2-PD probability of default rating (PDR) and the Ba2
senior secured notes of Norbord Inc.'s under review for possible
downgrade. The review has been precipitated by the company's
announcement that it has signed an agreement to merge with
Ainsworth Lumber Co. Ltd (B1) in an all-share deal, which will
initially weaken both leverage and interest coverage credit
metrics. Norbord is the third largest and Ainsworth is the fifth
largest oriented strandboard (OSB) producer in North America.

On Review for Downgrade:

Issuer: Norbord GP I

  Senior Secured Regular Bond/Debenture, Placed on Review for
  Downgrade, currently Ba2

Issuer: Norbord Inc.

  Probability of Default Rating, Placed on Review for Downgrade,
  currently Ba2-PD

  Corporate Family Rating, Placed on Review for Downgrade,
  currently Ba2

  Senior Secured Regular Bond/Debenture, Placed on Review for
  Downgrade, currently Ba2

Outlook Actions:

Issuer: Norbord GP I

  Outlook, Changed To Rating Under Review From Stable

Issuer: Norbord Inc.

  Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

Moody's review will focus on the anticipated operating and
financial performance of Norbord, Ainsworth and the combined
company, and will assess the size, pace and allocations of
realizable cost synergies. Post-closing credit metrics will take
into consideration the impact of Ainsworth's debt (CND$351 million
as September 30, 2014), including the potential impact of any debt
that may need to be refinanced. The review will also assess the
integration process, liquidity and the ability to move funds
between the two companies. Moody's review will also consider the
pace of industry OSB supply growth and the recovery in the US
housing market.

The acquisition is expected to close in the first quarter of 2015
and is subject to shareholder approval and other customary closing
conditions.

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 Toronto, Canada, Norbord is an international
producer of panel boards, principally OSB. The company owns nine
OSB facilities in North America, three plants in the U.K.
(producing OSB, particle board and medium density fiberboard ) and
one facility in Belgium (producing OSB).

Ainsworth, headquartered in Vancouver, British Columbia, Canada,
is a manufacturer and supplier of OSB. The company owns and
operates four OSB manufacturing facilities in Canada.


OASIS OUTSOURCING: S&P Assigns 'B' CCR Over Stone Point Deal
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to West Palm Beach, Fla.-based Oasis Outsourcing
Holdings Inc.  The outlook is stable.

At the same time, S&P assigned an issue-level rating of 'B' (the
same level as the corporate credit rating) to Oasis' new $50
million senior secured revolving credit facility and $160 million
senior secured first-lien term loan.  The recovery rating is '3',
reflecting S&P's expectation of meaningful (50%-70%) recovery for
lenders in case of a payment default.

S&P also assigned its 'CCC+' issue-level rating (two notches lower
than the corporate credit rating) to the company's new $60 million
senior secured second-lien term loan.  The recovery rating on this
term loan is '6', reflecting S&P's expectation of negligible (0-
10%) recovery for lenders in the case of a payment default.

S&P's ratings on Oasis reflect its view that the company has a
significant debt burden, aggressive financial policy, and narrow
business focus in the highly competitive and fragmented HR
outsourcing services industry.  Pro forma for the transaction,
leverage will be around 6x.

The stable outlook reflects Standard & Poor's expectation that
Oasis' credit ratios will improve modestly in 2015, as the company
benefits from growth in its existing client base and leverages the
increasing complexity of HR regulations (i.e., the Affordable Care
Act) to win new clients in a highly underpenetrated industry.  S&P
expects leverage to reduce to the mid-5x range by the end of 2015
and liquidity to remain "adequate."


PILGRIM'S PRIDE: S&P Affirms 'BB' CCR & Alters Outlook to Pos.
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Pilgrim's Pride Corp. (PPC), including the corporate credit rating
of 'BB', and revised the outlook to positive from stable.

S&P also affirmed the issue and recovery ratings on the company's
senior secured $700 million revolving credit facility due 2018 and
senior unsecured $500 million 7.875% notes due 2018.  S&P will
withdraw the ratings on the senior unsecured notes if they are
redeemed as anticipated by Dec. 15, 2014.

S&P estimates PPC may still have nominal reported debt outstanding
after it redeems its notes.

"The outlook revision to positive reflects our belief that ongoing
operating cost reductions and improved pricing practices have
reduced the company's earnings volatility, which should allow it
to perform better during weaker earnings cycles," said Standard &
Poor's credit analyst Chris Johnson.  "We believe the company will
sustain its improved EBITDA into 2015 given the still favorable
outlook for the U.S. poultry industry, which is benefiting from a
combination of low feed costs, a low risk of overproduction in the
near term, and higher aggregate beef and pork prices that support
demand substitution to poultry offerings."

The positive outlook reflects the possibility of a higher rating
if PPC sustains its improved operating performances and the
ratings on parent company JBS S.A. are raised.  This could occur
if PPC maintains an EBTIDA margin of more than 10% over the next
12 to 18 months while it maintains a debt to EBITDA ratio below 3x
and funds from operations to debt of more than 30%.  In addition,
the company's current "strategically important" subsidiary status
of JBS remains unchanged, and JBS' strong operating and free cash
flow generation continues while it assumes a more conservative
approach to debt-financed acquisitions.


PINNACLE FOODS: S&Ps Raises CCR to 'BB-' on Debt Reduction
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Parsippany, N.J.-based Pinnacle Foods Inc. to 'BB-' from
'B+.'  Concurrently, S&P raised the senior secured issue level-
ratings one notch to 'BB+' from 'BB'.  The recovery ratings remain
'1', indicating S&P's expectations for very high (90% to 100%)
recovery in the event of a payment default.  S&P also raised the
issue-level ratings on the company's senior unsecured notes to 'B'
from 'B-'.  The recovery ratings remain '6', indicating S&P's
expectations for negligible (0% to 10%) recovery in the event of a
payment default.  The outlook is stable.

"The upgrade reflects Pinnacle's continued debt reduction and our
belief that its financial policy will be less aggressive given
that the company is no longer majority owned by a financial
sponsor," said Standard & Poor's credit analyst Bea Chiem.

S&P estimates as of Sept. 28, 2014, Pinnacle had roughly $2.4
billion in lease- and pension-adjusted debt outstanding.


PITTSBURG RDA: Fitch Raises $109.7MM 2004A Bonds Rating 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded the following ratings of the Successor
Agency to the Redevelopment Agency of the City of Pittsburg,
California's (the agency) tax allocation bonds (TABs):

-- $109.7 million subordinate TABs series 2004A underlying rating
    to 'BB+' from 'BB'.

-- $245.4 million subordinate TABs (taxable) series 2006B and
    subordinate refunding TABs series 2006C and 2008A to 'BB' from
    'BB-'.

The Rating Outlook is Stable.

Security

The TABs are payable from a subordinate lien on non-housing tax
increment revenues, net of county administrative fees, and are
payable per statute from former housing revenues on a subordinate
basis to housing TABs. The TABs are additionally secured by cash-
funded debt service reserve funds (DSRF) sized to the IRS maximum.
A supplemental reserve is required per the terms of the 2004A
bonds' letter of credit (LOC).

Key Rating Drivers

Successful Loc Renewal: The upgrades reflect the agency's renewal
of its LOC, which expires this month, for one year with no related
fee hikes. Although LOC renewal risks are ongoing, Fitch believes
the project area's expanding tax base and improving debt service
coverage will better position the agency to renew its LOC at
current or increased costs moving forward.

Low Coverage, Variable Risks: The low rating levels reflect weak
debt service coverage and variable rate structural risks. Although
tax increment revenues now fully cover maximum annual debt service
(MADS) and seem poised for further growth, the project area's AV
historically has exhibited high volatility, and has been subject
to frequent appeals from its highly concentrated industrial
taxpayers.

Variable Tabs' High Cash Reserves: The 2004A variable rate TABs'
positive one-notch distinction is due to their extremely strong
DSRF levels, sized to $34.4 million (31% of 2004A par and 305% of
MADS). Fitch believes these reserves provide bondholders with a
material degree of additional protection against a hypothetically
severe AV stress scenario.

Growth Likely Despite Appeals: The project area enjoys good
intermediate-term growth prospects due to the city's availability
of vacant land, large-scale residential construction in progress,
rising home values, and major infrastructure projects that could
lead to auxiliary growth. However, a backlog of pending appeals
could dampen growth over the near-term.

Rating Sensitivities

Tax Base Performance: The ratings may change, depending on the
performance and sustainability of the project area's tax base.

LOC Renewal Risks: The current rating level assumes the agency's
expanding tax base will allow for continued renewal of its LOC at
a reasonable cost that does not materially impair debt service
coverage levels. An unexpected inability to do so could lead to a
downgrade.

Credit Profile

Pittsburg is located in Contra Costa County and benefits from its
location within the large and diverse San Francisco Bay Area
employment market and the presence of several large industrial
enterprises. Most local economic indicators are weak despite the
city's geographic advantages.

LOC Renewal

The 2004A TABs are variable rate bonds with an LOC supported by
State Street Bank and the California State Teachers' Retirement
System (CalSTRS). Fitch was formerly concerned that failure to
renew the LOC, which expires on December 29, at a reasonable cost
could pressure already low debt service coverage on the variable
rate TABs, in addition to the fixed rate TABs that are secured on
a parity basis. On December 1 the RDA issued a continuing
disclosure with notification that the LOC providers have agreed to
extend for one year the LOC based on prior terms.


PLUG POWER: Paul Middleton Named Chief Financial Officer
--------------------------------------------------------
Paul B. Middleton had been appointed as the chief financial
officer of Plug Power Inc. effective Dec. 1, 2014, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.

