TCR_Public/141212.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 12, 2014, Vol. 18, No. 345

                            Headlines

2141 FOREST: Bid to Stay Dismissal Order Pending Appeal Denied
24 HOUR FITNESS: Bally Total Deal No Impact on Moody's B2 CFR
ADVANCED MICRO DEVICES: To Transfer Stock Listing to NASDAQ
AEREO INC: Section 341 Meeting of Creditors Set for Jan. 14
AEROSYSTEMS INC: Moody's Puts 'B2' CFR on Review for Upgrade

AGSTAR FINANCIAL: S&P Affirms 'BB-' Preferred Notes Rating
ALPHABET HOLDING: Moody's Alters Outlook to Neg., Affirms B2 CFR
ALSIP ACQUISITION: US Trustee Appoints Creditors' Committee
AMERICAN APPAREL: Lion/Hollywood Appoints Gene Montesano to Board
AMERICAN LASER: Chapter 7 Petition Filed

ANDREWS SQUARE: Case Summary & 7 Unsecured Creditors
ANIXTER INT'L: Fitch Affirms 'BB+' IDR; Outlook Stable
ARCTIC GLACIER: Private-Equity Firm Seeks Buyers
ARMSTRONG WORLD: DLW Unit Files for Insolvency in Germany
BAKERCORP INT'L: Moody's Lowers Corp. Family Rating to Caa1

BANK OF THE CAROLINAS: Stockholders Elected 9 Directors
BERNARD L. MADOFF: Inner Circle Faces Reckoning as Prison Looms
BERRY & BERRY: Amended Plan Doesn't Comply With Sec. 1129(a)(8)
CAESARS ENTERTAINMENT: Reaches Tentative Deal for Largest Unit
CAESARS ENTERTAINMENT: Elliott to Buy Swaps Amid Bankruptcy Talks

CHRYSLER GROUP: Wins Reversal on $50M Ch. 11 Tax Dispute
CLINE MINING: Seeks U.S. Recognition of CCAA Case
CLINE MINING: Terms of Proposed Recapitalization Plan
CLINE MINING: Ontario Court Sets Jan. 13 as Claims Bar Date
CLINE MINING: Ontario Court Names FTI Consulting as CCAA Monitor

CLINE MINING: Canadian Creditors' Meeting Slated for January 21
CLINE MINING: TRO Issued; Injunction Hearing Today
CLINE MINING: Court Issues Joint Administration Order
COMDISCO HOLDING: Earns $855,000 in Fiscal Yr. Ended Sept. 30
CONN'S INC: Moody's Changes Rating Outlook on Ba3 CFR to Negative

CONNECTEDU INC: CSM Wants Clear Regulation of Student Data
CRYOPORT INC: Issues $415,000 Notes to Investors
DEB STORES: Headed for GOB Sales After Rival Offers in Ch. 11
DEB STORES: Proposes $25-Mil. of DIP Financing From PNC
DEB STORES: Proposes Epiq as Claims and Notice Agent

DEB STORES: Has Interim Authority to Tap $23MM in DIP Loans
DEB STORES: To Begin Store Closings Jan. 9
DEB STORES: Names Timothy Boates as Restructuring Officer
ELECTRICAL COMPONENTS: Moody's Affirms B2 Corporate Family Rating
ENERGY FUTURE: Aims for Quick Ch 11 Exit; Discloses Attorney Fees

ENTERCOM COMMUNICATIONS: Lincoln Deal No Impact on Moody's B2 CFR
EXIDE TECHNOLOGIES: Enters Into Amended Plan Support Agreement
EXPRESS INC: S&P Revises Outlook to Negative on Weak Performance
F & B GARDENS: Case Summary & 4 Unsecured Creditors
FINJAN HOLDINGS: Sells Subsidiary for $675,000

FOREST OIL: Fails to Meet NYSE's $1 Bid Price Rule
GARY DOURDAN: Ex-Girlfriend Wants Cash for Alleged Assault
GCI INC: Moody's Assigns Ba2 Rating on New $275MM Term Loan
GEORGE BAVELIS: 6th Circuit Affirms Judgment Against Ted Doukas
GRAFTECH INTERNATIONAL: S&P Lowers CCR to 'BB-'; Outlook Negative

GREEN ISLAND: Moody's Maintains Ba1 Rating on Power System Bonds
HAPPY TYMES FAMILY: Voluntary Chapter 11 Case Summary
HILL RD HOTEL: Case Summary & 7 Unsecured Creditors
HRTEC INC: Voluntary Chapter 11 Case Summary
HRTEC INC: 2nd Voluntary Chapter 11 Case Summary

HUTCHESON MEDICAL: US Trustee Appoints Creditors' Committee
IRACORE INT'L: Moody's Cuts CFR to Caa1, Outlook Negative
ITHACA ENERGY: Moody's Affirms Caa1 rating on Sr. Unsecured Notes
J.C. PENNEY: May Never Recover From Sales Slump, NY Post Says
JAMES E. COFIELD: Court Dismisses Appeal for Lack of Jurisdiction

JAMES LEE NICKESON: Cross-Motions for Partial Judgment Denied
KEY ENERGY: S&P Raises Rating on $675MM Sr. Unsec. Notes to 'BB-'
KANGADIS FOOD: Cleared to Exit Bankruptcy After Settling Lawsuit
LAKELAND INDUSTRIES: Incurs $2.5-Mil. Net Loss in Third Quarter
LAKSHMI HOSPITALITY: US Trustee to Hold Creditors' Meeting Jan. 27

LBI MEDIA: Moody's Assigns Caa3 Rating on New $204MM Notes
LEVEL 3: Southeastern Asset Reports 16.5% Stake as of Dec. 10
MACK-CALI REALTY: Moody's Lowers Preferred Shelf Rating to (P)Ba1
MACKEYSER HOLDINGS: Dec. 15 Hearing on Settlement Agreement
MARITIME TELECOMMUNICATIONS: S&P Affirms 'B-' CCR; Outlook Stable

MATAGORDA ISLAND: Dec. 16 Hearing on Bid for Case Conversion
MAUDORE MINERALS: Posts Net Loss of $19.7MM in Third Quarter
MCGRAW-HILL SCHOOL: Fitch Affirms 'B' Issuer Default Rating
METRO FUEL: Plea In Works for Exec Hit With $30M Bank Fraud Rap
MF GLOBAL: Underwriters Settle Class-Action Suit for $74 Million

MOLYCORP INC: S&P Raises CCR to 'CCC+'; Outlook Negative
MONROE HOSPITAL: Dec. 29 Hearing on Adequacy of Plan Outline
MUSKIE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
NAUTILUS HOLDINGS: Plan Confirmation Hearing Set for January 9
NAUTILUS HOLDINGS: Goes to Mediation in Advance of Plan Hearing

NAVISTAR INTERNATIONAL: To Release Q4 Financial Results Next Week
NEOGENIX ONCOLOGY: OK'd to Incur $2.5MM Exit Loan from ALJ Capital
NEW LOUISIANA: Pepper Hamilton Retention Effective Oct. 8
NEWLEAD HOLDINGS: Incurs $47.7 Million Net Loss in H1 2014
NII HOLDINGS: Taps PricewaterhouseCoopers on Audit-Related Work

NORTHEAST WATER: Case Summary & 20 Largest Unsecured Creditors
NORTHLAND HOLDINGS: Case Summary & 15 Top Unsecured Creditors
OPEN RANGE: USDA Liable for $10-Mil. Claims, Fed. Circ. Told
OUTLAW RIDGE: Has Until March 4 to Propose Chapter 11 Plan
PALMETTO SCHOLARS: S&P Assigns 'BB' Rating on 2014B Revenue Bonds

PETTERS COMPANY: Dec. 16 Hearing on Intercreditor Agreement
PLY GEM HOLDINGS: JPMorgan Holds 1.8% Stake as of Nov. 28
POTOMAC SUPPLY: Counsel's Retention of $500K Deposit Is Proper
PPL CAPITAL: Fitch Affirms 'BB+' Rating on Jr. Subordinated Notes
PROTECTIVE LIFE: Fitch Retains 'BB+' Rating on CreditWatch Pos.

RADIOSHACK CORP: Resolving Creditor Dispute Won't Stop Demise
RADIOSHACK CORP: To Cut More Costs as Losses Mount
RADIOSHACK CORP: To End 401(k) Retirement Matching to Cut Costs
RENTPATH INC: New $30MM Debt Change No Impact on Moody's B2 CFR
REVEL AC: Atlantic City Fails to Recover Taxes at Tax-Lien Sale

SABRA HEALTH: Fitch Assigns 'BB+' Issuer Default Rating
SANDERS LARIOS: Involuntary Chapter 11 Case Summary
SANDRINE'S LIMITED: Case Summary & 20 Largest Unsecured Creditors
SELCO CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
SILVERADO STREET: Files for Chapter 11 with $11.3-Mil. Debt

SMILE BRANDS: Moody's Lowers Corporate Family Rating to Caa1
SOLEDAD REDEVELOPMENT: S&P Cuts Rating on Increment Bonds to 'BB'
SOPA SQUARE: BC Court Approves Purchase & Sale Agreement
SOUTHEAST POWERGEN: S&P Rates $480MM Sr. Secured Term Loan 'BB'
SPECIALTY PRODUCTS: Court Confirms Ch. 11 Reorganization Plan

SPECIALTY PRODUCTS: RPM Brings Finality to Bondex Asbestos Costs
SPRINT CORP: Fitch Affirms 'B+' Issuer Default Rating
TOMAHAWK OIL: Case Summary & 2 Unsecured Creditors
TRANSLOADING SERVICES: Case Summary & 13 Top Unsecured Creditors
TREETOPS ACQUISITION: Gen. Manager Positive About Reorganization

TRI-COUNTY COMMUNITY: Case Summary & 2 Top Unsecured Creditors
TRUMP ENTERTAINMENT: Gaming Partners Settle as Ch. 7 Hearing Looms
TRUMP ENTERTAINMENT: Delays Potential Taj Closing
VISION INDUSTRIES: Chapter 11 Case Converted to Chapter 7
WET SEAL: Q3 Results at Low End of Expectations

WET SEAL: Warns of Potential Bankruptcy Filing
YESHIVA UNIVERSITY: Moody's Affirms B3 Rating on $314.5MM Bonds

* 11 Hospitals Filed for Bankruptcy in 2014, Says Becker's
* Rep. Marino Tapped to Become New House Antitrust Chair

* Fitch: U.S. High Yield Default Rate 1.5-2% in 2015
* Fitch: Changes to Ch. 11 Could Pressure 1st Lien Recoveries

* BOOK REVIEW: Macy's for Sale


                             *********


2141 FOREST: Bid to Stay Dismissal Order Pending Appeal Denied
--------------------------------------------------------------
Judge Edward M. Chen of the U.S. District Court for the Northern
District of California denied an emergency ex-parte motion for
stay pending appeal in the lawsuit captioned Monica Hujazi, et al.
v. Otto Miller, et al., Case No. C-14-4852 EMC.

Plaintiffs-Appellants Monica Hujazi and 2141 Forest View LLC filed
the bankruptcy appeal on October 31, 2014.

On November 25, 2014, Forest View filed an emergency ex parte
motion requesting the District Court stay an order of the U.S.
Bankruptcy Court for the Northern District of California
dismissing Forest View's Chapter 11 bankruptcy petition.

Forest View seeks an emergency stay order from the District Court
because Defendant-Appellee Otto Miller has scheduled a foreclosure
to occur on Forest View's property for December 1, 2014.

Ms. Hujazi is the sole owner of 2141 Forest View LLC, and Forest
View LLC is the sole owner of the piece of real property located
at 2141 Forest View Avenue, in Hillsborough, California.  Ms.
Hujazi lives on the Property with her teenage daughter.

On September 29, 2014, the Bankruptcy Court dismissed Forest
View's Chapter 11 bankruptcy filings.  The Bankruptcy Court
explained that it believed that the petition was "filed not for
the legitimate purpose of reorganization, which does not appear
possible, but to delay creditors in bad faith."  The judge noted
that Forest View filed a reorganization plan without a required
disclosure statement, and that the proposed plan was further
"unconfirmable" on the merits.

After recounting the various defects in the reorganization plan,
the judge concluded that it was "dead in the water."  The
Bankruptcy Court then noted numerous other defects in Forest
View's filings.  For instance, Forest View apparently "disputes
the validity of Mr. Miller's lien, but has taken no action
whatsoever to adjudicate that issue in this Court or any other."
Forest View sought a stay pending appeal from the bankruptcy
judge, but its motion was denied on November 19, 2014.

Judge Chen noted that Forest View has made absolutely no showing
in its emergency motion that the Bankruptcy Court's orders were
even erroneous, let alone clearly so.  He adds that Forest View
has not cited anything to the District Court Court that would even
call into question the Bankruptcy Court's finding of bad faith.
The bankruptcy judge concluded, based on her knowledge of Ms.
Hujazi's demonstrated "persistent . . . gross mismanagement" and
"glib disregard for the provisions of the Bankruptcy Code" in a
different bankruptcy filing, and Ms. Hujazi's resistance to the
appointment of a trustee in the Forest View bankruptcy, that she
could not be trusted with the fiduciary duties as the Debtor's
responsible individual; it was also evidence of her bad faith in
filing the bankruptcy petition.  Judge Chen said he sees nothing
clearly erroneous with that conclusion.

Because Forest View has not established that it is "likely to
succeed on the merits of the appeal," Judge Chen ruled that its
emergency motion for a stay pending appeal is denied.

Appellants Monica Hujazi and 2141 Forest View are represented by:

          Bradley Mark Kass, Esq.
          KASS & KASS LAW OFFICES
          520 S El Camino Real, #810
          San Mateo, CA 94402
          Telephone: (650) 579-0612
          Facsimile: (650) 579-0760

Appellee Otto Miller is represented by:

          Harold Mitchell Jaffe, Esq.
          3521 Grand Ave.
          Oakland, CA 946102011
          Telephone: (510) 452-2610
          Facsimile: (510) 452 9125
          E-mail: Jaffe510@aol.com

A full-text copy of the Order dated November 26, 2014, is
available at http://bit.ly/1zwVprhfrom Leagle.com.

2141 Forest View LLC sought Chapter 11 bankruptcy protection in
(Bankr. N.D. Cal. Case No. 14-30856-HLB) on June 4, 2014.  On
September 29, 2014, the Bankruptcy Court dismissed Forest View's
Chapter 11 bankruptcy filings.  Monica Hujazi is the sole owner of
the Debtor and the Debtor is the sole owner of the piece of real
property located at 2141 Forest View Avenue, in Hillsborough,
California.  Ms. Hujazi lives on the Property with her teenage
daughter.


24 HOUR FITNESS: Bally Total Deal No Impact on Moody's B2 CFR
-------------------------------------------------------------
Moody's Investors Service said that 24 Hour Fitness Worldwide,
Inc.'s agreement to purchase 32 Bally Total Fitness clubs for cash
is a credit positive for the company because it expands the
company's club portfolio while slightly reducing leverage. The
investment enhances the company's ability to meet Moody's
expectation that leverage will approach 6.0x by the end of 2015.
The acquisition has no impact on the company's B2 Corporate Family
Rating, its debt instrument ratings, or the stable rating outlook.

The principal methodology used in this rating was Business and
Consumer Service Industry published in December 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.

24 Hour Fitness Worldwide, Inc. is a leading owner and operator of
fitness centers in 18 states and 28 markets, with a majority
located in California and other western states. As of September
30, 2014, the company operated 414 fitness clubs under three key
brand names--24 Hour Fitness Active, 24 Hour Fitness Sport, and 24
Hour Fitness Super Sport. Collectively, these clubs served
approximately 3.8 million members with revenues of about $1.3
billion for the 12 months ended September 30, 2014. 24 Hour
Fitness is jointly-owned by the affiliates of AEA Investors LP and
Ontario Teachers' Pension Plan.


ADVANCED MICRO DEVICES: To Transfer Stock Listing to NASDAQ
-----------------------------------------------------------
AMD announced that it is transferring its stock exchange listing
to The Nasdaq Stock Market from The New York Stock Exchange,
effective after market close on Dec. 31, 2014.  AMD shares are
expected to begin trading as a Nasdaq-listed security on Jan. 2,
2015, and will continue to trade under the symbol AMD.  This
transfer is expected to be seamless for AMD investors and
shareholders.

"We are excited to join other industry-leading technology
companies listed with Nasdaq and believe this move will help AMD
reach investors and shareholders more efficiently and effectively
as we continue transforming the company for long-term growth,"
said Devinder Kumar, senior vice president and chief financial
officer, AMD.

"We are proud to welcome AMD to Nasdaq and look forward to a
successful partnership with the company and its shareholders,"
said Bruce Aust, vice chairman at Nasdaq.

                    About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company.  The Company's products include x86
microprocessors and graphics.

Advanced Micro incurred a net loss of $83 million on $5.29 billion
of net revenue for the year ended Dec. 28, 2013, as compared with
a net loss of $1.18 billion on $5.42 billion of net revenue for
the year ended Dec. 29, 2012.

As of Sept. 27, 2014, the Company had $4.32 billion in total
assets, $3.79 billion in total liabilities and $535 million in
total stockholders' equity.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit and senior unsecured
debt ratings on AMD.

As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded
the long-term Issuer Default Rating (IDR) for Advanced Micro
Devices Inc. (NYSE: AMD) to 'B-' from 'CCC'.  The upgrade
primarily reflects AMD's improved financial flexibility from
recent refinancing activity, which extends meaningful debt
maturities until 2019.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered Advanced Micro Devices' corporate family rating to B2 from
B1.  The downgrade of the corporate family rating to B2 reflects
AMD's prospects for weaker operating performance and liquidity
profile over the next year as the company commences on a multi-
quarter strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


AEREO INC: Section 341 Meeting of Creditors Set for Jan. 14
-----------------------------------------------------------
The meeting of creditors of Aereo Inc. is set to be held on Jan.
14, 2015, at 2:30 p.m., according to a filing with the U.S.
Bankruptcy Court for the Southern District of New York.

The meeting will be held at 80 Broad Street, 4th Floor, in New
York.

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

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

                        About Aereo, Inc.

With headquarters in Boston, Massachusetts, Aereo, Inc., is a
technology company that provided subscribers with the ability to
watch live or "time-shifted" local over-the-air broadcast
television on internet-connected devices, such as personal
computers, tablet devices, and "smartphones."   Aero provided to
each subscriber access, via the internet, to individual remote or
micro-antennas and a cloud-based DVR, which were maintained by the
Debtor in facilities within the local market.

Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 14-13200) in Manhattan, New York, on Nov. 20, 2014.  The
Chapter 11 filing came five months after the U.S. Supreme Court
ruled the Debtor, with respect to live or contemporaneous
transmissions, was essentially performing as a traditional cable
system under the Copyright Act, and thus was violating
broadcasters' copyrights because it wasn't paying broadcasters any
fees.

The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick
LLP, in New York, as counsel.  The Debtors has also engaged Argus
Management Corp. to provide the services of Lawton W. Bloom as CRO
and Peter Sullivan and Scott Dicus as assistant restructuring
officers.  Prime Clerk LLC is the claims and notice agent.

As of the Petition Date, the Debtor's reported total assets were
$20.5 million, and its total undisputed liabilities (primarily
trade debt) were $4.2 million.


AEROSYSTEMS INC: Moody's Puts 'B2' CFR on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service has placed the ratings of Spirit
AeroSystems, Inc., including its Ba2 corporate family rating, Ba1
senior secured and Ba3 senior unsecured debt ratings, under review
for upgrade. The review follows the company's announcement that it
has agreed to transfer its Gulfstream G280 and G650 wing work at
Spirit's facility in Tulsa, Oklahoma, to Triumph Group. Spirit's
exposure to the Gulfstream wings had resulted in costly write-
downs over the last two years and as part of the transaction, the
company has agreed to make a cash payment of $160 million to
Triumph along with the transfer of assets associated with the wing
production including existing inventory, tooling and equipment.
The review for upgrade is also prompted by a marked improvement in
Spirit's operating performance and cash flow generation over
recent quarters. The review will focus on the company's improved
earnings and cash flow profile along with management's future
plans for cash deployment. The review will also consider downside
risk associated with some of Spirit's new and maturing programs
and the company's ability to sustain a less volatile and stronger
credit profile going forward. Concurrent with review for upgrade,
Moody's changed its Speculative Grade Liquidity rating for Spirit
to SGL-2 from SGL-3.

Ratings Rationale

The following summarizes Moody's ratings and the rating actions
for Spirit AeroSystems, Inc.:

  Corporate Family Rating, under review for upgrade from Ba2

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

  $650 million senior secured revolver due 2017, under review for
  upgrade from Ba1, LGD3

  $540 million senior secured term loan due 2020, under review
  for upgrade from Ba1, LGD3

  $300 million senior notes due 2020, under review for upgrade
  from Ba3, LGD5

  $300 million senior notes due 2022, under review for upgrade
  from Ba3, LGD5

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

  Outlook, Ratings Under Review

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

Spirit AeroSystems, Inc., headquartered in Wichita, Kansas, is an
independent non-OEM designer and Tier-1 manufacturer of commercial
aircraft aerostructures. Components include fuselages, pylons,
struts, nacelles, thrust reversers, and wing assemblies, primarily
for Boeing but also for Airbus and others. Revenues are expected
to be almost $7 billion for 2014.


AGSTAR FINANCIAL: S&P Affirms 'BB-' Preferred Notes Rating
----------------------------------------------------------
Standard & Poor's Ratings Services, on Dec. 10, 2014, said it has
reviewed its ratings on U.S. financial services government-related
entities (GREs) by applying its new ratings criteria for nonbank
financial institutions (NBFI), which were published on Dec. 9,
2014.  Subsequently, S&P is affirming its issue ratings on Fannie
Mae, Freddie Mac, the Federal Home Loan Banks (FHLBs), and the
Federal Farm Credit Banks.  S&P is also affirming its issuer
credit ratings on AgFirst FCB, Agribank FCB, AgStar Financial
Services ACA, CoBank ACB, and the Federal Home Loan Banks of
Atlanta, Boston, Chicago, Cincinnati, Dallas, Des Moines,
Indianapolis, New York, Pittsburgh, San Francisco, Seattle, and
Topeka.  The outlooks remain stable.

The NBFI ratings framework is similar to our framework for banks.
S&P starts with an anchor -- the starting point for all NBFI
ratings in a given country -- and adjust the anchor up and down
depending on S&P's assessment of an entity's business position;
capital, leverage, and earnings; risk position; and funding and
liquidity to determine a stand-alone credit profile (SACP).
Lastly, the criteria consider potential support from governments
or corporate groups before setting the issuer credit rating (ICR)
and debt ratings.

The preliminary anchor for U.S. NBFI finance companies (as defined
by the NBFI criteria) is three notches below the U.S. bank anchor.
However, S&P adjusts the anchor for these GREs.  S&P's 'bbb+'
anchor for U.S. GREs reflects S&P's view of the sector's economic
and industry risk.  S&P views the GREs' industry risk as largely
similar to banks' because of their material regulatory oversight
and federally chartered institutional framework that preserves
their competitive positions and generates stable revenue streams.
It also reflects S&P's view that their strong capital and
liquidity positions are similar to banks' and that, although they
do not have deposit franchises, their funding risk is low given
their access to low-cost funds from very liquid capital markets
because of their special government-related status.  In S&P's
view, these characteristics render the anchor for GREs at 'bbb+',
the same level as our U.S. bank anchor, which is derived from
S&P's Banking Industry Country Risk Assessments.  S&P adjusts its
ratings from the starting point of the anchor based on the
individual characteristics of the rated organizations.