The Company granted Mr. Middleton:

    (1) an option award for the purchase of an aggregate of
        250,000 shares of Common stock of the Company at an
        exercise price per share equal to the closing price of the
        Company's common stock  on the NASDAQ Capital Market on
        Dec. 1, 2014; and

    (2) an award of 40,000 restricted stock units, each of which
        is the equivalent to one share of the Company's common
        stock.

Each of the awards has a ten year term and is subject to a three
year vesting schedule, with one third of the shares vesting on
each of the first, second and third anniversary of Dec. 1, 2014.
The Compensation Committee and the Board approved the awards on
Dec. 1, 2014.  In connection with the awards, the Company and Mr.
Middleton will enter into the Company's customary form of Stock
Option Award Agreement and Restricted Stock Award Agreement.

                         About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

Plug Power reported a net loss attributable to common shareholders
of $62.79 million in 2013, a net loss of $31.86 million in 2012
and a net loss of $27.45 million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $211.80
million in total assets, $46.81 million in total liabilities,
$1.15 million in redeemable preferred stock, and $163.84 million
in total stockholders' equity.

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, funding the growth in our
GenKey "turn-key" solution which also includes the installation of
our customer's hydrogen infrastructure as well as delivery of the
hydrogen molecule, and continued development and expansion of our
products.  Our ability to achieve profitability and meet future
liquidity needs and capital requirements will depend upon numerous
factors, including the timing and quantity of product orders and
shipments; the timing and amount of our operating expenses; the
timing and costs of working capital needs; the timing and costs of
building a sales base; the timing and costs of developing
marketing and distribution channels; the timing and costs of
product service requirements; the timing and costs of hiring and
training product staff; the extent to which our products gain
market acceptance; the timing and costs of product development and
introductions; the extent of our ongoing and any new research and
development programs; and changes in our strategy or our planned
activities.  If we are unable to fund our operations, we may be
required to delay, reduce and/or cease our operations and/or seek
bankruptcy protection," the Company stated in its quarterly report
for the period ended Sept. 30, 2014.


QUALITY LEASE: Wins Nod to Pay $100K in Employee Bonuses
--------------------------------------------------------
U.S. Bankruptcy Judge David R. Jones has authorized Quality Lease
and Rental Holdings, LLC, to pay bonuses, above and beyond regular
salary, to those employees who are critical and continue to work
for the Debtors.

The Debtors are authorized to pay employee retention bonuses up to
an aggregate maximum amount of $100,000, at the discretion and
direction of Debtors' Chief Restructuring Officer, pursuant to the
terms, conditions, and eligibility standards established by the
Debtors' management.

According to the Debtors, they need to reassure certain employees,
many of whom are actively seeking other work, that they will be
paid if they remain as loyal employees.  The Debtors' primary
secured lender, Main Street Lenders, has consented to the use of
cash collateral to pay the bonuses.  The bonus would be paid at
the discretion of the Debtors' chief restructuring officer and
only after certain criteria has been satisfied.

              About Quality Lease and Rental Holdings

Quality Lease and Rental Holdings, LLC, doing business as Rocaceia
Energy Services, sought bankruptcy protection in Victoria, Texas
(Bankr. S.D. Tex. Case No. 14-60074) on Oct. 1, 2014.

Related entities Quality Lease Rental Service, LLC, Quality Lease
Service, LLC, and Rocaceia, LLC also sought bankruptcy protection
(Case Nos. 14-60075 to 14-60077).

The cases are assigned to Judge David R Jones.

The Debtors have tapped Walter J Cicack, Esq., at Hawash Meade
Gaston Neese & Cicack LLP, in Houston, as counsel.?


QUANTUM CORP: Amends Infringement Suit vs. Crossroads Systems
-------------------------------------------------------------
Quantum Corp. has filed an amended complaint in its pending
lawsuit against Crossroads Systems, Inc., for patent infringement
in the U.S. District Court for the Northern District of
California.  According to a regulatory filing with the U.S.
Securities and Exchange Commission, the Quantum lawsuit now
accuses Crossroads of infringing two patents (U.S. Patent Nos.
6,766,412 and No. 5,940,849).

The infringement claims involve products in Crossroads' StrongBox
and SPHiNX product lines.  The lawsuit follows Crossroads System's
patent infringement claims filed against Quantum in February 2014
in the Western District of Texas.  In its answer, Quantum has
denied Crossroads' claims and asserted that they are invalid and
that Quantum has not infringed.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

Quantum Corporation incurred a net loss of $21.47 million on
$553.16 million of total revenue for the year ended March 31,
2014, as compared with a net loss of $52.17 million on $587.43
million of total revenue for the year ended March 31, 2013.

As of Sept. 30, 2014, the Company had $354.18 million in total
assets, $440.38 million in total liabilities and a $86.20 million
stockholders' deficit.


QUINTILES TRANSNATIONAL: S&P Raises Corp. Credit Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Research Triangle, N.C.-based pharmaceutical contract
services provider Quintiles Transnational Corp. to 'BB+' from
'BB'.  The rating outlook is stable.

At the same time, S&P assigned its 'BBB' issue-level rating and
'1' recovery rating to Quintiles' new securitization facility,
consisting of a $275 million term loan and $25 million revolver.
This facility is secured by a first-priority lien on Quintiles'
receivables, and is issued by Quintiles Receivables LLC.  S&P is
raising its issue-level rating on Quintiles' existing senior
secured debt to 'BB+' from 'BB', reflecting the upgraded corporate
credit rating; the '4' recovery rating on this debt is unchanged.

"Our rating action is predicated on our increasing confidence in
the company's financial policies, including our belief that
Quintiles is unlikely to undertake significant share repurchases
or make large, one-time dividend payments as a public, non-
controlled company," said Standard & Poor's credit analyst Shannan
Murphy.

"Based on this expectation, we now expect leverage to average
around 3x over time and funds from operations (FFO) to total debt
in the mid- to high-20% range, consistent with a "significant"
financial risk profile (which we revised from "aggressive").
While financial metrics have been in this range for some time, our
improved view of financial risk incorporates our expectation that
the company will be able to fund its growth objectives (including
acquisitions) primarily from internally generated cash flow, and
debt levels will remain stable over time.  Net leverage is
currently around 3x, but we believe Quintiles is likely to use
some of its accumulated cash balance for acquisitions over time
and will be a consolidator in the pharmaceutical contract research
and services space.  Moreover, the company has around $1.5 billion
in incremental debt capacity for acquisitions at the current
rating," S&P said.

"We expect Quintiles to grow service revenues about 8% in 2015,
reflecting about 6% organic revenue growth and the impact of
recent acquisitions.  This is broadly consistent with our growth
expectations for the industry as a whole.  We model flat EBITDA
margins and about $400 million in free operating cash flow in
2015.  We believe the company will use the majority of free cash
flow for growth initiatives (including acquisitions), with return
of capital to shareholders as a secondary objective.  We do not
expect to see further debt prepayment.  Based on these
expectations, we believe Quintiles will maintain leverage in the
high-2x or low-3x range and will generate FFO to total debt in the
mid-20% range," S&P added.

S&P's stable outlook on Quintiles reflects its expectation that
the company will maintain leverage around 3x over time.  This
incorporates S&P's belief that the company will continue to grow
through acquisitions, as well as S&P's expectation that leverage
may temporarily increase or decrease from this level because of
the timing and magnitude of acquisitions.

S&P could raise the rating if it gains more confidence in the
company's financial policies and its willingness to commit to
maintaining leverage under 3x.  In S&P's base-case scenario, it
assumes the company can support its existing growth strategy with
internally generated cash flows.  However, S&P believes the CRO
industry continues to consolidate and Quintiles could be involved
in large-scale acquisition activity to the extent that the right
strategic target was available.

S&P could lower the rating if leverage increases above 4x, most
likely as a result of a very large debt-financed acquisition.
Assuming a 10x multiple on acquired EBITDA, S&P believes there is
about $1.5 billion in acquisition capacity at the current rating.


RADIOSHACK CORP: To Hold Presentation About SCP Default Notice
--------------------------------------------------------------
RadioShack Corporation previously disclosed receipt of a notice of
default and acceleration, dated Dec. 1, 2014, under the Credit
Agreement, dated as of Dec. 10, 2013, among the Company, certain
of its subsidiaries, the lenders and Salus Capital Partners, LLC.

The Company disagrees with the assertions contained in the Notice
of Default that any event of default has occurred.  Because the
Company believes the alleged events of default do not exist, the
Company also does not believe that the demand for the immediate
payment of all obligations outstanding under the SCP Credit
Agreement has any merit.

The Company intends to use a presentation in discussions with
analysts, investors, lenders, vendors and other interested parties
regarding this notice and related matters.  A copy of this
presentation is available for free at http://is.gd/ZZVwWs

                   About Radioshack Corporation

RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com--
is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139.4 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Sept. 15, 2014, Standard & Poor's
Ratings Services lowered its corporate credit rating on Fort
Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'.

"The downgrade comes as the company announced it will seek
capital, and that such a transaction could include a debt
restructuring in addition to store closures and other measures,"
said Standard & Poor's credit analyst Charles Pinson-Rose.

In the Sept. 16, 2014, edition of the TCR, the TCR reported that
Fitch Ratings had downgraded the Long-term Issuer Default Rating
(IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'.
The downgrade reflects the high likelihood that RadioShack will
need to restructure its debt in the next couple of months.

The TCR reported on March 13, 2014, that Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa2 from Caa1.  "The continuing negative trend in RadioShack's
sales and margins has resulted in a precipitous drop in
profitability causing continued deterioration in credit metrics
and liquidity," Mickey Chadha, Senior Analyst at Moody's said.