RATINGS LIST

Ratings Affirmed

Federal Farm Credit Banks
Senior Unsecured                       AA+/Stable
Senior Unsecured                       A-1+

AgFirst FCB
Issuer Credit Rating                   AA-/Stable/A-1+
  Preferred                             BBB+

Agribank FCB
Issuer Credit Rating                   AA-/Stable/--
  Subordinated                          A-
  Preferred                             BBB+

AgStar Financial Services ACA
Issuer Credit Rating                   BBB-/Stable/--
  Preferred                             BB-

CoBank ACB
Issuer Credit Rating                   AA-/Stable/--
  Subordinated                          A-
  Preferred                             BBB+

Federal Home Loan Banks
Senior Unsecured                       AA+
Senior Unsecured                       AA+/A-1+
Senior Unsecured                       AA+/Stable
Short-Term Debt                        A-1+

Federal Home Loan Bank of Atlanta
Issuer Credit Rating                   AA+/Stable/A-1+

Federal Home Loan Bank of Boston
Issuer Credit Rating                   AA+/Stable/A-1+

Federal Home Loan Bank of Chicago
Issuer Credit Rating                   AA+/Stable/A-1+
  Subordinated                          AA-

Federal Home Loan Bank of Cincinnati
Issuer Credit Rating                   AA+/Stable/A-1+

Federal Home Loan Bank of Dallas
Issuer Credit Rating                   AA+/Stable/A-1+

Federal Home Loan Bank of Des Moines
Issuer Credit Rating                   AA+/Stable/A-1+

Federal Home Loan Bank of Indianapolis
Issuer Credit Rating                   AA+/Stable/A-1+

Federal Home Loan Bank of New York
Issuer Credit Rating                   AA+/Stable/A-1+

Federal Home Loan Bank of Pittsburgh
Issuer Credit Rating                   AA+/Stable/A-1+

Federal Home Loan Bank of San Francisco
Issuer Credit Rating                   AA+/Stable/A-1+

Federal Home Loan Bank of Seattle
Issuer Credit Rating                   AA/Stable/A-1+

Federal Home Loan Bank of Topeka
Issuer Credit Rating                   AA+/Stable/A-1+

Fannie Mae
Preferred Stock                        D
Senior Unsecured                       A-1+
Senior Unsecured                       AA+
Senior Unsecured                       AA+/Stable
Subordinated                           AA-/Stable

Freddie Mac
Preferred Stock                        D
Senior Unsecured                       A-1+
Senior Unsecured                       AA+
Senior Unsecured                       AA+/Stable
Subordinated                           AA-/Stable


ALPHABET HOLDING: Moody's Alters Outlook to Neg., Affirms B2 CFR
----------------------------------------------------------------
Moody's Investors Service changed Alphabet Holding Company, Inc.'s
and its subsidiary NBTY, Inc.'s (together "NBTY") rating outlook
to negative from stable. At the same time Moody's affirmed all
existing ratings including the B2 Corporate Family Rating. The
negative outlook is a result of continued declines in operating
performance due to soft industry trends coupled with a highly
levered capital structure.

The following ratings are affirmed:

For Alphabet Holding Company, Inc.:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $1.0 billion senior unsecured notes due November 2017 at Caa1
  LGD 5

For NBTY, Inc.

  Senior secured bank credit facilities at Ba3 LGD 2

  $650 million senior unsecured notes due October 2018 at B3
  LGD 4

Outlook Actions:

  Outlook changed to negative from stable

Ratings Rationale

The change in NBTY's outlook to negative from stable reflects the
continued declines in domestic retail and wholesale revenues
(-3.5% & -3.1% respectively), as well as operating margin erosion
during fiscal year ended September 30, 2014. The negative trends
in operating performance and relatively high debt levels have
caused lease adjusted debt to EBITDA to increase to 7.0 times and
adjusted EBITA to interest expense to fall to 1.5 times for the
same period.

Revenue declines in the domestic retail and wholesale businesses
were caused by softness in consumer demand and weak domestic
branded and private label sales. This was likely a result of
negative publicity, released in December 2013, related to the
efficacy of taking multi-vitamins as a form of disease prevention.
Despite these headwinds, the declines were offset by increased
revenues from NBTY's direct and European retail businesses (1.4% &
14.4% respectively) resulting in a 1.4% gain in total revenue.
However, the earnings impact from the revenue declines in domestic
retail and wholesale was sizable. NBTY's operating margin declined
by 70 basis points (excluding one-time items) caused by more
aggressive promotions in order to lower inventory levels as well
as the company's inability to leverage fixed costs effectively.

NBTY's B2 Corporate Family Rating reflects its high leverage with
debt to EBITDA of about 7.0 times and its adequate interest
coverage with EBITA to interest expense of 1.5 times. The rating
is supported by NBTY's very good liquidity and its portfolio of
well-known brands. Positive ratings consideration is also given to
the growth potential of the vitamin, mineral, and nutritional
supplement ("VMNS") industry due to an increasing number of
Americans over the age of 50.

The rating is negatively impacted by NBTY's aggressive financial
policy and the increased competitive environment, as larger
players such as Proctor & Gamble and Pfizer have expanded their
presence. In addition, NBTY's rating is pressured by its recent
earnings volatility. Negative ratings consideration is also given
to the business risk of adverse publicity, an example of which is
the recent soft VMNS industry trends in the aftermath of negative
publicity in December 2013, and for potential product recalls
associated with the VMNS industry.

Moody's expects that NBTY will maintain very good liquidity over
the next twelve-to-eighteen months. At September 30, 2014, NBTY
had about $140 million of cash on hand. Looking forward Moody's
expects cash balances to rise to about $200 million. NBTY
generated negative free cash flow in FYE 2014 as a result of a
sizable dividend that was paid. Moody's does not expect NBTY to
pay another sizable dividend in 2015 given its soft operating
performance. This along with a reduction in inventory purchasing
will result in NBTY generating positive free cash flow in 2015.
The $175 million revolving credit facility due September 2017 is
currently undrawn and Moody's does not anticipate NBTY using the
facility going forward. The facility contains a springing leverage
ratio that is only tested should there be any borrowings or
letters of credit outstanding under the facility. Since Moody's
does not anticipate NBTY to use the facility, this covenant is not
likely to be tested going forward. In addition, NBTY's term loan
does not have any financial covenants. NBTY's alternative sources
of liquidity are limited since all of its domestic assets are
pledged to the bank facility or mortgages.

The negative outlook reflects NBTY's continued declines in
operating performance due to soft industry trends coupled with a
highly levered capital structure.

Ratings could be downgraded should NBTY's operating performance
fail to improve from its current levels such that debt to EBITDA
remains above 6.5 times over the next twelve months or should
EBITA to interest expense fall below 1.5 times. In addition,
ratings could be downgraded should liquidity falter or the company
make a sizable debt financed acquisition or material shareholder
friendly activity. Ratings could be upgraded should NBTY's
operating performance improve such that NBTY will be able to
maintain debt to EBITDA below 5.25 times. In addition, an upgrade
would require the company to maintain good liquidity and financial
policies that would support this level of leverage. The degree of
any ratings improvement, however, is constrained by the company's
relatively small scale, the potential for volatility given its
focus on the VMNS industry, and its aggressive financial policies.

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

NBTY, Inc., headquartered in Ronkonkoma, NY, is a leading global
vertically-integrated manufacturer, marketer, and retailer of
vitamin, mineral, and nutritional supplements ("VMNS") in the
United States and throughout the world. The company operates
approximately 1,400 stores in the US (Vitamin World) and Europe
(Holland & Barrett, GNC, De Tuinen, Nature's Way). It also is a
wholesale supplier of private label and branded VMNS products,
such as Nature's Bounty, Met-Rx, and Ester-C, to major retailers
in the US. Revenues are about $3.2 billion. NBTY is a subsidiary
of Alphabet Holding Company, Inc. who is owned by The Carlyle
Group.


ALSIP ACQUISITION: US Trustee Appoints Creditors' Committee
-----------------------------------------------------------
The U.S. Trustee for Region 3 appointed three creditors of Alsip
Acquisition LLC to serve on the official committee of unsecured
creditors:

   (1) GDF Suez Energy Resources, NA, Inc.
       Attn: Ray Cunningham
       1990 Post Oak Blvd.
       #1900, Houston, TX 77056
       Phone: 713-636-1980
       Fax: 713-636-1601

   (2) ES Express Lines, Inc.
       Attn: David Apanavicius
       13555 Main St.
       Lemont, IL 60439
       Phone: 312-404-7829
       Fax: 708-895-1101

   (3) Mid America Paper Recycling Co., Inc.
       Attn: Don Gaines
       3865 West 41st St.
       Chicago, IL 60632
       Phone: 773-890-5454
       Fax: 773-890-5757

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                     About Alsip Acquisition

Alsip Acquisition, LLC and APCA, LLC were the leading North
American provider of responsibly made recycled paper for books and
magazines, as well as for commercial printing and packaging
applications.  The operational and manufacturing headquarters are
located in Alsip, Illinois, and consist of a 40-year-old mill and
a leased warehouse in Alsip, Illinois.  The mill and warehouse
were idled in September 2014 following cash losses.  Most of
Alsip's stock is owned by FutureMark Holdings, LLC.

On Nov. 20, 2014, Alsip Acquisition and APCA each filed petitions
seeking relief under chapter 11 of the United States Bankruptcy
Code.  The Debtors' cases have been assigned to Judge Kevin J.
Carey (KJC). The cases have been jointly administered, with
pleadings maintained on the case docket for Case No. 14-12596.

The Debtors have tapped Mintz Levin Cohn Ferris Glovsky and Popeo
PC as counsel and Pachulski Stang Ziehl & Jones as co-counsel.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

As of Oct. 31, 2014, the Debtors had approximately $7,742,972 of
funded indebtedness and related obligations outstanding.

The goal of the Debtors is to consummate the sale of the assets to
Resolute FP Illinois LLC pursuant to an asset purchase agreement
or another bidder pursuant to the bid procedures.  In addition,
the Debtors intend to vacate their leased locations in Connecticut
and New Jersey, liquidate their other assets, and distribute any
proceeds pursuant to the claims process established by the
Bankruptcy Code.

The 11 U.S.C. Sec. 341(a) meeting of creditors is slated for Dec.
15, 2014 at 1:00 p.m. prevailing Eastern time.

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

       http://bankrupt.com/misc/Alsip_1st_Day_Affidavit.pdf


AMERICAN APPAREL: Lion/Hollywood Appoints Gene Montesano to Board
-----------------------------------------------------------------
Lion/Hollywood designated Gene Montesano to be a director of
American Apparel, Inc., pursuant to its rights under an Investment
Agreement, according to a regulatory filing with the U.S.
Securities and Exchange Commission.

Lion/Hollywood L.L.C. and its affiliates beneficially owned
24,511,022.66 shares of common stock of American Apparel
representing 12.3 percent of the shares outstanding at Dec. 8,
2014.

A copy of the regulatory filing is available for free at:

                       http://is.gd/0VFZAi

                      About American Apparel

American Apparel is a vertically-integrated manufacturer,
distributor, and retailer of branded fashion basic apparel based
in downtown Los Angeles, California.  As of Sept. 30, 2014,
American Apparel had approximately 10,000 employees and operated
245 retail stores in 20 countries including the United States and
Canada.  American Apparel also operates a global e-commerce site
that serves over 60 countries worldwide at
http://www.americanapparel.com. In addition, American Apparel
operates a leading wholesale business that supplies high quality
T-shirts and other casual wear to distributors and screen
printers.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

American Apparel has been in the red as far back as 2010.  The
Company reported a net loss of $106.29 million on $633.94 million
of net sales for the year ended Dec. 31, 2013, as compared with a
net loss of $37.27 million on $617.31 million of net sales for the
year ended Dec. 31, 2012.  American Apparel posted a net loss of
$39.31 million on $547.33 million of net sales for the year ended
Dec. 31, 2011, compared with a net loss of $86.31 million on
$532.98 million of net sales during 2010.  In 2011, American
Apparel announced a restatement of its 2009 financial reports.

The Company's balance sheet at Sept. 30, 2014, the Company had
$307.18 million in total assets, $394.78 million in total
liabilities and a $87.59 million total stockholders' deficit.

                           *     *     *

The TCR reported on Nov. 21, 2013, that Moody's Investors Service
downgraded American Apparel Inc.'s corporate family rating to
Caa2.  The clothing retailer's probability of default was also
lowered one level and the outlook is negative.

As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Los Angeles-based
American Apparel Inc. to 'CCC-' from 'CCC'.  The outlook is
negative.

"The downgrade reflects our assessment that a debt restructuring
appears inevitable within six months, absent unanticipated
significantly favorable changes in the company's circumstances,"
said Standard & Poor's credit analyst Ryan Ghose.


AMERICAN LASER: Chapter 7 Petition Filed
----------------------------------------
BankruptcyData reported that privately-held American Laser
Skincare (pka American Laser Centers and Bellus ALC Acquisition)
and 30 affiliated Debtors filed for Chapter 7 protection with the
U.S. Bankruptcy Court in the District of Delaware, lead case
number 14-12685.

According to the report, the Company, which provides laser hair
removal and skin-care services, is represented by Robert S. Brady,
Esq. -- rbrady@ycst.com -- of Young, Conaway, Stargatt & Taylor.
The Company made a previous Chapter 11 filing in December 2011.
That case was converted to a Chapter 7 in November 2012 after the
Company was acquired by Versa Capital Management. A current
announcement on its corporate Website states, "We are sorry to
announce that all of our clinics have been closed. We too are
disappointed in the sudden developments and regret the impact that
it is having on our loyal clients, valued employees and business
partners." This Chapter 7 petition indicates total assets less
than $50,000.