RENAULT WHINERY: Has Interim Access to OceanFirst Cash Collateral
-----------------------------------------------------------------
The Bankruptcy Court, in an interim order, authorized Renault
Winery Inc., et al., to use of cash collateral from Nov. 13, 2014,
to the final hearing on the motion.

A final hearing on the Debtor's motion to use secured creditor's
OceanFirst Bank's cash collateral will be held on Jan. 8, 2014, at
10:00 a.m.  Objections, if any, are due Dec. 31, 2014.

The Court also ordered that an additional interim hearing will be
held on Dec. 15, at 10:00 a.m.

OceanFirst Bank holds a mortgage foreclosure judgment against
certain real estate owned by the Debtors which was entered on
Aug. 1, 2014 in the amount of $7,886,257.

As reported in the Troubled Company Reporter on Nov. 18, 2014,
John P. Leon, Esq., at Subranni Zauber LLC, explained that the
Operating Debtors require immediate access to cash collateral to
ensure that they are able to continue the operation of their
businesses.  At the outset of this case the cash collateral is the
Debtors' sole source of funding for their operations and the costs
of administering the chapter 11 process.  Absent authority to
immediately use cash collateral, the Debtors, their creditors and
the estates generally would suffer irreparable harm because the
Operating Debtors would immediately cease operations, which, in
turn, would cause a significant immediate deterioration in the
value of the Debtors' assets and businesses.

As adequate protection for any postpetition decrease in the value
of the Bank's interests in the collateral, the Debtors propose to
grant the lender:

   -- replacement liens on the postpetition accounts receivable of
the Operating Debtors, without the necessity of the execution by
any Debtor of security agreements, to the extent of any decrease
in value of the Bank's interest in the prepetition collateral.

   -- pay $5,000 to the Bank each month as adequate protection
payments.

                       About Renault Winery

Renault Winery, Inc., and its affiliates own and operate a hotel,
two restaurants, a golf course, and a winery.  The hotel is
located in Egg Harbor City, N.J., and the other businesses are
located on adjacent property in Galloway Township, N.J.  Renault
Winery has served South Jersey as a winery and restaurant facility
for the past 150 years.  Joseph Milza and his wife, Geraldine,
took over the operations of Renault Winery in 1974.

The companies that operate the businesses are Renault Winery
Inc. (winery, restaurant and gift shop), Renault Golf LLC (golf
course), and Tuscany House LLC (hotel, restaurant, and banquet
facility).  Renault Realty Co., Renault Winery Property LLC, and
Renault Winery Inc., own the real estate on which the businesses
operate, as well as other real estate in the immediate area.


REVEL AC: Seeks Sale of Assets to Polo After Brookfield Backs Out
-----------------------------------------------------------------
Kelsey Butler, writing for The Deal, reported that Revel AC Inc.
has asked the bankruptcy court to approve the sale of its assets
to backup bidder Polo North County Club Inc., which offered $95.4
million, after the winning bidder, Brookfield Property Partners
LP, backed out of the deal.

According to the report, a Brookfield representative has said in
November that it wouldn't be moving forward with the $110 million
sale because, according to sources, Brookfield was spooked by the
situation involving ACR Energy Partners LLC, a joint venture
between South Jersey Industries Inc. (SJI) and DCO Energy LLC
whose power plant provides Revel, its only customer, with air
conditioning, hot water and electricity.  ACR's bondholders, owed
$118 million, have refused to renegotiate debt related to the JV's
plant, casting doubt on its future operation, the Deal noted.

                          About Revel AC

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

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

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

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

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


RIDGECREST REDEVELOPMENT: S&P Raises COPs Rating From 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
Ridgecrest Redevelopment Agency, Calif.'s certificates of
participation (COPs), supported by Ridgecrest, to 'BBB-' from
'BB+'.  The outlook is stable.

"The rating action reflects our assessment of the fact that the
city's fiscal 2013 no longer contains a 'going concern opinion',
which was present in the 2012 audit," said Standard & Poor's
credit analyst Lisa Schroeer.  "It also reflects some improvement
in the city's overall available fund balance, which improved to a
negative 20% in 2013 from a negative 37% in 2012."  The city's
negative fund balance reflects a one-time repayment of a franchise
fee to the wastewater system.  However the rating is still limited
by the large (worse than negative 5%) negative fund balance that
S&P anticipates will continue through at least 2015.

The COPs represent an interest in lease payments made by
Ridgecrest, as lessee, for the use and possession of certain
leased assets through a lease-leaseback structure, in which the
city will make periodic, sufficient lease payments to amortize the
COPs.  The city also had an agreement with the city's former
Redevelopment Agency to receive payments to help pay the COPs.
While S&P understands the city receives tax increment revenue for
these lease payments, it believes the pledge ultimately reflects
the city's pledge to budget and appropriate the debt service and
thus the 2005 bonds reflects the city's appropriations rating.

"The stable outlook reflects our view of the city's maintenance of
negative reserves," added Ms. Schroeer.  S&P do not expect to
raise the rating over the outlook's two-year period since the city
will likely maintain its limited budgetary flexibility at levels
worse han negative 5% reserves.  In addition, S&P do not expect to
lower the rating further over the outlook's period due to
management's efforts to stabilize the general fund and recent
passage of a new sales tax, providing additional revenue.  Should
the city have successive surpluses that bring reserves above
negative 5%, S&P would likely raise the rating further.


RIVER CITY RENAISSANCE: Plan Filing Deadline Moved to Feb. 2015
---------------------------------------------------------------
The Hon. Keith L. Phillips of the U.S. Bankruptcy Court for the
Eastern District of Virginia extended the exclusive period of
River City Renaissance, LC, and River City Renaissance III, LC,
to file a chapter 11 plan until Feb. 25, 2015, and solicit
acceptances for that plan until April 27, 2015.

                  About River City Renaissance

Richmond, Virginia-based, River City Renaissance, LC, and River
City Renaissance III, LC, sought Chapter 11 protection (Bankr.
E.D. Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia,
on July 30, 2014.  The cases are assigned to Judge Keith L.
Phillips.  Robert H. Chappell, III, Esq., at Spotts Fain PC,
represents the Debtors in their cases.  River City Renaissance, LC
disclosed $27,353,274 in assets and $29,186,824 in liabilities as
of the Chapter 11 filing.  Renaissance III estimated less than $10
million in assets and debts.  The Debtors have tapped Spotts Fain
PC as counsel.


ROTHSTEIN ROSENFELDT: Creditors Set to Be Paid in Full
------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that Michael Goldberg, the trustee overseeing Scott Rothstein's
defunct law firm, has asked a bankruptcy judge to approve a final
distribution that proposes to pay unsecured creditors in full more
than five years after the exposure of Mr. Rothstein's $1 billion-
plus fraud brought on the firm's collapse.

According to the report, the trustee filed court papers seeking
the court's permission to send out of millions of dollars to the
holders of nearly 80 unsecured claims.  Among those slated for
final payment are the NBA's Miami Heat, which would receive nearly
$172,000, and the American Heart Association, which would receive
more than $26,000, the report related.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


S.U.N.R.R.I.S.E. LLC: Case Summary & 12 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: S.U.N.R.R.I.S.E. LLC
        P.O. Box 83
        Telluride, CO 81435

Case No.: 14-26358

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: December 9, 2014

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

Judge: Hon. Bruce Campbell

Debtor's Counsel: Douglas C. Pearce, II, Esq.
                  CONNOLY, ROSANIA & LOFSTEDT, P.C.
                  950 Spruce St., Ste. 1C
                  Louisville, CO 80027
                  Tel: 303-661-9292
                  Fax: 303-661-9555
                  Email: doug@crlpc.com

Total Assets: $630,000

Total Liabilities: $3.28 million

The petition was signed by Jonathan H. Greenspan, manager.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob14-26358.pdf


SAN BERNARDINO, CA: Has Paid More Than $6 Million in Legal Fees
---------------------------------------------------------------
Tim Reid, writing for Reuters, citing a senior city official,
reported that San Bernardino, California, has run up legal costs
of over $6 million since it declared bankruptcy in 2012.  Millions
more in fees are expected before it exits Chapter 9 protection,
underscoring the huge cost cities face when opting to resolve
their debts through bankruptcy, the report related, citing
experts.

                   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.


SAN YSIDRO SCHOOL: S&P Affirms BB+' Rating on COPs
--------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlook to stable from negative and affirmed its 'BBB-' underlying
rating (SPUR) on San Ysidro School District, Calif.'s outstanding
general obligation (GO) bonds.  In addition, Standard & Poor's
affirmed its 'BB+' SPUR on the district's certificates of
participation (COPs) outstanding.

"The outlook revision reflects our view of the district's improved
liquidity and general fund operations in audited fiscal 2014 and
budgeted fiscal 2015," said Standard & Poor's credit analyst Bryan
Moore.

The ratings reflect S&P's view of the district's:

   -- Weakened finances and extremely limited financial
      flexibility;

   -- Multiple years of negative operations due to a planned
      pend-down and overly optimistic revenue projections,
      combined with a projected structural imbalance;

   -- Pending lawsuits and ongoing investigations; and

   -- Declining average daily attendance (ADA), a key determinant
      of state aid.

In S&P's opinion, the preceding credit weaknesses are partly
offset by the district's large property tax base and participation
in San Diego County's diverse economy.

Unlimited ad valorem taxes levied on taxable property in the
district secure the bonds.  The San Diego County Board of
Supervisors has the power and obligation to levy these taxes at
the district's request for the bonds' repayment.  The county is
required to deposit such taxes, when collected, into the bonds'
debt service fund.  The COPs represent an interest in lease
payments made by the district, as lessee, to the San Ysidro
Schools Public Financing Corp., as lessor, for the use and
possession of the leased asset.

While the district has historically maintained a good financial
position, over the last several years, it has had negative
operations, resulting in a spend-down of those reserves.  After
six consecutive audited years of negative operations, according to
the fiscal 2014 unaudited report, the district was able to post a
surplus of roughly $696,000, significantly better than the
budgeted deficit of $3.2 million.  Management attributed the
positive operations to a combination of increased funding under
the new Local Control Funding Formula as well as some reduced
expenditures through teacher attrition.

The district is in southwest San Diego County, 12 miles south of
downtown San Diego.  It serves a portion of the city and
unincorporated areas of the county.  ADA, which is the primary
basis for state funding levels, is approximately 93% of the
district's enrollment and has been relatively flat for the last
several years.

"The stable outlook reflects our opinion that the district has
improved its current fiscal position with positive operations in
fiscal 2014," said Mr. Moore.  However, it still has significant
challenges ahead, which could put pressure on the rating.  If the
district can't close the budgeted gap in fiscal 2016, resulting in
a further spend-down of reserves and liquidity concerns, S&P could
lower the rating.  S&P do not expect to raise the rating during
the one-year outlook horizon given its concerns about the
district's fiscal condition.


SCOTT ZEILINGER: Court Grants Northern Trust Relief From Stay
-------------------------------------------------------------
Judge William J. Lafferty, III, of the U.S. Bankruptcy Court for
the Northern District of California granted the motion for relief
from stay filed by The Northern Trust Company in the bankruptcy
case of Scott Eric Zeilinger, Case No. 14-44325.

On November 19, the Court conducted a hearing on the Motion, and
Gary Torrell, Esq., of the law firm Valensi Rose, PLC personally
attended the hearing, having flown up from his office in Los
Angeles to appear.  The Debtor did not appear at the hearing.

The Debtor's main arguments in support of his opposition to the
Motion were that (a) as a pro se debtor he was entitled to a high
level of indulgence and deference from the Court with respect to
any obligations that might be imposed on him by the United States
Bankruptcy Code, and (b) he had discovered evidence of fraud and
predatory lending practices by Northern Trust that would support
claims against that creditor.

"Frankly, the Court was surprised that the Debtor did not attend
the hearing on the RFS Motion, in light of the tone and content of
the Debtor's opposition," Judge Lafferty wrote in his memorandum.

The Court concluded that relief from stay was appropriate under
Sections 362(d)(1) of the Bankruptcy Code (for cause, lack of
adequate protection of the creditor's interest in estate property)
and (d)(2) (the debtor lacks equity in the property and the
property is not necessary to an effective reorganization).

The Court did not, however, grant the creditor's request for "in
rem" relief against the real property that was the subject of the
Motion, the Debtor's residence in Danville, California, which
would have granted relief against that property prospectively in
future bankruptcy cases, because the Court was not convinced that
the Debtor's behavior in this case and in the Debtor's prior
Chapter 13 bankruptcy case amounted to a "scheme to delay, hinder,
or defraud creditors" within the meaning of that statute.

Accordingly, the Court declined to order relief under Section
362(d)(4), but did order that should Debtor subsequently file
another bankruptcy case within the Northern District of
California, the case would be assigned to this Court, and Northern
Trust could bring on a motion for relief from stay before this
Court on 48 hours notice, and renew its request for relief under
Section 362(d)(4).

In sum, Judge Lafferty opined, there is simply no reason for the
Court not to grant the Motion.

A full-text copy of the Memorandum dated November 24, 2014, is
available at http://bit.ly/1BmNcImfrom Leagle.com.

Scott Eric Zeilinger commenced Chapter 11 proceeding (Bankr. N.D.
Calif. Case No. 14-44325) on October 28, 2014.


SENATOBIA APARTMENTS: S&P Ups Housing Rev. Bonds Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating to
'BB+' from 'CCC' on Mississippi Home Corp.'s series 2007-2
multifamily housing revenue bonds, issued for the Providence Place
of Senatobia Apartments Project.  The outlook is stable.  The
bonds are secured by Ginnie Mae (GNMA) mortgage-backed securities
(MBS).

"This rating action is primarily the result of improvements in
projected debt service coverage for the issue following our review
of updated financial information and certain fee-related
provisions in the transaction documents," said Standard & Poor's
credit analyst Adam Cray.  "While we continue to project a
shortfall in debt service coverage for the issue prior to bond
maturity, our view of when that shortfall is likely to occur has
changed."

The transaction documents limit semi-annual fees paid from the
trust to a percentage of the outstanding MBS and bond balances; as
a result, the total amount of fees paid from the trust diminishes
over time with bond amortization, loan prepayments, and
redemptions.  Based on updated asset and liability information --
and accounting for our stressed reinvestment rate assumptions, as
well as the reduction in fees referenced above -- S&P now predicts
shortfalls in debt service coverage (DSC), parity, and
reinvestment risk coverage will occur later than previously
projected.  DSC, for example, is now projected to fall below 1x
beginning in Feb. 2041, rather than in Feb. 2015.


SILVERADO STREET: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Silverado Street, LLC
        800 Silverado Street, Suite301
        La Jolla, CA 92037

Case No.: 14-09543

Chapter 11 Petition Date: December 9, 2014

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

Judge: Hon. Christopher B. Latham

Debtor's Counsel: James Lee, Esq.
                  LEGAL OFFICES OF JAMES J. LEE
                  2620 Regatta Dr. Suite 102
                  Las Vegas, NV 89128
                  Tel: 702-521-4377

Total Assets: $21.7 million

Total Liabilities: $11.3 million

The petition was signed by Amr Aljassim, managing member.

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


SPEEDWAY MOTORSPORTS: S&P Raises CCR to 'BB+'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Charlotte, N.C.-based Speedway Motorsports Inc. to 'BB+'
from 'BB'.  The outlook is stable.

At the same time, S&P assigned its '1' recovery rating and 'BBB'
issue-level rating to the company's proposed $300 million senior
secured credit facility due 2019 (consisting of a $100 million
revolver and a $200 million term loan A).  The '1' recovery rating
reflects S&P's expectation for full recovery prospects for lenders
(90% to 100%) in the event of a payment default.  The company
plans to use the proceeds to repay debt.  Additionally, S&P raised
its issue-level rating on SMI's $250 million senior unsecured
notes due 2019 to 'BB+' from 'BB', in line with the upgrade of the
company.  The '4' recovery rating on the notes is unchanged and
reflects S&P's expectation for average (30% to 50%) recovery for
lenders in the event of a payment default.

"The upgrade reflects our belief that the company can improve and
will likely sustain adjusted debt to EBITDA to below 3x in 2015,
which is in line with an improved intermediate financial risk
assessment," said Standard & Poor's credit analyst Emile Courtney.

The stable outlook reflects S&P's view that a high proportion of
contractually increasing and recurring revenues from broadcasting
through 2015 can partly offset weak admissions revenue and support
credit measures consistent with the intermediate financial risk
assessment and S&P's 'BB+' rating.

S&P could lower its rating if admissions revenue declines
substantially (likely from an unexpected worsening in economic
conditions) in a manner that causes SMI to sustain debt to EBITDA
above 3x.

Based on S&P's assessment of SMI's business risk profile as fair,
a higher rating would be contingent upon S&P's expectation that
debt to EBITDA could remain below 2x, a scenario S&P views as
unlikely unless attendance revenue realizes significant growth.


SPORTSMAN'S WAREHOUSE: S&P Withdraws 'B+' CCR at Issuer's Request
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Sportsman's Warehouse Holdings Inc., including the 'B+' corporate
credit rating, at the issuer's request.

The withdrawal follows the redemption of Sportsman's $185 million
first out term loan and $50 million last out term loan, both due
in 2019.  Sportsman's Warehouse redeemed these bonds on Dec. 3,
2014, with proceeds from a new credit facility that S&P did not
rate.


STANFORD GROUP: Receiver Defends Timing of Proskauer Ponzi Suit
---------------------------------------------------------------
Law360 reported that the receiver for Stanford Financial Group
defended his Texas legal malpractice suit against Proskauer Rose
LLP and Chadbourne & Parke LLP that accuses the firms of aiding
and abetting Texas billionaire Robert Allen Stanford's $7 billion
Ponzi scheme, saying there is no proof the suit was not timely
filed.

According to the report, receiver Ralph S. Janvey said the matter
of precisely when he first had enough information to make the
claims in the malpractice suit has not been established as a
matter of fact.

The case is Janvey et al v. Proskauer Rose LLP et al., Case No.
3:13-cv-00477 (N.D. Tex.).

                       About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
served more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The case in district court was Securities and Exchange Commission
v. Securities Investor Protection Corp., 11-mc-00678, U.S.
District Court, District of Columbia (Washington).

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.


TARGA RESOURCES: S&P Affirms 'BB+' CCR, Off Watch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit and senior unsecured ratings on U.S. midstream
energy partnership Targa Resources Partners L.P. (Targa).  S&P
removed the ratings from CreditWatch positive, where it placed
them on Oct. 13, 2014.  The outlook is stable.  The recovery
rating on the debt remains '4', indicating S&P's expectation of
meaningful (30% to 50%) recovery to creditors if a payment default
occurs.

"The actions reflect our reduced oil and natural gas price
assumptions and our revised estimates for Targa's EBITDA and
financial leverage in 2015 and 2016," said Standard & Poor's
credit analyst Nora Pickens.