ANDREWS SQUARE: Case Summary & 7 Unsecured Creditors
----------------------------------------------------
Debtor: Andrews Square Associates, Inc.
        150 S. Andrews Avenue, Suite 310
        Pompano Beach, FL 33069

Case No.: 14-36969

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: December 10, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Hon. John K Olson

Debtor's Counsel: Patrick S. Scott, Esq.
                  GRAYROBINSON, P.A.
                  401 E Las Olas Blvd #1850
                  Fort Lauderdale, FL 33301
                  Tel: 954.761.8111
                  Fax: 954.761.8112
                  Email: patrick.scott@gray-robinson.com

Total Assets: $4.88 million

Total Liabilities: $3.11 million

The petition was signed by Robert Bernstein, president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb14-36969.pdf


ANIXTER INT'L: Fitch Affirms 'BB+' IDR; Outlook Stable
------------------------------------------------------
Fitch Ratings has affirmed the ratings, including the Long-term
Issuer Default Rating (IDR) for Anixter International, Inc.
(Anixter) and its wholly owned operating subsidiary, Anixter Inc.,
at 'BB+'.

The ratings affect $1.55 billion of total rated debt, including
the revolving credit facility (RCF).  The Rating Outlook is
Stable.

KEY RATINGS DRIVERS

The ratings and Outlook reflect Fitch's expectations for stable
operating performance through the intermediate-term.  Fitch
expects low- to mid-single digit organic revenue growth, excluding
the Tri-Ed acquisition, in 2015 as Anixter benefits from improving
macro trends in North America, including IT spending growth,
increasing industrial projects, and growing heavy duty truck
production.

Fitch expects stable profitability and forecasts near-term
operating EBITDA margin of approximately 6%.  Anixter's cost
reduction plan may lead to higher profitability but this
improvement could be offset by faster long-term growth rates of
the lower margin Enterprise Cabling & Security Solutions (ECS)
business.  Significant swings in copper prices and the US dollar
may also impact EBITDA margin.

Fitch's expectation of solid operating results will result in more
than $200 million of annual FCF over the intermediate turn.  The
company's countercyclical inventory supports FCF during a
downturn.  Use of FCF gives the company the opportunity to reduce
leverage; however, the potential for special dividends or
incremental debt financed acquisitions may limit deleveraging.

Post-acquisition credit protection is weak for Anixter's rating
which reduces the company's ability to withstand market share
erosion and/or margin pressure.  Anixter's debt financed
acquisition of Tri-Ed has pushed adjusted leverage (total debt
adjusted for rent expense to operating EBITDAR) to a Fitch
estimated 3.9 times (x) for the latest 12 months (LTM) ended
Oct. 3, 2014.  Over the longer-term, Fitch anticipates adjusted
leverage below 4x.

Fitch estimates pro forma interest coverage (operating EBITDA to
gross interest expense) was approximately 8x for the LTM period
and will remain near 8x over the intermediate-term.

Anixter's ratings and Outlook are supported by:

   -- Leading market position in niche distribution markets which
      Fitch believes contributes to Anixter's above-average
      margins for a distributor;
   -- Broad diversification of products, suppliers, customers and
      geographies which adds stability to the company's financial
      profile by reducing operating volatility;
   -- Counter-cyclical inventory that allows the company to
      generate free cash flow in a downturn.

Credit concerns include:

   -- Expectations that credit protection measures could remain
      weak from additional debt-financed acquisitions to augment
      growth in adjacent markets or the use of FCF for shareholder
      returns rather than debt reduction;
   -- Thin operating margins characteristic of the distribution
      industry, which amplifies movement in credit protection
      measures through the IT cycle;
   -- Significant unhedged exposure to copper prices and currency
      prices.

RATINGS SENSITIVITIES

Negative rating actions could occur if Anixter sustains adjusted
leverage (Total Debt plus 8x annual rent expense to EBITDAR) above
4x likely from a combination of:

   -- Market share losses or profit margin contraction,
      potentially from a lower sales mix;
   -- Incremental debt financed acquisitions; or
   -- Use of FCF for special dividends or other shareholder
      returns instead of debt reduction.

Fitch believes positive rating actions are limited in the absence
of management's commitment to more conservative financial
policies, including a meaningfully lower adjusted leverage target
and more moderate and predictable shareholder returns.

Fitch believes Anixter's liquidity was adequate and consisted of
the following as of Oct. 3, 2014:

   -- $82 million of cash and cash equivalents;
   -- $400 million revolving credit facility expiring Nov. 2018,
      of which $121 million was available primarily due to
      leverage covenant restrictions;
   -- $300 million on-balance-sheet accounts receivable
      securitization program expiring May 2017, of which $225
      million was available.

Total debt as of October 3, 2014 was $1.2 billion and consisted
primarily of:

   -- $13 million outstanding under the unsecured revolver due
      Nov. 2018;
   -- $75 million outstanding under the accounts receivable
      securitization program due May 2017;
   -- $200 million of unsecured term loan A due November 2018
   -- $200 million in 5.95% senior unsecured notes due March 2015;
   -- $350 million 5.625% senior unsecured notes due May 2019
   -- $400 million 5.125% senior unsecured notes due October 2021
   -- $4 million of other debt.

Fitch has affirmed these ratings:

Anixter International, Inc.

   -- Issuer Default Rating (IDR) at 'BB+';

Anixter Inc.

   -- IDR at 'BB+';
   -- Senior unsecured notes at 'BB+';
   -- Senior unsecured bank credit facility at 'BB+'.

The Rating Outlook is Stable.


ARCTIC GLACIER: Private-Equity Firm Seeks Buyers
------------------------------------------------
Ben Dummett, writing for The Wall Street Journal, citing people
familiar with the matter, reported that H.I.G. Capital LLC is
seeking buyers for Arctic Glacier Holdings Inc., a packaged-ice
maker it acquired from bankruptcy in 2012 for $434.5 million.

According to the report, further citing the person, Miami-based
H.I.G. Capital has hired Piper Jaffray Cos. to help run the sale
process, which is in the early stages, and could ask around $600
million for the business.

                       About Arctic Glacier

Winnipeg, Canada-based Arctic Glacier Inc., et al., manufacture
packaged ice for distribution in Canada and the United States.

Philip J. Reynolds of Alvarez & Marsal Canada Inc., as monitor and
foreign representative, filed Chapter 15 petitions for Arctic
Glacier, et al. (Bankr. D. Del. Lead Case No. 12-10603) on
Feb. 22, 2012.  Bankruptcy Judge Kevin Gross presides over the
case.  Mr. Reynolds is represented by Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP.  The Debtors is estimated
to have assets and debts at $100 million to $500 million.


ARMSTRONG WORLD: DLW Unit Files for Insolvency in Germany
---------------------------------------------------------
Armstrong World Industries, Inc. on Dec. 11 disclosed that,
following a review of strategic alternatives, it has decided to
exit its European flooring business and cease further funding of
its DLW subsidiary effective immediately.  As a result of this
decision, local DLW management filed for insolvency in Germany.

"Our difficult, but necessary, decision to exit the European
flooring business and discontinue funding our DLW subsidiary in
Germany was the culmination of a comprehensive evaluation of
strategic alternatives following years of disappointing results,
multiple restructuring initiatives and significant financial
investments," said Armstrong CEO, Matthew J. Espe.

DLW management concluded that its operations could not be financed
and sustained without funding from its Armstrong parent and, as a
result, filed for insolvency under applicable German law.
Armstrong expects all operations at the two DLW manufacturing
plants in Germany, as well as at the DLW administrative offices
across Europe, to continue in the normal course for the near term.
A preliminary insolvency administrator in Germany will be
appointed by the local court.  As a result of the insolvency
filing and Armstrong's loss of control of the DLW operations,
Armstrong will classify the results of the European flooring
business as discontinued operations starting in the fourth quarter
of 2014.  The following provides a summary of the operating
results of the European flooring business for the nine-month
period ended September 30, 2014 (previously shown as part of the
Resilient Flooring reporting segment).

Net sales                           $144.7 million
Operating loss                     ($23.2) million

In addition, the carrying value of assets was $152.0 million as of
September 30, 2014, including property, plant & equipment of $73.4
million and inventory of $57.1 million.  The carrying value of
liabilities was $171.3 million as of September 30, 2014, including
an unfunded pension liability of $126.5 million.

Armstrong acquired DLW in 1998 to establish a stronghold and serve
as a catalyst for the development of its European flooring
business.  DLW subsequently struggled with declining market
conditions as a result of the ongoing economic crisis, including a
significant decrease in public funding, which particularly
affected the business's key commercial segments, notably hospitals
and schools.  These developments contributed to intensified price
pressure and overcapacities within the whole European flooring
industry, further weakening DLW's competitive position.  "Despite
investing approximately $150 million in the business since 2007,
DLW has been unable to generate profit or achieve its strategic
plans.  These results, and our ultimate decision, however, in no
way reflect the dedication, effort and commitment of DLW employees
over the years, for which we remain grateful," Mr. Espe continued.

                          About Armstrong

Armstrong World Industries, Inc. is a global leader in the design
and manufacture of floors and ceilings.  In 2013, Armstrong's
consolidated net sales totaled approximately $2.7 billion.  As of
September 30, 2014, Armstrong operated 34 plants in eight
countries and had approximately 8,600 employees worldwide.


BAKERCORP INT'L: Moody's Lowers Corp. Family Rating to Caa1
-----------------------------------------------------------
Moody's Investors Service downgraded BakerCorp. International,
Inc.'s Corporate Family Rating ("CFR") to Caa1 from B3 and its
Probability of Default Rating to Caa1-PD from B3-PD. Moody's
affirmed BakerCorp's speculative grade liquidity rating at SGL-3.
The company's secured credit facilities were downgraded to B2 from
B1 and the rating on its senior notes were downgraded to Caa3 from
Caa2. The rating outlook is stable.

Moody's took the following rating actions on BakerCorp
International, Inc.:

Ratings downgraded:

  Corporate Family Rating, to Caa1 from B3;

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

  Senior Secured Bank Credit Facility (Term Loan) due 2020, to B2
  (LGD-3) from B1 (LGD-2);

  Senior Secured Bank Credit Facility (Revolver) due 2018, to B2
  (LGD-3) from B1 (LGD-2);

  Senior Unsecured Regular Bond/Debenture due 2019, to Caa3
  (LGD-5) from Caa2 (LGD-5).

Ratings affirmed:

  Speculative Grade Liquidity Rating, at SGL-3.

The rating outlook is stable.

Ratings Rationale

The ratings downgrade reflects Moody's expectation that
BakerCorp's leverage will remain high at over 7 times, on a
Moody's adjusted basis, and the company's low free cash flow
generation will hinder its ability to de-lever. Moreover, some of
the company's end markets may be affected by a reduction in new
projects caused by the decline in oil prices. Market segments that
may see improved demand from lower oil prices such as refineries,
pipeline, and construction are not expected to fully offset
pressure on end markets.

The Caa1 CFR reflects the company's high leverage, weak business
fundamentals and cash flow, and operating pressure associated with
the sharp drop in oil prices. Moody's believes that it is hard to
gain a sustainable competitive advantage in the liquid solid
containment business (tank and related rentals). The market has
limited price elasticity of demand as decreases in price do not
stimulate incremental demand if the need for liquid and solid
containment solutions is not present. Given the high cost to
relocate tanks and their commodity like nature, it is difficult to
gain market share if a competitor already has a tank closer to a
customer. Moody's believes that the company's weak balance sheet
limits its ability to add new services to better differentiate
itself and reduce the level of commodity pricing.

The stable rating outlook reflects the belief that the company
should be able to sustain slightly positive cash flow in 2015.
Moody's considers Baker to have an adequate liquidity position
even though upcoming covenant step-ups could limit revolver access
to 25% of the $45M available. Moreover, the company does not
typically hold a large cash balance. BakerCorp had $13 million
cash balance (as of 7/31/14).

The rating could be downgraded if the company's liquidity
deteriorated or if utilization rates weaken meaningfully. A
further decline in the company's EBITDA margins could also cause
downward rating pressure. A reduction in EBITDA of over 10% could
also cause downward rating pressure.

The rating is not anticipated to be upgraded over the intermediate
term. However, Moody's would consider an upgrade if the company's
operating outlook and liquidity position improves, if debt to
EBITDA was to decline to below 6x on a Moody's adjusted basis, and
the company's EBITDA margins showed a sustainable improvement.