S&P now expects the consolidated pro forma Targa and Atlas
entity's debt to EBITDA ratio, to reside in the 4.25x to 4.5x
range through 2016.  About 40% of Targa's estimated 2015 operating
margin is non-fee based and is therefore exposed to fluctuations
in commodity prices.  Although Targa's consistent hedging policy
supports its credit profile, volume risk exists and S&P expects
the lower commodity prices to modestly reduce gathering and
processing throughput across the partnership's operating
footprint.

S&P has revised Targa's financial risk profile to "aggressive"
from "significant," reflecting its expectations that financial
leverage will be in 4.25x to 4.5x in 2015 and 2016.  Under S&P's
base-case forecast, it assumes between $1.25 billion and $1.3
billion of growth capital spending, a modest uptick in field
gathering volumes, and a 15% EBITDA growth in the logistics
segment.  Based on these assumptions, S&P believes Targa, pro
forma for the Atlas transaction, will achieve EBITDA of between
$1.3 billion and $1.4 billion, debt to EBITDA of 4.5x, and EBITDA
interest of 4.2x by year-end 2015.  S&P expects its distribution
coverage ratio to tighten slightly to about 1.0x to 1.1x, which in
S&P's view is somewhat weak for the rating given the partnership's
exposure to commodity prices.

The stable outlook on the ratings reflects that the partnership
will successfully execute on its 2015 organic expansion projects
while maintaining adequate liquidity and debt to EBITDA in the
4.0x to 4.5x area.  S&P could lower the rating if lower commodity
prices or a decrease in volumes cause EBITDA to decline and
financial ratios to deteriorate, such that total debt to EBITDA is
more than 5x for an extended period of time.  Higher ratings are
possible if Targa improves its fee based cash flow and keeps
financial leverage below 4x.


TRAVEL LEADERS: S&P Raises CCR to 'BB-'; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Delaware-based Travel Leaders Group LLC to 'BB-'
from 'B+'.  The rating outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's $185 million senior credit facility due 2018 to 'BB'
from 'BB-'.  The '2' recovery rating on the credit facility is
unchanged and reflects S&P's expectation for substantial (70% to
90%) recovery for lenders in the event of a payment default.  The
credit facility consists of a $15 million revolver due 2018 and a
$170 million term loan due 2018.

"The upgrade reflects higher travel volumes and pricing in the
company's high-end corporate and luxury leisure travel segment
resulting in increased air and hotel based commission revenue
through 2015," said Standard & Poor's credit analyst Emile
Courtney.

Commission revenue growth in the company's mass market franchise
and consortia business segments has also been robust.  As a
result, S&P believes EBITDA growth will exceed its previous
expectation, increasing in the mid-teens percentage area in 2014
and in the mid-single digits in 2015.  This combined with debt
repayment should result in total lease-adjusted debt to EBITDA
decreasing to the mid-2x area by 2015, which would represent a
very good cushion compared to S&P's 3.5x leverage threshold and
would be solidly in line with its "significant" financial risk
assessment and 'BB-' rating on TLG.  In addition, S&P expects
EBITDA coverage of interest expense to be good at nearly 5x in
2015.  Although TLG has a track record of making relatively small
acquisitions and S&P has incorporated a moderate amount of
acquisition activity into its forecast, S&P believes the company
customarily pays about 4x EBITDA, which would not impair the
company's ability to reduce leverage over time.

The stable outlook reflects S&P's expectation for continued good
travel volume and commission revenue growth at TLG, and that the
company can sustain total lease-adjusted debt to EBITDA under
3.5x, even incorporating a significant level of expected EBITDA
volatility over the economic cycle.

S&P could raise the ratings if TLG continues to repay debt
balances and operating performance remains good such that S&P
believes total lease-adjusted debt to EBITDA can be sustained
under 2.5x, incorporating a significant level of EBITDA volatility
over the economic cycle and a modest level of dividends to owners.
S&P would also need to believe that TLG could sustain leverage
under this level and pursue its acquisition strategy.  Given that
the company customarily pays about 4x EBITDA to acquire companies,
it could become increasingly difficult to reduce leverage over
time unless acquisitions are small.

S&P could lower the ratings if EBITDA unexpectedly declines,
stressing TLG's ability to reduce leverage, or if the company
pursues material leveraging acquisitions so that total lease-
adjusted debt to EBITDA is sustained above 5x.


TRIMAS CORP: Moody's Puts Ba2 CFR on Review for Downgrade
---------------------------------------------------------
Moody's Investors Service has placed the ratings of TriMas
Corporation (TriMas), including its Ba2 corporate family rating
and Ba2 senior secured ratings, under review for possible
downgrade. The review follows the company's announcement that it
intends to separate its business into two independent publicly
traded companies comprised of "New TriMas" which will continue to
focus on the company's packaging, aerospace, energy and engineered
components segments and "Cequent" which will be comprised of
TriMas' existing Cequent Americas and Cequent APEA segments which
manufacture and sell towing, trailer and cargo management products
to various end markets.

The review will consider the meaningful reduction in TriMas' size
after the spin-off along with the potential for improved margins
with increased focus on the higher-growth areas such as packaging
and aerospace, including the recent acquisition of Allfast
Fastening Systems. The review will also consider the company's pro
forma capitalization and its stand-alone earnings and cash flow
generating capabilities. The transaction is expected to be
completed by mid 2015.

The following summarizes Moody's ratings and the rating actions
for TriMas Corporation and TriMas Company LLC:

  Corporate Family Rating, under review for downgrade from Ba2

  Probability of Default Rating, under review for downgrade from
  Ba2-PD

  $575 million senior secured revolver due 2018, under review for
  downgrade from Ba2, LGD3

  $450 million senior secured term loan due 2018, under review
  for downgrade from Ba2, LGD3

TriMas Corporation is a diversified industrial manufacturer
engaged in five business segments: packaging, energy, aerospace,
engineered components and Cequent, a segment that manufactures
custom-engineered towing and trailering products. Revenues for the
twelve months ended September 30, 2014 were approximately $1.5
billion.

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


UNITEK GLOBAL: Hires Morgan, Lewis & Bockius as Co-Counsel
----------------------------------------------------------
UniTek Global Services, Inc., et al., seek permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Morgan, Lewis & Bockius LLP as their co-counsel nunc pro tunc to
the Petition Date.

MLB has routinely advised the Debtors on general corporate and
securities matters, employment matters, executive compensation and
employee benefits matters and litigation; and MLB was retained as
the Debtors' restructuring counsel in the months leading up to the
Petition Date.

The Debtors will pay for Morgan Lewis' services according to the
Firm's standard rates, which are:

     Position                        Rate Range
     --------                        ------------
     Partners                        $655 to $985
     Counsel                         $695
     Associates                      $310 to $605
     Legal Assistant                 $315

The Firm will also bill the Debtors for actual and necessary out-
of-pocket expenses incurred and to be incurred in connection with
the engagement.

Neil E. Herman, Esq., a partner at Morgan Lewis, assures the Court
that the Firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                  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.  As
of Sept. 30, 2014, the Debtors have 2,500 employees,
substantially all of whom are full-time.

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, with Lead Case No. 14-12471.  The Debtors' cases
have been assigned to Judge Judge Peter J. Walsh.

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 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.

The Company's balance sheet at March 29, 2014, showed $250 million
in total assets against $257 million in total liabilities.

                             *   *   *

The Debtors filed a joint prepackaged Chapter 11 plan of
reorganization on the Petition Date.  The Plan contemplates
confirmation and consummation within 45 days and provides for the
payment in full of all general unsecured claims in the ordinary
course of business.

Before the bankruptcy date, holders of ABL Facility Claims and
Term Loan Claims voted unanimously to accept the Plan.


US CONCRETE: Moody's Raises Corporate Family Rating to B2
---------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
U.S. Concrete, Inc. to B2 from B3, the Probability of Default
Rating to B2-PD from B3-PD, and the company's senior secured notes
to B3 from Caa1. The Speculative Grade Liquidity Rating is
unchanged at SGL-2. The rating outlook is stable.

The following rating actions were taken:

  Corporate Family Rating, upgraded to B2 from B3;

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

  $200 million senior secured notes due 2020, upgraded to B3,
  LGD4 from Caa1, LGD4;

  Speculative grade liquidity rating, unchanged at SGL-2;

The rating outlook is stable.

Ratings Rationale

The B2 Corporate Family Rating is supported by U.S. Concrete's
position as one of the nation's largest ready-mixed concrete
producers, its solid market position within the regions it serves
and long standing customer relationships. Fundamentals are
modestly improving in the private non-residential commercial and
industrial market segments, which represent over half of the
company's total revenue, as well as private residential market
segment, which represents about 20% of revenue. Adjusted debt to
EBITDA declined to 4.3x for the LTM September 30, 2014 from 5.8x
at year end 2013 from improvement in EBITDA. Adjusted EBIT
interest coverage also improved to 1.9x at LTM September 30, 2014
from 1.7x at year end 2013.

The rating also reflects the company's limited product diversity,
where ready-mix concrete accounts for over 90% of revenues.
Additionally, the rating reflects the competitive nature of the
building materials industry, including weak pricing power of
ready-mixed concrete products, exposure to input cost inflation,
regional concentration, where Texas and California account for
approximately 75% of revenues, and high fragmentation of the
industry.

The company's SGL-2 Speculative Grade Liquidity rating reflects
the company's good liquidity position over the next 12-18 months.
U.S. Concrete's liquidity is supported by $94 million of cash on
hand as of September 30, 2014, approximately $119 million of
availability under its $175 million ABL, and Moody's expectation
that the company will generate modest free cash flow over the next
12 to 18 months. The revolver availability may be reduced should
the company utilize borrowings for seasonal working capital needs
or to pursue acquisitions. The company's ABL is governed by a
springing fixed charge coverage ratio of 1.0x, which comes into
effect if availability under the ABL is less than the greater of
i) $14 million or ii) the lesser of 12.5% of a) the borrowing base
or b) the total revolver availability. Moody's believe the company
will remain in compliance over the next 12 to 18 months. In
Moody's view, the company should not have a problem maintaining
covenant compliance.

The stable outlook presumes that the company will demonstrate
modest improvement in its performance and credit metrics supported
by stability in its construction end markets.

The company's ratings could be upgraded if the company continues
to grow its revenue base beyond $1 billion and to solidify its
leading market position in markets served while construction end
markets remain, at a minimum, stable. Additionally, the ratings
could be upgraded should operating margins improve closer to 10%,
EBIT interest coverage increases 2.0x, adjusted debt-to-EBITDA
decreases below 3.5x, and the company maintains sufficient
liquidity, all on a sustainable basis.

The ratings could be downgraded should the company's adjusted
debt-to-EBITDA leverage remain above 5.0x and EBIT interest
coverage falls below 1.5x for an extended period of time whether
due to weak operating performance or aggressive acquisition
activity. Additional pressure would occur if the company's
operating margins declined below 4.0%.

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

U.S. Concrete, Inc.[NASDAQ: USCR], headquartered in Euless, Texas,
services the construction industry through its two segments,
ready-mixed concrete and aggregates products, and is one of the
nation's largest ready-mixed concrete producers with presence in
Texas, California, New Jersey, and New York. As of September 30,
2014, the company operated 118 standard ready-mixed concrete
plants, and nine aggregates facilities and one recycled aggregates
facility . In the LTM period ending September 30, 2014, the
company generated approximately $672 million in revenue.


VIRTUAL PIGGY: Hires FTP to Evaluate Strategic Alternatives
-----------------------------------------------------------
Virtual Piggy, Inc., announced that its Board of Directors has
authorized the evaluation of strategic alternatives to enhance
shareholder value, according to a regulatory filing with the U.S.
Securities and Exchange Commission.

The Company has engaged the investment banking firm Financial
Technology Partners LP and FTP Securities LLC in connection with
its efforts.  FT Partners is based in San Francisco and focuses
exclusively on the financial technology sector of the market.

Virtual Piggy, Inc., operates as a technology company that
delivers an online ecommerce solution in the United States and
Europe.  Its system allows parents and their children to manage,
allocate funds, and track their expenditures, savings, and
charitable giving online.  The company offers Oink product, which
enables online businesses to interact and transact with the Under
18 market in a manner consistent with the Children?s Online
Privacy Protection Act.  It also operates online store where
families can select and purchase gift cards for delivery to other
family members.  The company was formerly known as Moggle, Inc.
and changed its name to Virtual Piggy, Inc. in August 2011.
Virtual Piggy, Inc. was founded in 2008 and is based in Hermosa
Beach, California.

The Company's balance sheet at Sept. 30, 2014, showed
$4.11 million in total assets, $5.59 million in total liabilities
and a stockholders' deficit of $1.49 million.

"The Company has incurred significant losses and experienced
negative cash flow from operations during the development stage.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern," according to the
quarterly report for the period ended Sept. 30, 2014.


VISITORS' PLAZA: Case Summary & 7 Unsecured Creditors
-----------------------------------------------------
Debtor: Visitors' Plaza, Inc.
        5811 W Vine Street
        Kissimmee, FL 34746

Case No.: 14-13360

Chapter 11 Petition Date: December 9, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: R Scott Shuker, Esq.
                  LATHAM SHUKER EDEN & BEAUDINE LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bknotice@lseblaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Millicent Beth Coban, president and
sole director.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-13360.pdf


VISITORS FLEA: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Visitors Flea Market, LLC
           dba Visitors Market
        5811 W Irlo Bronson Hwy
        Kissimmee, FL 34746

Case No.: 14-13362

Chapter 11 Petition Date: December 9, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: R Scott Shuker, Esq.
                  LATHAM SHUKER EDEN & BEAUDINE LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bknotice@lseblaw.com

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Charles Wohlust, curator and managing
member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-13362.pdf


VOGUE INT'L: Moody's Affirms B2 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed Vogue International LLC's B2
Corporate Family Rating (CFR) following its launch of a proposed
$205 million incremental term loan. Moody's also affirmed the B2
senior secured rating of Vogue's bank facilities, including the
incremental term loan. Proceeds will fund a distribution to
shareholders. The outlook remains stable.

Moody's views the increase in the term loan to fund a shareholder
distribution as a credit negative, as it will increase leverage
from 3 times (LTM at 9/30/2014) to approximately 4.6 times
debt/EBITDA (including Moody's standard adjustments). Moody's
believes that the dividend is evidence of increasingly aggressive
financial policies. To the extent that other shareholder-friendly
moves further erode the company's credit metrics, the risk of
downgrade will be heightened. Moody's believes that the company's
small scale relative to much larger competitors, its product and
customer concentration, and its moderately high financial leverage
subjects the company to potential earnings volatility. Pro forma
for the increase in the term loan Vogue has limited financial
flexibility to maintain its B2 rating.

That said, Moody's believes that the company's credit metrics will
benefit from ongoing innovations and expanded distribution over
the next 12 to 18 months which will continue to support its strong
growth -- albeit off of a small base. The affirmation of Vogue's
ratings was predicated on Moody's expectation that modest EBITDA
improvement and positive free cash flow in 2015 will enable the
company to reduce its debt-to-EBITDA leverage to around 4.4 times
in the next year.

Ratings Affirmed:

Vogue International LLC:

  Corporate Family Rating, at B2

  Probability of Default Rating, at B3-PD

  $30 million senior secured revolving credit facility expiring
  2019 at B2 (LGD 3)

  $620 million senior secured term loan (currently $618 million
  outstanding) due 2020 at B2 (LGD 3)

Outlook Stable

Ratings Rationale

Vogue's B2 CFR reflects its modest scale, limited operating
history at current sales levels, narrow product focus, high
customer concentration, strong competition and moderately high
pro-forma leverage. Moody's nevertheless believes that revenue
growth will slow to a level closer to the low single digit
category growth rate as distribution gains moderate, and that
earnings are vulnerable to changing customer demand and competitor
actions. Moody's projects that Vogue's moderate debt-to-EBITDA
leverage (4.6x LTM 9/30/14 incorporating Moody's standard
adjustments) will decline over the next 12 months as the company
continues to grow. However, leverage is vulnerable to swings based
on anticipated EBITDA volatility and event risk under partial
private equity ownership. Vogue is also heavily reliant on its
founder, which creates succession risk. Vogue's ratings are
supported by its good market position in a niche segment of the
mass hair care category, recent significant market share gains,
and positive projected free cash flow. The company has good
insight into consumer preferences for shampoos and conditioners
and is benefiting from significant distribution gains in recent
years.

Vogue's stable rating outlook reflects Moody's view that the
company will continue to benefit from distribution gains to grow
revenue and EBITDA over the next 12 months and that the company
will maintain a good liquidity position. Moody's projects that
debt-to-EBITDA leverage will decline to around 4.4times over the
next 12 months.

Customer or competitor actions that pressure Vogue's revenue and
EBITDA through a deterioration in market share, retail
distribution or pricing could result in a downgrade. Acquisitions,
shareholder distributions or other actions that increase debt-to-
EBITDA leverage above 4.5x on a sustained basis, or a
deterioration in liquidity could also result in a downgrade.

An upgrade is unlikely at this time, but could be considered if
Vogue increases its scale and product diversity, demonstrates a
longer-term track record of profitable growth, and develops a
solid succession plan. Vogue would also need to maintain
conservative financial policies including debt-to-EBITDA leverage
below 3.0x and maintain a good liquidity position to be considered
for an upgrade.

The principal methodology used in this rating was Global Packaged
Goods published in June 2013. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Vogue, headquartered in Clearwater, FL, develops, markets,
distributes and sells hair care products primarily to mass market
consumers. Vogue's main brand is OGX, with its styling brand -- FX
Effects -- accounting for less than 5% of revenue. Vogue is 51%
owned by its founder Todd Christopher, and 49% by The Carlyle
Group. Revenue for the 12 months ended September 2014 was less
than $250 million.


VOGUE INT'L: S&P Retains 'B' CCR After $205MM Debt Issuance
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Florida-based Vogue International LLC, including its 'B' corporate
credit rating and 'B' debt rating on the company's secured credit
facility, are unchanged following the proposed $205 million
incremental first-lien term debt issuance.  The transaction would
have identical terms to the existing outstanding term debt.  S&P's
'3' recovery rating for the secured credit facility, reflecting
its expectation of meaningful (50%-70%) recovery for the lenders
in case of a payment default, is also unchanged and is on the low
end of the expected recovery range.

S&P expects the company to use proceeds from this transaction,
together with on-balance-sheet cash, to fund a shareholder
dividend.  As a result of the proposed transaction, S&P estimates
adjusted leverage increases to about 4.7x for the 12 months ended
Sept. 30, 2014, from about 3.1x prior to the transaction.  S&P
expects credit metrics will remain in line with indicative ratios,
including leverage between 4x and 5x and funds from operations to
total debt above 12%, for the "aggressive" financial profile over
the next year through continued good operating performance and
some debt reduction.  S&P expects the company will continue to
grow through increased penetration in the U.S., product launches,
and international expansion.  The business risk profile remains
"weak", given its relatively narrow product/brand focus in the
highly competitive hair care products industry, and its small size
compared to much larger and more diversified personal care
players, such as Procter & Gamble and Unilever.