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

BakerCorp International, Inc., headquartered in Plano, Texas, is a
provider of liquid and solid containment solutions. The majority
of its revenues come from the rental of equipment with the balance
from services and equipment sales. As of July 31, 2014, the
company had a fleet of more than 25,000 units. The company is
controlled by funds advised by Permira Advisors L.L.C. which
acquired it in June 2011. Revenues for the LTM period ended July
31, 2014 were $320 million.


BANK OF THE CAROLINAS: Stockholders Elected 9 Directors
-------------------------------------------------------
Bank of the Carolinas Corporation held its annual meeting of
shareholders on Dec. 4, 2014, at which the shareholders:

  (1) elected Derek J. Ferber, Harvey L. Glick, Henry H. Land,
      Grady L. McClamrock, Jr., Sam D. Norton, John D. Russ,
      Lynne Scott Safrit, Anton V. Schutz, and Stephen R. Talbert
      as directors;

  (2) ratified a resolution endorsing and approving compensation
      paid or provided to the Company's named executive officers
      and the Company's executive compensation policies and
      practices;

  (3) ratified a resolution that future advisory votes on
      executive compensation will be conducted every three years;

  (4) granted the Company's board of directors discretionary
      authority to amend the Company's articles of incorporation
      to effect a 1-for-100 reverse stock split;

  (5) approved the Company's 2014 Omnibus Stock Incentive Plan;

  (6) approved the Company's Tax Benefits Preservation Plan; and

  (7) ratified the appointment of Cherry Bekaert LLP as the
      Company's independent accountants for 2014.

On Dec. 4, 2014, the following individuals retired from their
positions as directors of Bank of the Carolinas Corporation and
its wholly owned subsidiary, Bank of the Carolinas: Jerry W.
Anderson, Alan M. Bailey, John A. Drye, John W. Googe, and Francis
W. Slate.

                    About Bank of the Carolinas

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.

Turlington and Company, LLP, in Lexington, North Carolina, 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 suffered recurring credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2013, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.

The Company reported a net loss available to common stockholders
of $2.33 million in 2013, a net loss available to common
stockholders of $5.53 million in 2012 and a net loss available to
common stockholders of $29.18 million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $396.27
million in total assets, $350.08 million in total liabilities and
$46.19 million in total stockholders' equity.


BERNARD L. MADOFF: Inner Circle Faces Reckoning as Prison Looms
---------------------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that Bernard
Madoff's inner circle got millions of dollars in pay and perks by
aiding the con man's $17.5 billion fraud, dooming thousands of
investors in the largest Ponzi scheme in U.S. history.

According to the report, five former Madoff colleagues face
sentencing beginning Dec. 8 for using a web of fake account
documents, phony regulatory filings and bogus computer programs to
keep the scheme afloat for decades.

                     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.


BERRY & BERRY: Amended Plan Doesn't Comply With Sec. 1129(a)(8)
---------------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida ruled that Berry & Berry Wings, LLC's Second
Amended Plan of Reorganization complies with the requirements of
Section 1129(a) of the Bankruptcy Code, with the exception of
Section 1129(a)(8).

Section 1129(a)(8) requires the acceptance of a Chapter 11 plan by
each impaired class.  Notwithstanding the rejection of the plan by
an impaired class, the Court may confirm the plan if the plan
"does not discriminate unfairly, and is fair and equitable," with
respect to each non-accepting impaired class.

First Insurance Funding Corp. is impaired and has not accepted the
Plan.  However, by order dated October 17, 2014, the Court found
that the treatment of Class 3 meets the requirements of Section
1129(b).  Classes 1 and 4 are impaired and have not accepted the
Plan.  Accordingly, the Court concludes that the Plan does not
comply with Section 1129(a)(8).

The Debtor initially rented the building where the business
operates.  However, because of high rent, the Debtor purchased the
building in May 2012.  The Debtor obtained the financing for the
purchase of the Real Property through a United States Small
Business Administration program.  Orange Bank of Florida holds a
first mortgage on the Real Property and a first priority lien on
the Debtor's personal property.  The SBA holds a second mortgage
on the Real Property and a second priority lien on the Debtor's
personal property.

Orange Bank of Florida appeared at the confirmation hearing and
objected to the Second Amended Plan.

The Second Amended Plan consists of these classes of claims:

   * Class 1 - Orange Bank;
   * Class 2 - the SBA;
   * Class 3 - First Insurance Funding Corp.;
   * Class 4 - General Unsecured Claims; and
   * Class 5 - Equity Interests

The Second Amended Plan also includes these unclassified priority
claims: secured claims 4 and 5 of the Citrus County Tax Collector
and secured claim 3-2 of the IRS.  The Second Amended Plan
anticipates administrative claims for legal fees in the amount of
$20,000 and accounting fees in the amount of $2,000, as well as
United States Trustee fees.

The Second Amended Plan provides that the administrative expense
claims will be paid in full on or before the effective date of the
plan in cash or upon the terms as may be agreed upon by the Debtor
and the holder of the claim.  The Debtor's attorney has agreed to
defer payment of his fees.

The Second Amended Plan proposes to pay $2,900 per month to Orange
Bank, $760 per month to the SBA, and $1,000 per month to the
unclassified priority claimants for a total of $4,660 monthly.
The Second Amended Plan proposes to pay unsecured creditors $1,000
per month for 36 months beginning on the 47th month of the plan.

A full-text copy of the Findings of Fact and Conclusions of Law
dated November 26, 2014, is available at http://bit.ly/1G6ctUU
from Leagle.com.

                       About Berry & Berry

Berry & Berry Wings, LLC sought Chapter 11 bankruptcy protection
in (Bankr. M.D. Fla. Case No. 3:13-BK-5792-JAF) on September 25,
2013.

The Debtor was formed as a limited liability company in 2006 and
has operated as a Beef 'O' Brady's Family Sports Pub franchise
since that date.  The Debtor was originally a partnership
consisting of Tamara Berry, her husband, and his parents, although
Mrs. Berry always held a majority ownership interest. As a result
of several changes in ownership interests, Mrs. Berry is the sole
owner of the equity interest in the Debtor.


CAESARS ENTERTAINMENT: Reaches Tentative Deal for Largest Unit
--------------------------------------------------------------
Matt Jarzemsky and Matt Wirz, writing for The Wall Street Journal,
citing people familiar with the matter, reported that Caesars
Entertainment Corp. has reached a tentative deal with senior
bondholders on a debt-restructuring plan for its largest unit.

According to the report, the agreement moves Caesars closer to
winning enough creditor support for a plan that would put the
unit, Caesars Entertainment Operating Co., into bankruptcy
protection early next year and convert it into a real-estate
investment trust.

                    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.


CAESARS ENTERTAINMENT: Elliott to Buy Swaps Amid Bankruptcy Talks
-----------------------------------------------------------------
Laura J. Keller, writing for Bloomberg News, citing two people
with knowledge of the trading, reported that Elliott Management
Corp. has been adding to derivatives trades that would pay off if
Caesars Entertainment Corp. defaults as the hedge fund helps
orchestrate a bankruptcy plan for the casino operator's biggest
unit.

According to the report, further citing the people who asked not
to be named because the trades are private, the hedge fund run by
billionaire Paul Singer, one of Caesars's biggest bondholders,
bought credit-default swaps before entering negotiations with
Caesars in September and has continued to purchase the
derivatives.

                    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.


CHRYSLER GROUP: Wins Reversal on $50M Ch. 11 Tax Dispute
--------------------------------------------------------
Law360 reported that U.S. District Judge Jesse M. Furman in New
York has reinstated Chrysler Group LLC's attempt to claw back more
than $50 million that three Midwestern states have collected in
unemployment insurance taxes that the carmaker says it was freed
from by virtue of its 2009 trip through Chapter 11.

According to the report, Judge Furman determined in a Dec. 1 order
that a Chapter 11 court has the jurisdictional power to entertain
Chrysler's request to invoke a 2009 order that allowed it to leave
behind certain pre-bankruptcy liabilities and emerge from
bankruptcy.

                      About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.


CLINE MINING: Seeks U.S. Recognition of CCAA Case
-------------------------------------------------
Cline Mining Corporation, which is undergoing reorganization in
Canada, is asking the U.S. Bankruptcy Court in Denver, Colorado,
enter an order (i) recognizing its Canadian proceeding as a
"foreign main proceeding" under Section 1517 of the Bankruptcy
Code and (ii) giving full force and effect in the United States to
the initial order of the Ontario Court dated Dec. 3, 2014.

FTI Consulting Canada Inc., the monitor appointed by the Ontario
Court, explained in a court filing that the Cline Group is
currently unable to meet its financial commitments as they come
due, and has not been capable of making interest payments on its
secured debt since 2011.  Moreover, according to FTI, based on
extensive but unsuccessful prepetition marketing efforts, it
appears that the fair value of the Cline Group is likely to be
materially less than amounts owed in respect of its first-priority
secured debt, which comprises approximately $100 million in
secured notes, including accrued interest and premiums, issued by
Cline, guaranteed by New Elk and North Central, and secured by
substantially all of the Cline Debtors' real and personal
property.

The Secured Notes matured on June 15, 2014, and Marret Asset
Management Inc., on behalf of beneficial holders of the Secured
Notes, has confirmed that the holders of the Secured Notes gave
instructions to the trustee to accelerate the Secured Notes on
Dec. 2, 2014, and all amounts owing thereunder are due and
payable.

The Secured Notes remain unpaid, and the Cline Debtors do not have
the ability to repay them.  In addition, Cline and New Elk are
currently defendants in a class action lawsuit captioned Gerard,
Jr. et al v. New Elk Coal Company, LLC et al, 1:13-cv-00277-RMKMT
(D. Colo.) pending in the United States District Court for the
District of Colorado, and the Cline Group is aware of a number of
other contingent litigation claims that have been asserted against
it.  The total presently-quantifiable amount claimed by the
plaintiffs in the claims other than the WARN Act Class Action is
less than $1 million, while the WARN Act Plaintiffs have
not particularized the amounts alleged to be owing in the WARN Act
Class Action.13 Further, at least one creditor of the Cline Group
has already obtained a Writ of Garnishment against New Elk.

The case is, SNF Holding Company, d/b/a FloMin Coal Inc. v. New
Elk Coal Company LLC, Case Number 2013CV30112, pending in the
District Court for Las Animas County, Colorado.

Further, the Cline Debtors are party to a number of leases and
executory contracts with events of default triggered by bankruptcy
filings or other acts of insolvency.  There is a substantial risk
that the counterparties to such agreements will exercise
contractual termination or other rights upon either the
commencement of the Canadian Proceeding or the filing of the
Chapter 11 cases.

On Dec. 3, 2014, the Cline Debtors commenced the Canadian
Proceeding by filing an application under the CCAA with the
Ontario Court.  The principal purpose of the Canadian Proceeding
is to facilitate a consensual recapitalization of the Cline
Group negotiated with Marret.  On Dec. 3, 2014, the Ontario Court
entered the Initial Order, which among other things, (i)
authorized the Cline Debtors to continue managing and operating
their property, including the pre-existing cash management system;
(ii) appointed the Monitor; (ii) stayed all proceedings against
the Cline Debtors and the Monitor as well as certain proceedings
against former, current, or future directors and officers of the
Cline Debtors, without the written consent of the Cline Debtors
and the Monitor or the leave of the Ontario Court, through
December 31, 2014; (iii) authorized the Cline Debtors to file the
Plan; (iv) prevented parties from altering or terminating
agreements with the Cline Debtors; (v) authorized the Cline
Debtors to restructure their business by downsizing or shutting
down operations, selling assets, terminating employees or
repudiating leases, with the consequences thereof dealt with in a
plan of arrangement or compromise or on further order of the
Ontario Court; and (vi) authorized Marret to take actions in the
proceedings in relation to the Secured Notes.

By this Motion, the Monitor seeks the entry of: (a) on an ex parte
basis, an order to show cause with a temporary restraining order:
(i) enjoining all persons and entities from seizing and enforcing
liens against the assets of any member of the Cline Debtors in the
U.S.; and (ii) staying any and all actions or proceedings against
the Cline Debtors; (b) after notice and hearing, a preliminary
injunction until such time as this Court enters an order disposing
of the Chapter 15 Petitions.