RATINGS LIST

Vogue International LLC
Corporate credit rating                B/Stable/--
Senior secured
  $30 mil. revolver due 2019            B
   Recovery rating                      3
  $620 mil. term loan due 2020          B
   Recovery rating                      3


WESTMORELAND COAL: Priced $350MM Offering of 8.75% Senior Notes
---------------------------------------------------------------
Westmoreland Coal Company had priced a private offering of
approximately $350 million principal amount of 8.75% Senior
Secured Notes due 2022.  Westmoreland intends to use the proceeds
from the Notes offering, together with proceeds from its
previously announced Senior Secured Term Loan due 2020 and cash on
hand, to fund the consideration payable in connection with its
previously announced tender offer and consent solicitation for its
outstanding 10.75% Senior Secured Notes due 2018.  The Notes
offering is expected to close on Dec. 16, 2014, subject to
customary closing conditions.

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

                      About Westmoreland Coal

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

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

                           *     *     *

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

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


WHITING PETROLEUM: Moody's Hikes Corporate Family Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded Whiting Petroleum Corporation's
(Whiting) Corporate Family Rating (CFR) to Ba1 from Ba2 and its
Probability of Default Rating (PDR) to Ba1-PD from Ba2-PD. Moody's
confirmed Whiting's Ba2 rated senior unsecured notes and Ba3 rated
senior subordinated notes, and changed its Speculative Grade
Liquidity (SGL) Rating to SGL-3 from SGL-2. At the same time,
Moody's upgraded Kodiak Oil & Gas Corp.'s (Kodiak) senior
unsecured notes to Ba2 from B3 and withdrew the CFR, PDR, and SGL
ratings at Kodiak. This concludes the ratings review initiated on
July 14, 2014. The rating outlooks for Whiting and Kodiak are
stable.

These rating actions follow the completion of Whiting's
acquisition of Kodiak in an all-stock transaction valued at about
$4.2 billion, including Kodiak's debt of $2.4 billion. Whiting's
senior management team will run the combined company, and two of
Kodiak's directors, its Chairman and Chief Executive Officer and
its Executive Vice President of Business Development, will join
Whiting's board of directors. Effective with the close of the
transaction, Kodiak will become an indirect wholly-owned
subsidiary of Whiting.

"The upgrade of Whiting's CFR to Ba1 reflects the benefits of the
Kodiak acquisition, with Whiting gaining basin intensification in
its already established position in the Williston Basin,"
commented Gretchen French, Moody's Vice President. "With the
Kodiak assets, Whiting will have a larger production base and
deeper drilling inventory, which should enable enhanced drilling
and operating efficiencies."

Issuer: Whiting Petroleum Corporation

Corporate Family Rating, upgraded to Ba1 from Ba2

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

Senior Unsecured Bonds, confirmed at Ba2 (LGD4)

Senior Subordinated Bond, confirmed at Ba3 (LGD6)

Subordinated Shelf, confirmed at (P)Ba3

Senior Unsecured Shelf, confirmed at (P)Ba2

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

Outlook stable

Issuer: Kodiak Oil & Gas Corp.

Corporate Family Rating, withdrawn

Probability of Default Rating, withdrawn

Senior Unsecured Bonds, upgraded to Ba2 (LGD4) from B3 (LGD5)

Speculative Grade Liquidity Rating, withdrawn

Outlook stable

Ratings Rationale

Whiting's Ba1 Corporate Family Rating (CFR) reflects the company's
scale of reserves and production, with long-lived reserves, a deep
drilling inventory, and a demonstrated track record of growing its
oil weighted production profile organically with good returns. The
company has a history of financing acquisitions conservatively
with equity, and maintaining supportive credit metrics through
commodity price cycles, including a track record of pursing asset
sales, reducing capital spending levels, and issuing equity during
periods of weak commodity prices.

The Ba1 rating is restrained by the company's asset concentration
in the Williston Basin, which accounts for over 80% of its pro
forma production profile, and by the company's heavy capital
spending levels in excess of cash flow. In addition, the rating is
constrained by the company's higher financial leverage stemming
from the recently closed Kodiak acquisition, and the challenge of
limiting debt increases in a considerably weaker oil price
environment in 2015 and early 2016.

Whiting SGL-3 rating reflects an adequate liquidity profile.
Supporting the company's liquidity profile is the significant size
of the company's revolving credit facility, with a large initial
borrowing base and sufficient undrawn capacity projected through
2015. However, the SGL-3 rating is tempered by Whiting's exposure
to change-of-control provisions in Kodiak's $1.6 billion of notes,
which if fully put to Whiting, would create refinancing needs for
up to $1 billion in debt before year-end 2015.

The confirmation of Whiting's senior unsecured notes at Ba2, one
notch below its Ba1 CFR, reflects the increase in the size of
Whiting's new secured credit facility as compared to the unsecured
notes. The unsecured notes are contractually subordinated to
Whiting's new $2.5 billion secured revolving credit facility and
any potential draws on its new $1 billion delayed draw facility.
Whiting's subordinated notes are rated two notches below its CFR,
at Ba3, reflecting their junior position to both Whiting's credit
facility and senior unsecured notes. Moody's rated the
subordinated notes one notch lower than the result indicated by
Moody's Loss Given Default methodology in order to reflect a one-
notch rating difference with Whiting's senior unsecured notes.

The upgrade of Kodiak's unsecured notes to Ba2 from B3 reflects
the both Whiting Petroleum Corporation's and Whiting Oil and Gas
Corporation's guarantee of Kodiak's unsecured notes, which became
effective at closing of the acquisition. Kodiak's unsecured notes
are rated in line with Whiting's unsecured notes and one notch
below Whiting's CFR, reflecting their contractual subordination to
the company's $2.5 billion secured revolving credit facility and
any potential draws on its $1 billion delayed draw facility.

The rating outlook is stable, and assumes Whiting will limit
further debt increases, with cash flow outspending being financed
through assets sale.

Whiting's ratings could be upgraded to the extent that the
company's production and reserve base is further diversified,
reducing its concentration in the Williston Basin, and financial
leverage profile significantly improves (debt/production
maintained below $20,000/boe).

Whiting's ratings could be downgraded to the extent that the
company faces increased leverage (debt/production approaching
$40,000/boe and retained cash flow/debt sustained below below
25%).

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

Whiting Petroleum Corporation is an independent exploration and
production company headquartered in Denver, Colorado.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In re Jerry J. Majek and Martha Ann Majek
   Bankr. S.D. Tex. Case No. 14-20481
      Chapter 11 Petition filed December 1, 2014

In re B & M Excavating & Hauling, Inc
        aka B & M Contracting, Inc.
   Bankr. D. Ariz. Case No. 14-17775
      Chapter 11 Petition filed December 2, 2014
         See http://bankrupt.com/misc/azb14-17775.pdf
         represented by: Charles R. Hyde, Esq.
                         LAW OFFICES OF C.R. HYDE
                         E-mail: crhyde@gmail.com

In re Peter F. Alaimo
   Bankr. D. Conn. Case No. 14-51823
      Chapter 11 Petition filed December 2, 2014

In re CLC Properties, LLC
   Bankr. D. Conn. Case No. 14-51827
      Chapter 11 Petition filed December 2, 2014
         See http://bankrupt.com/misc/ctb14-51827.pdf
         represented by: Joseph J. Romanello, Esq.
                         ROMANELLO LAW FIRM, LLC
                         E-mail: jjr@romanellolawfirm.com

In re PMG, Inc.
   Bankr. N.D. Ga. Case No. 14-73705
      Chapter 11 Petition filed December 2, 2014
         represented by: Joseph H. Turner, Esq.
                         JOSEPH H. TURNER JR. P.C.

In re Richard M. Sabbun
   Bankr. C.D. Ill. Case No. 14-72106
      Chapter 11 Petition filed December 2, 2014

In re Patrick Evans McPhail
   Bankr. S.D. Ill. Case No. 14-41323
      Chapter 11 Petition filed December 2, 2014

In re 9800 Liberty Road, LLC
   Bankr. D. Md. Case No. 14-28341
      Chapter 11 Petition filed December 2, 2014
         See http://bankrupt.com/misc/mdb14-28341.pdf
         represented by: Lawrence Heffner, Esq.
                         RUSSELL & HEFFNER, LLC
                         E-mail: lheffner@prodigy.net

In re Blair A. Isom and Shannon Isom
   Bankr. D. Nev. Case No. 14-17953
      Chapter 11 Petition filed December 2, 2014

In re Vincent William Goett
   Bankr. D. Nev. Case No. 14-17960
      Chapter 11 Petition filed December 2, 2014

In re Alux Real Estate, LLC
   Bankr. S.D. Tex. Case No. 14-70660
      Chapter 11 Petition filed December 2, 2014
         See http://bankrupt.com/misc/txsb14-70660.pdf
         Filed Pro Se

In re Leslie Patterson, Jr. and Francene Victoria Patterson
   Bankr. E.D. Va. Case No. 14-14469
      Chapter 11 Petition filed December 2, 2014

In re Uniserve Construction, Inc.
   Bankr. E.D. Ark. Case No. 14-16408
     Chapter 11 Petition filed December 3, 2014
         See http://bankrupt.com/misc/areb14-16408.pdf
         represented by: Kevin P. Keech, Esq.
                         KEECH LAW FIRM, P.A.
                         E-mail: kkeech@keechlawfirm.com

In re Uniserve, LLC
   Bankr. E.D. Ark. Case No. 14-16409
     Chapter 11 Petition filed December 3, 2014
         See http://bankrupt.com/misc/areb14-16409.pdf
         represented by: Kevin P. Keech, Esq.
                         KEECH LAW FIRM, P.A.
                         E-mail: kkeech@keechlawfirm.com