                        About Cline Mining

Cline Mining Corporation, New Elk Coal Company LLC, and North
Central Energy Company are in the business of locating, exploring
and developing mineral resource properties, with a focus on gold,
metallurgical coal, and iron ore.  The Cline Group holds interests
in mineral rights and resource developments in Canada, the United
States and Madagascar, comprising a number of developmental stage
properties and a metallurgical coal mine in Colorado (the "New Elk
Mine").  Cline -- http://www.clinemining.com/-- has facilities in
both Canada and the United States, with its headquarters and head
office in Toronto, Ontario.

On Dec. 3, 2014, Cline Mining, et al., commenced a proceeding by
filing an application under the CCAA with the Ontario Superior
Court of Justice, Commercial List.  The Ontario Court appointed
FTI Consulting Canada Inc. as monitor.

Cline Mining, et al., sought protection under Chapter 15 of the
U.S. Bankruptcy Code (Bankr. D. Col. Lead Case No. 14-26132) in
Denver, Colorado, on Dec. 3, 2014, to seek recognition of the CCAA
proceedings.  The U.S. cases are assigned to Judge Elizabeth E.
Brown.  Jonathan Cho, Esq., at Allen & Overy, serves as counsel in
the U.S. cases.

As at Aug. 31, 2014, the Cline Group had assets with a book value
of $137.7 million and total liabilities of $87 million.


CLINE MINING: Terms of Proposed Recapitalization Plan
-----------------------------------------------------
Cline Mining Corporation, which has commenced CCAA proceedings in
Ontario, Canada, negotiated a consensual recapitalization with
holders of secured notes led by Marret Asset Management Inc.

As at August 31, 2014, the date of the Cline Group's most recent
consolidated financial statements, the total liabilities of the
Cline Group amounted to $87 million. The primary obligations of
the Cline Group are represented by secured notes issued by Cline
pursuant to (i) an Ontario-law governed indenture dated as of
December 13, 2011, and (ii) an Ontario-law governed indenture
dated July 8, 2013.  All of the Secured Notes are held by
beneficial owners whose investments are managed by Marret.
As at August 31, 2014, the principal amount outstanding under the
2011 and 2013 Notes was $71,381,900 and $10,890,931 respectively,
plus accrued and unpaid interest and other amounts.

The salient terms of the Cline Group's reorganization plan are:

   -- the Secured Noteholders' claim in respect of the Secured
Notes will be separated into (i) a secured portion (the "Secured
Note Claim") and (ii) an unsecured deficiency claim at an allowed
amount of C$17,500,000 (the "Unsecured Note Claim"), reflecting
the fact that the amounts owing under the Secured Notes exceed the
realizable value of the Cline Debtors;

  -- the Secured Note Claim will be compromised, released, and
discharged in exchange for new Cline common shares representing
100% of the equity in Cline, and new indebtedness in favor of the
Secured Noteholders evidenced by a credit agreement with a term of
seven years in the principal amount of C$55,000,000 bearing
interest at 0.01% per annum plus an additional variable interest
payable only once the Cline Debtors have achieved certain
operating revenue targets;

  -- unsecured claims, including the Unsecured Note Claim, will be
compromised, released, and discharged under the Plan in exchange
for their pro rata share of an unsecured, subordinated, non-
interest bearing entitlement to C$225,000 payable by Cline eight
years from the date the Plan is implemented (the "Unsecured Plan
Entitlement");

  -- notwithstanding the Unsecured Note Claim, the Secured
Noteholders will waive their entitlement to the proceeds of the
Unsecured Plan Entitlement, and all such proceeds will be
available for distribution in respect of other unsecured creditors
with valid claims who are entitled to the Unsecured Plan
Entitlement;

  -- unless otherwise indicated, unsecured creditors with valid
unsecured claims of up to C$10,000 will be paid in cash for the
full value of their claims and will be deemed to vote in favor of
the Plan in lieu of a pro rata share of the Unsecured Plan
Entitlement, such cash payment will not apply to any Secured
Noteholder with respect to its Unsecured Note Claim, and for
greater certainty, will not apply to the WARN Act Plaintiffs;

  -- claims arising from the WARN Act Class Action will be
compromised, released, and discharged in exchange for an
unsecured,

  -- subordinated, non-interest bearing entitlement to C$100,000
payable by Cline eight years from the date the Plan is
implemented;

  -- certain claims against the Cline Debtors, including claims
covered by insurance, certain prior-ranking secured claims of
equipment providers, and the secured claim of Bank of Montreal in
respect of corporate credit card payables, will remain unaffected
by the Plan;

  -- equity interests in Cline will be extinguished for no
consideration; and

  -- existing equity interests in other members of the Cline Group
will remain unchanged, such that New Elk will continue to be a
wholly owned subsidiary of Cline and North Central will continue
to be a wholly-owned subsidiary of New Elk.

The net effect of the Plan would be to reduce the Cline Debtors'
total interest bearing debt by $48,537,500 and annual interest
expense in the near term and provide a limited recovery to
unsecured creditors, who would otherwise receive no recovery in a
security enforcement or asset sale scenario.  Cline and Marret
have entered into a support agreement pursuant to which Marret has
agreed to support the Plan.

If the Plan is not approved by the requisite majorities of both
the unsecured creditors class and the class of plaintiffs in the
WARN Act Class Action, or the Cline Debtors determine that such
approvals are not forthcoming, the Cline Debtors may withdraw the
Plan and file an alternative plan providing, inter alia, that all
unsecured claims and WARN Act claims against the Cline Debtors
will be treated as unaffected claims, that the class of Secured
Noteholders will be the only voting class, and that the assets of
the Cline Debtors will be transferred to an entity designated by
the Secured Noteholders in exchange for a release of the Secured
Note Claim.

On Dec. 3, 2014, the Ontario Court entered the Initial Order which
among other things, (i) authorized the Cline Debtors to continue
managing and operating their property, including the pre-existing
cash management system; (ii) appointed the Monitor; (ii) stayed
all proceedings against the Cline Debtors and the Monitor as well
as certain proceedings against former, current, or future
directors and officers of the Cline Debtors, without the written
consent of the Cline Debtors and the Monitor or the leave of the
Ontario Court, through Dec. 31, 2014; (iii) authorized the Cline
Debtors to file the Plan; (iv) prevented parties from altering or
terminating agreements with the Cline Debtors; (v) authorized the
Cline Debtors to restructure their business by downsizing or
shutting down operations, selling assets, terminating employees or
repudiating leases, with the consequences thereof dealt with in a
plan of compromise or arrangement or on further order of the
Ontario Court; and (vi) authorized Marret to take actions in the
proceedings in relation to the Secured Notes that would otherwise
be taken by the Trustee.

Further, in light of the Cline Debtors' precarious financial
condition and the need to effectuate the Plan as quickly as
possible, contemporaneously with the commencement of the Canadian
Proceeding, the Cline Debtors filed motions for (i) the entry of
an order to establish a procedure for the identification,
submission and determination of claims proposed to be affected by
the Plan and (ii) an order directing the Cline Debtors to file the
Plan and convene meetings of affected creditors to vote to approve
the Plan.  Such motions were heard by the Ontario Court subject
to, and after the entry of, the Initial Order.

The Cline Debtors ask the U.S. Bankruptcy Court to enter an order
enforcing the Ontario Orders in the United States pursuant to
Sections 105(a), 1507, and 1521of the Bankruptcy Code.

                        About Cline Mining

Cline Mining Corporation, New Elk Coal Company LLC, and North
Central Energy Company are in the business of locating, exploring
and developing mineral resource properties, with a focus on gold,
metallurgical coal, and iron ore.  The Cline Group holds interests
in mineral rights and resource developments in Canada, the United
States and Madagascar, comprising a number of developmental stage
properties and a metallurgical coal mine in Colorado (the "New Elk
Mine").  Cline -- http://www.clinemining.com/-- has facilities in
both Canada and the United States, with its headquarters and head
office in Toronto, Ontario.

On Dec. 3, 2014, Cline Mining, et al., commenced a proceeding by
filing an application under the CCAA with the Ontario Superior
Court of Justice, Commercial List.  The Ontario Court appointed
FTI Consulting Canada Inc. as monitor.

Cline Mining, et al., sought protection under Chapter 15 of the
U.S. Bankruptcy Code (Bankr. D. Col. Lead Case No. 14-26132) in
Denver, Colorado, on Dec. 3, 2014, to seek recognition of the CCAA
proceedings.  The U.S. cases are assigned to Judge Elizabeth E.
Brown.  Jonathan Cho, Esq., at Allen & Overy, serves as counsel in
the U.S. cases.

As at Aug. 31, 2014, the Cline Group had assets with a book value
of $137.7 million and total liabilities of $87 million.


CLINE MINING: Ontario Court Sets Jan. 13 as Claims Bar Date
-----------------------------------------------------------
The Ontario Superior Court of Justice set Jan. 13, 2015, at 5:00
p.m. (Toronto Time) for creditors to file proofs of claim against
Cline Mining Corporation and two of its affiliates.  All claims
must be filed with:

   FTI Consulting Inc.
   Attn: Pamela Luthra
   TD Waterhouse Tower
   79 Wellington Street West
   Suite 2010, P.O. Box 104
   Toronto, Ontario M5K 1G8
   Tel: 1-855-398-7390 or
        416-649-8099
   Fax: 416-649-8101
   Email: cline@fticonsulting.com


CLINE MINING: Ontario Court Names FTI Consulting as CCAA Monitor
----------------------------------------------------------------
Pursuant to the initial order under the Companies' Creditors
Arrangement Act from the Ontario Superior Court of Justice, FTI
Consulting Canada Inc. was appointed as CCAA monitor for the cases
of Cline Mining Corporation and two of its affiliates, New Elk
Coal Company LLC and North Central Energy Company.

The CCAA monitor can be reached at:

   FTI Consulting Canada Inc.
   TD Waterhouse Tower
   79 Wellington Street West
   Suite 2010, P.O. Box 104
   Toronto, Ontario M5K 1G8

   Attention: Pamela Luthra
   Tel: 1-855-398-7390 or
        416-649-8099
   Fax: 416-649-8101
   Email: cline@fticonsulting.com


CLINE MINING: Canadian Creditors' Meeting Slated for January 21
---------------------------------------------------------------
A meeting of creditors of Cline Mining Corporation and two of its
affiliates -- which creditors are entitled to vote on a plan of
compromise and arrangement under the Companies Creditors'
Arrangement Act -- will be held on these dates, time and location:

  Date:     Jan. 21, 2015

  Time:     10:00 a.m. - WARN Act Plaintiffs Claim
            11:00 a.m. - Affected Unsecured Creditor Claim
            12:00 p.m. - Secured Noteholders Class

  Location: Goodmans LLP
            333 Bay Street, Suite 3400
            Toronto, Ontario

In the event the plan is approved at the meeting of creditors,
Cline Mining said it will file on Jan. 28, 2015, seeking order
sanctioning that plan.  Objections, if any, to the plan must be
filed 7 days before the sanction hearing no later than 5:00 p.m.
(Toronto Time).


CLINE MINING: TRO Issued; Injunction Hearing Today
--------------------------------------------------
Judge Elizabeth Brown of the U.S. Bankruptcy Court for the
District of Colorado granted the motion of FTI Consulting Canada
Inc., as court-appointed monitor and foreign representative of
Cline Mining Corporation, New Elk Coal Company LLC, and North
Central Energy Company, for a show cause order with a temporary
restraining order staying execution against the assets of the U.S.
Debtors.

A hearing on the Monitor's motion for a preliminary injunction
extending the relief in the TRO until the disposition of the
Chapter 15 Petitions will be held on Dec. 12, 2014, at 9:30 a.m.

Pending the Hearing:

   (i) pursuant to Sections 1519(a)(1) and 105(a) of the U.S.
       Bankruptcy Code, all persons and entities are enjoined from
       seizing, attaching, possessing, executing and/or enforcing
       liens against the assets of any member of the Cline Debtors
       within the territorial jurisdiction of the United States;
       and

  (ii) pursuant to Sections 1519 and 105(a) of the U.S. Bankruptcy
       Code, Sections 362 and 365(e) of the U.S. Bankruptcy Code
       will apply in the Chapter 15 cases, thereby (a) staying any
       and all actions or proceedings against the Cline Debtors
       and their assets within the territorial jurisdiction of the
       United States and (b) enjoining all persons and entities
       from terminating or modifying any executory contracts or
       unexpired leases with any of the Cline Debtors, or
       terminating or modifying any rights or obligations under
       those contracts or leases, solely because of a condition of
       the kind described in Section 365(e)(1) of the U.S.
       Bankruptcy Code.