In re Universal Industrial Management Group, LLC
   Bankr. E.D. Ark. Case No. 14-16410
     Chapter 11 Petition filed December 3, 2014
         See http://bankrupt.com/misc/areb14-16410.pdf
         represented by: Kevin P. Keech, Esq.
                         KEECH LAW FIRM, P.A.
                         E-mail: kkeech@keechlawfirm.com

In re Steve E. Shadd
   Bankr. M.D. Fla. Case No. 14-05858
      Chapter 11 Petition filed December 3, 2014

In re John J. Doyle
   Bankr. M.D. Fla. Case No. 14-05860
      Chapter 11 Petition filed December 3, 2014

In re Dudley Gardner Teel and Susan Ann Teel
   Bankr. S.D. Fla. Case No. 14-36549
      Chapter 11 Petition filed December 3, 2014

In re Bernard Eseroghene Rerri
   Bankr. S.D. Ill. Case No. 14-41327
      Chapter 11 Petition filed December 3, 2014

In re John Bernard Vincent
   Bankr. D. Nev. Case No. 14-51993
      Chapter 11 Petition filed December 3, 2014

In re 1 Schenectady Management Corp.
   Bankr. E.D.N.Y. Case No. 14-46105
     Chapter 11 Petition filed December 3, 2014
         See http://bankrupt.com/misc/nyeb14-46105.pdf
         Filed Pro Se

In re Jaime L. Vazquez Bernier
   Bankr. D.P.R. Case No. 14-09929
      Chapter 11 Petition filed December 3, 2014

In re Martha Lucia Tabares
   Bankr. E.D. Va. Case No. 14-14476
      Chapter 11 Petition filed December 3, 2014

In re Team Ventana, LLC
   Bankr. D. Ariz. Case No. 14-17915
     Chapter 11 Petition filed December 4, 2014
         See http://bankrupt.com/misc/azb14-17915.pdf
         represented by: James Portman Webster, Esq.
                         JAMES PORTMAN WEBSTER LAW OFFICE, PLC
                         E-mail: jim@jpwlegal.com

In re Dahill Donofrio
   Bankr. D. Conn. Case No. 14-51834
      Chapter 11 Petition filed December 4, 2014

In re Susan E. Reynolds
   Bankr. N.D. Ill. Case No. 14-43475
      Chapter 11 Petition filed December 4, 2014

In re John L. Anderson and Kristie A. Anderson
   Bankr. D. Mont. Case No. 14-61358
      Chapter 11 Petition filed December 4, 2014

In re Young Jae Lim
   Bankr. D.N.J. Case No. 14-34577
      Chapter 11 Petition filed December 4, 2014

In re Advance Concept Construction, LLC
        dba Advance Concept Group
   Bankr. D. N.M. Case No. 14-13554
     Chapter 11 Petition filed December 4, 2014
         See http://bankrupt.com/misc/nmb14-13554.pdf
         represented by: Koo Im Sakayo Tong, Esq.
                         MOORE, BERKSON, & GANDARILLA, P.C.
                         E-mail: kooimt@swcp.com

In re RP & MM Holding Inc.
        aka Robert C. Pastore
   Bankr. S.D.N.Y. Case No. 14-23669
     Chapter 11 Petition filed December 4, 2014
         See http://bankrupt.com/misc/nysb14-23669.pdf
         Filed Pro Se

In re N&G Corp.
        dba GNS Corp.
   Bankr. S.D.N.Y. Case No. 14-23670
     Chapter 11 Petition filed December 4, 2014
         See http://bankrupt.com/misc/nysb14-23670.pdf
         represented by: Michael A. Koplen, Esq.
                         LAW OFFICES OF MICHAEL A. KOPLEN
                         E-mail: Atty@KoplenLawFirm.com

In re Elite Properties of Greenville, Inc.
   Bankr. E.D.N.C. Case No. 14-07008
     Chapter 11 Petition filed December 4, 2014
         See http://bankrupt.com/misc/nceb14-07008.pdf
         represented by: John G. Rhyne, Esq.
                         JOHN G. RHYNE, ATTORNEY AT LAW
                         E-mail: johnrhyne@johnrhynelaw.com

In re John Raymond Hoy
   Bankr. D. S.C. Case No. 14-06923
      Chapter 11 Petition filed December 4, 2014

In re William F. Lovett
   Bankr. E.D. Pa. Case No. 14-19597
      Chapter 11 Petition filed December 4, 2014

In re Timothy M. Ryan, Jr.
   Bankr. W.D. Pa. Case No. 14-70855
      Chapter 11 Petition filed December 4, 2014

In re Shirley Delmaro
   Bankr. S.D. Tex. Case No. 14-36745
      Chapter 11 Petition filed December 4, 2014

In re Emanuel Etim Etuks
   Bankr. W.D. Wash. Case No. 14-46425
      Chapter 11 Petition filed December 4, 2014

In re Nellis Seafood No. 66, L.C.
   Bankr. D. Ariz. Case No. 14-17924
     Chapter 11 Petition filed December 5, 2014
         See http://bankrupt.com/misc/azb14-17924.pdf
         represented by: Scott B. Cohen, Esq.
                         ENGELMAN BERGER, P.C.
                         E-mail: SBC@ENGELMANBERGER.COM

In re Daniel E. Martyn, Jr. and Karen Rose Martyn
   Bankr. C.D. Cal. Case No. 14-12669
      Chapter 11 Petition filed December 5, 2014

In re ProIRB Plus, Inc.
   Bankr. M.D. Fla. Case No. 14-14185
     Chapter 11 Petition filed December 5, 2014
         See http://bankrupt.com/misc/flmb14-14185.pdf
         represented by: Sheila D. Norman, Esq.
                         NORMAN AND BULLINGTON, P.A.
                         E-mail: sheila@normanandbullington.com

In re Miguel Angel Rodriguez
   Bankr. S.D. Fla. Case No. S.D. Fla.
      Chapter 11 Petition filed December 5, 2014

In re People's Community Health Centers, Inc.
   Bankr. D. Md. Case No. 14-28461
     Chapter 11 Petition filed December 5, 2014
         See http://bankrupt.com/misc/nmb14-28461.pdf
         Filed Pro Se

In re William C. Montgomery and Debra L. Montgomery
   Bankr. N.D. Miss. Case No. 14-14470
      Chapter 11 Petition filed December 5, 2014

In re Harry E. Dembner
   Bankr. D.N.J. Case No. 14-34613
      Chapter 11 Petition filed December 5, 2014

In re Far Rockaway Blvd Realty Inc
   Bankr. E.D.N.Y. Case No. 14-46152
     Chapter 11 Petition filed December 5, 2014
         See http://bankrupt.com/misc/nyeb14-46152.pdf
         Filed Pro Se

In re Aero Lounge, Inc.
        dba Skyline Bar Lounge
   Bankr. S.D.N.Y. Case No. 14-13342
     Chapter 11 Petition filed December 5, 2014
         See http://bankrupt.com/misc/nysb14-13342.pdf
         represented by: Douglas J. Pick, Esq.
                         PICK & ZABICKI LLP
                         E-mail: dpick@picklaw.net

In re Barry Harrison
   Bankr. S.D.N.Y. Case No. 14-23676
      Chapter 11 Petition filed December 5, 2014

In re Thomas S. Anderson
   Bankr. M.D. Tenn. Case No. 14-09568
      Chapter 11 Petition filed December 5, 2014

In re Jay Patel and Jasumati Jayantibhai Patel
   Bankr. D. Ariz. Case No. 14-17962
      Chapter 11 Petition filed December 6, 2014

In re DCI United Properties, LLC
   Bankr. N.D. Ohio Case No. 14-17660
     Chapter 11 Petition filed December 6, 2014
         See http://bankrupt.com/misc/ohnb14-17660.pdf
         represented by: Irving S. Bergrin, Esq.
                         E-mail: ibergrin@aol.com
In re Terrance Gail Carson and Diana Lynn Carson
   Bankr. D. Ariz. Case No. 14-17984
      Chapter 11 Petition filed December 8, 2014

In re Edward C. Lukas and Linda J. Lukas
   Bankr. C.D. Cal. Case No. 14-12675
      Chapter 11 Petition filed December 8, 2014

In re Shaina Lenny Lisnawati
   Bankr. E.D. Cal. Case No. 14-31890
      Chapter 11 Petition filed December 8, 2014

In re Merry N.J., Inc.
   Bankr. D. Idaho Case No. 14-41365
     Chapter 11 Petition filed December 8, 2014
         See http://bankrupt.com/misc/idb14-41365.pdf
         represented by: Steven L. Taggart, Esq.
                         MAYNES TAGGART, PLLC
                         E-mail: staggart101@gmail.com

In re Ronald Eugene Hayman
   Bankr. S.D. Ind. Case No. 14-11010
      Chapter 11 Petition filed December 8, 2014

In re Rouchdi Rifai
   Bankr. E.D. Mich. Case No. 14-58785
      Chapter 11 Petition filed December 8, 2014

In re James Alexander Mason, Jr.
   Bankr. E.D.N.C. Case No. 14-07105
      Chapter 11 Petition filed December 8, 2014

In re Monarca Home Health, Inc.
   Bankr. W.D. Tex. Case No. 14-53033
     Chapter 11 Petition filed December 8, 2014
         See http://bankrupt.com/misc/txwb14-53033.pdf
         represented by: David T. Cain, Esq.
                         LAW OFFICE OF DAVID T. CAIN
                         E-mail: caindt@swbell.net

In re Stephen D. Harm
   Bankr. W.D. Wis. Case No. 14-15097
      Chapter 11 Petition filed December 8, 2014



                             *********

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
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Don't be fooled.  Assets, for example, reported at historical cost
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

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Troubled Company Reporter is a daily newsletter co-published
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