                       About Cline Mining

Cline Mining Corporation, together with Raton Basin Analytical
LLC, a Colorado limited liability company of which New Elk is the
sole member ("Cline Group") are in the business of locating,
exploring and developing mineral resource properties, with a focus
on gold and metallurgical coal.

Cline Mining Corporation on Dec. 3 announced a proposed
recapitalization transaction with these key elements: (1) A
reduction of over $55 million in secured debt issued by Cline; (2)
The compromise or arrangement of certain unsecured debts of
Cline; and (3) A change of control of the equity of Cline.  To
implement the recapitalization, Cline Mining obtained an Order
from the Ontario Superior Court of Justice (Commercial List)
initiating proceedings under the Companies' Creditors Arrangement
Act (the "CCAA").  FTI Consulting Canada Inc. is the court-
appointed monitor and authorized foreign representative of the
U.S. Debtors.

FTI Consulting filed petitions for recognition of Cline Mining
Corporation and its two affiliates' CCAA proceedings under Chapter
15 of the U.S. Bankruptcy Code on Dec. 3, 2014 (Bankr. D. Colo.,
Case No. 14-26132).  The Chapter 15 Petitioner's counsel is Ken
Coleman, Esq., and Jonathan Cho, Esq., at Allen & Overy LLP, in
New York.


CLINE MINING: Court Issues Joint Administration Order
-----------------------------------------------------
Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado issued an order joining the administration of
the Chapter 15 cases of Cline Mining Corporation, New Elk Coal
Company LLC, and North Central Energy Company under Case No. 14-
26132 (EEB).

                       About Cline Mining

Cline Mining Corporation, together with Raton Basin Analytical
LLC, a Colorado limited liability company of which New Elk is the
sole member ("Cline Group") are in the business of locating,
exploring and developing mineral resource properties, with a focus
on gold and metallurgical coal.

Cline Mining Corporation on Dec. 3 announced a proposed
recapitalization transaction with these key elements: (1) A
reduction of over $55 million in secured debt issued by Cline; (2)
The compromise or arrangement of certain unsecured debts of
Cline; and (3) A change of control of the equity of Cline.  To
implement the recapitalization, Cline Mining obtained an Order
from the Ontario Superior Court of Justice (Commercial List)
initiating proceedings under the Companies' Creditors Arrangement
Act (the "CCAA").  FTI Consulting Canada Inc. is the court-
appointed monitor and authorized foreign representative of the
U.S. Debtors.

FTI Consulting filed petitions for recognition of Cline Mining
Corporation and its two affiliates' CCAA proceedings under Chapter
15 of the U.S. Bankruptcy Code on Dec. 3, 2014 (Bankr. D. Colo.,
Case No. 14-26132).  The Chapter 15 Petitioner's counsel is Ken
Coleman, Esq., and Jonathan Cho, Esq., at Allen & Overy LLP, in
New York.


COMDISCO HOLDING: Earns $855,000 in Fiscal Yr. Ended Sept. 30
-------------------------------------------------------------
Comdisco Holding Company, Inc., reported financial results for its
fiscal year ended Sept. 30, 2014.  Comdisco emerged from Chapter
11 bankruptcy proceedings on August 12, 2002 and, under its Plan
of Reorganization, its business purpose is limited to the orderly
sale or run-off of all of its remaining assets.

Operating Results: For the fiscal year ended September 30, 2014,
Comdisco reported net earnings of approximately $855,000, or $0.21
per common share (basic and diluted).  The net earnings was driven
in large part by the gain on sale of equity investments and the
reversal of income tax liabilities for the Company's Canadian
subsidiary which was liquidated during the fiscal year ended
September 30, 2014.  The per share results for Comdisco are based
on 4,028,951 shares of common stock outstanding on average during
the 2014 fiscal year.

For the fiscal year ended September 30, 2014, total revenue was
approximately $1,755,000 as compared to approximately $200,000 of
revenue for the fiscal year ended September 30, 2013.  The
increase is primarily the result of the gain on the sale of equity
investments during the fiscal year as compared to the prior year
and miscellaneous income for the sale of an investment in India
that was previously written off.  Net cash provided by operating
activities was approximately $353,000 for the fiscal year ended
September 30, 2014 resulting from the sale of equity investments,
bad debt recoveries and income tax receipts from Canada slightly
offset by the payment of selling, general and administrative
expenses and income tax payments.

Total assets were approximately $37,438,000 as of September 30,
2014, which included approximately $31,992,000 of unrestricted
cash, compared to total assets of approximately $38,304,000 as of
September 30, 2013, which included approximately $32,011,000 of
unrestricted cash and short-term investments.

As a result of bankruptcy restructuring transactions, the adoption
of fresh-start reporting and multiple asset sales, Comdisco's
financial results are not comparable to those of its predecessor
company, Comdisco, Inc.

                        About Comdisco

Comdisco emerged from Chapter 11 bankruptcy proceedings on August
12, 2002.  The purpose of reorganized Comdisco is to sell, collect
or otherwise reduce to money in an orderly manner the remaining
assets of the corporation.  Pursuant to the Plan and restrictions
contained in its certificate of incorporation, Comdisco is
specifically prohibited from engaging in any business activities
inconsistent with its limited business purpose.  Accordingly,
within the next few years, it is anticipated that Comdisco will
have reduced all of its assets to cash and made distributions of
all available cash to holders of its common stock and contingent
distribution rights in the manner and priorities set forth in the
Plan. At that point, the company will cease operations.  The
company filed on August 12, 2004 a Certificate of Dissolution with
the Secretary of State of the State of Delaware to formally
extinguish Comdisco Holding Company, Inc.'s corporate existence
with the State of Delaware except for the purpose of completing
the wind-down contemplated by the Plan.


CONN'S INC: Moody's Changes Rating Outlook on Ba3 CFR to Negative
-----------------------------------------------------------------
Moody's Investors Service changed the outlook of Conn's, Inc. to
negative, and affirmed all ratings, including the Ba3 Corporate
Family Rating.

Ratings affirmed:

  Corporate Family Rating at Ba3

  Probability of default rating at Ba3-PD

  $250 million senior unsecured notes at B2, LGD5

  Speculative grade liquidity rating at SGL-2

Outlook Actions:

Issuer: Conn's, Inc.

  Outlook, Changed To Negative From Stable

Ratings Rationale

"The change in outlook to negative follows Conn's announcement of
weak third quarter earnings, driven by significant deterioration
in its proprietary credit portfolio," stated Moody's Vice
President Charlie O'Shea. "The company's core credit customers are
clearly feeling pressure from various negative economic factors,
some of which appear to be regional in scope, and the company is
implementing remedial measures to limit further deterioration.
Moody's notes that retail earnings have been relatively solid,
however given the inexorable link between retail sales and
proprietary credit to finance those sales as roughly 77% of sales
involve the purchaser using Conn's credit product, there is the
risk that remedial steps to improve the quality and performance of
the credit portfolio will have a negative impact on retail
operating income. In addition, the company is undergoing
management changes, some of which are focused on expanding the
oversight on the credit business, and its strategic review is
ongoing, increasing the level of uncertainty," added Mr. O'Shea.

The Ba3 rating considers Conn's credit metrics, which despite
recent weakness due to deterioration in the credit portfolio
remain strong, its dedicated customer base, as well as the
challenges the company faces in staunching the losses in its
credit business. Ratings also consider the company's relatively
small size and limited geographic breadth, with heavy reliance at
present on the vagaries of the Texas economy, which Moody's
believes are somewhat responsible for the poor recent performance
of Conn's credit business. The negative outlook considers the
challenges the company faces as it attempts to reverse the recent
negative performance trend of its credit business, which has
become a drag on earnings and by extension credit metrics. Ratings
could be downgraded if operating performance continues to weaken
resulting in debt/EBITDA rising above 4.5 times or EBITA/interest
falling below 4.5 times, or if liquidity were to weaken. Ratings
could be upgraded if debt/EBITDA was maintained below 4 times and
EBITA/interest was maintained at around 6 times, financial policy
remains conservative with respect to acquisitions, store growth
and shareholder returns, and that the performance of the credit
business becomes more stable and predictable. The SGL-2
speculative grade liquidity rating recognizes that the company is
heavily reliant on its unrated ABL facility to fund the
significant working capital needs resulting from the growth in
credit receivables that support the growth of the retail business.

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

Headquartered in The Woodlands, Texas, Conn's is a retailer of
predominantly furniture, home appliances, and consumer electronics
with a network of 89 stores in Texas (56) and bordering states and
annual revenues of around $1.3 billion. It provides proprietary
financing of its products on a secured installment loan basis
which accounts for around 77% of retail revenues.


CONNECTEDU INC: CSM Wants Clear Regulation of Student Data
----------------------------------------------------------
Michele Molnar at Edweek.org reports that James P. Steyer, the CEO
and founder of Common Sense Media, a San Francisco-based nonprofit
that advocates for safe technology use for children, has called
for "clear state and national regulation of student data and
personal information."

According to Edweek.org, millions of student records were sold in
the ConnectEdu Inc. bankruptcy case.

Edweek.org relates that when ConnectEdu filed for bankruptcy, 20
million student records hung in the balance, raising many
questions for educators and parents alike.  The report states that
the sale of ConnectEDU occurred without the company abiding
strictly to its privacy policy.  According to the report,
ConnectEDU had promised its users that they could delete their
personally identifiable records before any sale.

The Federal Trade Commission's Consumer Protection Bureau,
Edweek.org recalls, asked the Bankruptcy Court to: (i) have
ConnectEDU destroy all personal data; (ii) notify users that their
personal information was about to be sold and that they could have
it deleted; or (iii) to appoint a privacy ombudsman to ensure
protection of the users' privacy.  None of those happened, because
ConnectEDU had no workers as of the filing date, Edweek.org
states, citing Wojciech F. Jung, Esq., at Lowenstein Sandler LLP,
the lead bankruptcy counsel for ConnectEDU.  The report says that
it was left to Graduation Alliance and Symplicity Corporation, the
companies that bought ConnectEDU's assets, to carry out the
notifications after the records had been transferred.

Edweek.org quoted Mr. Steyer as saying, "ConnectEDU was not the
first, and certainly will not be the last, ed-tech company to be
sold or merged or go bankrupt.  You cannot always leave it up to
the industry to do the right thing or even stand by their own
privacy policies."

                        About ConnectEdu

ConnectEdu Inc., a maker of education-related technology, filed
for Chapter 11 bankruptcy protection in Manhattan, on April 28,
2014.  The case is In re ConnectEdu, Inc., Case No. 14-11238
(Bankr. S.D.N.Y.).  The Debtor's counsel is Wojciech F Jun, Esq.,
and Sharon L. Levine, Esq., at Lowenstein Sandler LLP.

The filing lists ConnectEdu's assets at between $1 million and
$10 million against liabilities of between $10 million and $50
million.


CRYOPORT INC: Issues $415,000 Notes to Investors
------------------------------------------------
Cryoport, Inc., issued to certain accredited investors 2014 Series
Secured Promissory Notes in the aggregate original principal
amount of $415,000 between Dec. 3, 2014, and Dec. 4, 2014,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.

The board of directors of Cryoport has approved the issuance of
2014 Series Secured Promissory Notes up to an aggregate original
principal amount of $1,000,000.  The Notes accrue interest at a
rate of 7% per annum.  All principal and interest under the Notes
will be due on July 1, 2015.  Cryoport may elect to extend the
maturity date of the Notes to Jan. 1, 2016, by providing written
notice to the Investors and a warrant to purchase a number of
shares of common stock of Cryoport equal to (a) the then
outstanding principal balance of the Note, divided by (b) $0.50
multiplied by 125%.  Cryoport may prepay the Notes at any time
without penalty and payments will be on a pari passu basis.

The Notes are secured by all tangible assets of Cryoport pursuant
to the terms of that certain Security Agreement dated Dec. 3,
2014, between Cryoport and the Investors.  Cryoport is obligated
to keep the collateral and all of its other personal property and
assets free and clear of all security interests, except for
certain limited exceptions.

In connection with the issuance of the Notes, Cryoport issued the
Investors warrants to purchase 1,037,500 shares of common stock at
an exercise price of $0.50 per share.  The warrants are
exercisable on May 31, 2015, and expire on Nov. 30, 2021.

Cryoport did not pay any discounts or commissions with respect to
the issuance of the Notes or the Warrants.

                          About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

Cryoport reported a net loss of $19.56 million on $2.65 million of
revenues for the year ended March 31, 2014, as compared with a net
loss of $6.38 million on $1.10 million of revenues for the year
ended March 31, 2013.

The Company's balance sheet at Sept. 30, 2014, showed $1.20
million in total assets, $2.57 million in total liabilities, all
current, and a $1.37 million total stockholders' deficit.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014.  The independent
auditors noted that the Company has incurred recurring operating
losses and has had negative cash flows from operations since
inception.  Although the Company has cash and cash equivalents of
$369,581 at March 31, 2014, management has estimated that cash on
hand, which include proceeds from convertible bridge notes
received in the fourth quarter of fiscal 2014, will only be
sufficient to allow the Company to continue its operations into
the second quarter of fiscal 2015.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


DEB STORES: Headed for GOB Sales After Rival Offers in Ch. 11
-------------------------------------------------------------
Deb Stores, short of cash amid declining sales, began looking for
buyers in August but couldn't find an adequate bid to buy the
business as a going concern.  Accordingly, Deb Stores sought
bankruptcy protection, with a deal with liquidators to conduct a
going-out-of-business sale at its 295 stores.

Deb Stores Holding LLC, which is controlled by private equity firm
Cerberus Capital Management, said it is working with a joint
venture comprised of Gordon Brothers Retail Partners and Hilco
Merchant Resources, to finalize a form of agency agreement,
pursuant to which Gordon and Hilco would be designated as the
Debtors' agent to conduct store closing sales and liquidate the
Debtors' inventory.

In order to proceed with a transaction as expeditiously as
possible, the Debtors anticipate shortly filing a motion seeking,
among other things, approval of an agency agreement with Gordon/
Hilco or a higher and better offer, grant bidding protections to
Gordon/Hilco, establish bidding procedures for an auction and
conduct a hearing on the request to conduct store closing sales
and liquidate their inventory through a liquidator or to
consummate an alternative transaction of the successful bidder.
The Debtors believe that conducting store closing sales, or
consummating a higher and better transaction, will maximize value
for the Debtors' estates while minimizing the administrative
expenses incurred in the Chapter 11 cases.

The Debtors though said they are still in the process of
evaluating whether a going concern sale of their assets is
feasible.

The Debtors' year-to-date revenues as of Nov. 1, 2014, amounted to
$205 million, a 10 percent decrease over total revenues for the
same period in 2013.  The total revenues in 2013 amounted to $296
million, a 3 percent decrease from 2012.

                          First Day Cases

The Debtors on the Petition Date filed motions to:

  -- jointly administer their Chapter 11 cases;

  -- appoint Epiq Bankruptcy Solutions, LLC as claims and noticing
agent;

  -- pay $1.3 million in prepetition sales and use taxes;

  -- pay $1.3 million in prepetition claims of shippers and
customs representatives;

  -- honor certain prepetition obligations to customers;

  -- pay wages and benefits of 4,059 employees;

  -- access DIP financing and use cash collateral;

  -- maintain their existing bank accounts; and

  -- prohibit utilities from discontinuing service and provide
adequate assurance of payment in the form of deposit of $283,000.

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

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

                         About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a mall-
based retailer in the juniors "fast-fashion" specialty sector that
operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the company operated
a total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc.
and its subsidiaries sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 11-11941) and closed the sale of the assets three
months later to Ableco Finance, LLC, the agent for the first lien
lenders.

Deb Stores Holding LLC and 8 affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
LLC; Case No. 14-12676.  The cases are assigned to Judge Mary F.
Walrath.

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.


DEB STORES: Proposes $25-Mil. of DIP Financing From PNC
-------------------------------------------------------
Deb Stores Holding LLC and its affiliates seek approval from the
Bankruptcy Court to obtain $25 million secured postpetition
superpriority financing from PNC Bank, National Association, as
agent and lender, and use cash collateral.

The Debtors owe lenders led by PNC on a prepetition revolving
credit amounting to $25.1 million plus interest on as of Dec. 1,
2014.  The Debtors also owe lenders led by Ableco, LLC, as
administrative agent, on a term loan totaling $74.5 million plus
interest.

The Debtors are in the process of evaluating whether going concern
sale of their assets is feasible.  In the interim, the Debtors are
negotiating a stalking horse agreement with liquidators, subject
to higher and better offers, in order to effectuate store-closing
inventory sales if no going concern buyer materializes.  Pending
approval of a sale by the Court, the Debtors intend to operate
their business in the ordinary course and require immediate access
to postpetition financing and cash collateral.

The salient terms of the proposed DIP Revolving Credit Agreement
are:

   * Borrowers:       Debtors.

   * DIP Revolving
     Lenders:         PNC Bank, N.A., as agent, and sole lender.

   * Type and
     Amount
     of DIP:          A senior debtor-in-possession revolving
                      credit facility Amount of DIP extended by
                      the DIP Revolving Credit Lenders in the
                      amount of up to $25,000,000, plus any
                      interest, fees and other obligations accrued
                      thereon.  Under the interim order, the
                      aggregate financing available to the Debtors
                      under the DIP Revolving Credit Agreement
                      will not exceed $23,000,000 in principal
                      amount.

   * Approved Budget: Use of cash shall be subject to the approved
                      budget and the period commencing on the
                      Petition Date and ending on March 1, 2015,
                      unless terminated earlier as and when the
                      Debtors' sell substantially all of their
                      assets or otherwise repay the Revolving
                      Credit Obligations.

   * Adequate
     Protection for
     Prepetition
     Revolving
     Credit Agent:    A lien in the DIP collateral, a postpetition
                      claim against the Debtors' estates having
                      equal priority to the DIP revolving credit
                      obligations, payment of reasonable fees and
                      expenses.

   * Adequate
     Protection for
     Term Loan
     Agent:           A lien in the DIP collateral, a postpetition
                      claim and payment of reasonable fees and
                      expenses.

   * Facility Fees:   The Debtors will pay the DIP agent a fee in
                      an amount equal to $50,000 and an unused
                      line fee of 0.50% per annum.

   * Interest Rate:   The interest rate will be the prime rate
                      plus 3.5 percent per annum or 6.75 percent
                      per annum at the current rates.

   * Maturity Date:   The proposed credit facility will mature on
                      the earliest to occur of the expiration of
                      the term (i.e. March 1, 2015) or earlier
                      termination of the DIP facility in
                      accordance with the terms of the DIP
                      Revolving Credit Agreement.

In addition, the proposed interim order contemplates repayment of
the DIP Revolving Credit Lenders and the Term Loan Lenders, as the
case may be, from the proceeds of the disposition of the Debtors'
assets.  As reflected in the budget, the Debtors anticipate that
the Prepetition Revolving Credit Lenders and the DIP Revolving
Credit Lenders will be paid in full from the proceeds of the sale.
Following a payment of the Revolving Credit Obligations, the
interim order provides that the Term Loan Lenders will receive an
initial pay-down of no less than $9.2 million upon the closing of
a stalking horse agreement with liquidators, or a higher or better
bid, and possible subsequent payments as set forth in the interim
order.

                         About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a mall-
based retailer in the juniors "fast-fashion" specialty sector that
operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the company operated
a total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors, DSI Holdings Inc. and
its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 11-11941) and closed the sale of assets three months
later to Ableco Finance, LLC, the agent for the first lien
lenders.

Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
LLC; Case No. 14-12676.  The cases are assigned to Judge Mary F.
Walrath.

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.


DEB STORES: Proposes Epiq as Claims and Notice Agent
----------------------------------------------------
Deb Stores Holding LLC and its affiliates seek approval from the
bankruptcy court to appoint Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.

The Debtors anticipate that there will be thousands of entities to
be noticed in the Chapter 11 cases.  In view of the number of
anticipated claimants and the complexity of the Debtors'
businesses, the Debtors submit that the appointment of a claims
agent is both necessary and in the best interests of the Debtors'
estates and their creditors.

Epiq agreed to a $20,000 retainer.

As claims agent, Epiq will charge the Debtors at these rates:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical/Administrative Support               $30 to $45
Case Manager                                  $50 to $80
IT/ Programming                               $70 to $110
Senior Case Manager                           $85 to $130
Consultant/ Senior Consultant                $145 to $190
Director/ Vice President Consulting              $200

For its noticing services, Epiq will charge $0.10 per page for
facsimile noticing and won't charge anything for e-mail noticing.
For database maintenance, the firm will charge $0.09 per record
per month.  For-online claim filing services, Epiq will charge
$3 per claim filed.

Epiq can be reached at:

         EPIQ SYSTEMS
         c/o E.B.S. LLC
         757 Third Avenue, Third Floor
         New York, NY 10017
         Attn: Lorenzo Mendizabal

                         About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a mall-
based retailer in the juniors "fast-fashion" specialty sector that
operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the company operated
a total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors, DSI Holdings Inc. and
its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 11-11941) and closed the sale of assets three months
later to Ableco Finance, LLC, the agent for the first lien
lenders.

Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
LLC; Case No. 14-12676.  The cases are assigned to Judge Mary F.
Walrath.

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.


DEB STORES: Has Interim Authority to Tap $23MM in DIP Loans
-----------------------------------------------------------
Deb Stores Holdings, LLC, et al., obtained interim authority from
the U.S. Bankruptcy Court for the District of Delaware to tap
postpetition secured financing from PNC Bank, National
Association, as agent for lenders, in an amount not more than
$23,000,000 of revolving advances.

The Debtors also obtained interim authority to use cash collateral
securing their prepetition indebtedness.

As of the Petition Date, the Debtors were parties to the following
credit agreements:

   * a Revolving Credit and Security Agreement with PNC as agent
     and sole lender, pursuant to which the Debtors were indebted
     in the approximate non-contingent liquidated amount of
     $25,147,305, as of Dec. 1, 2014; and

   * a financing agreement with Ableco, L.L.C., as administrative
     and collateral agent for itself and for a consortium of
     lenders, pursuant to which the Debtors were indebted in the
     approximate amount of $74,511,020.

A final hearing with respect to the motion is scheduled for
Jan. 7, 2015, at 11:00 a.m.  Objections and responses must be
submitted on or before Dec. 31 and must be served upon:

   (a) counsel to the Debtors:

       Laura Davis Jones, Esq.
       PACHULSKI STANG ZIEHL & JONES LLP
       919 North Market Street, 17th Floor
       Wilmington, DE 19899

   (b) counsel to the Term Loan Agent:

       Michael L. Tuchin, Esq.
       David A. Fidler, Esq.
       KLEE, TUCHIN, BOGDANOFF & STERN LLP
       1999 Avenue of the Stars, 39th Floor
       Los Angeles, CA 90067-6049

          -- and --

       Mark D. Collins, Esq.
       RICHARDS, LAYTON & FINGER, P.A.
       One Rodney Square, 920 North King Street
       Wilmington, DE 19801

   (c) counsel to the DIP Revolving Credit Agent

       Joshua I. Divack, Esq.
       Daniel M. Ford, Esq.
       HAHN & HESSEN LLP
       488 Madison Avenue
       New York, NY 10022

                         About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a mall-
based retailer in the juniors "fast-fashion" specialty sector that
operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the company operated
a total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors, DSI Holdings Inc. and
its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 11-11941) and closed the sale of assets three months
later to Ableco Finance, LLC, the agent for the first lien
lenders.

Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
LLC; Case No. 14-12676.  The cases are assigned to Judge Mary F.
Walrath.

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.


DEB STORES: To Begin Store Closings Jan. 9
------------------------------------------
Deb Stores Holding LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to enter into an
agency agreement with a contractual joint venture composed of
Hilco Merchant Resources, LLC, and Gordon Brothers Retail
Partners, LLC.

Pursuant to the Agency Agreement, the Stalking Horse will serve as
the Debtors' exclusive agent to (a) sell all of the merchandise
located at all of the Debtors' retail locations and, if requested
by the stalking horse, through e-commerce platforms, and (b)
dispose of any owned fixtures, furnishings and equipment in the
Debtors' retail locations, distribution center and corporate
offices.

As a guaranty of the Stalking Horse's performance under the Agency
Agreement, the Stalking Horse will guarantee the Debtors' receipt
of 98.25% of the cost value of the merchandise included in the
sale.  The Cost Value of the Merchandise is estimated to be
between $38,000,000 and $42,000,000.  The Stalking Horse will
receive a fee 6.5% of the aggregate cost value of the merchandise.

The Stalking Horse will commence the Store Closing Sales on or
prior to Jan. 9, 2015, and expects to end the store closing sales
on or about April 30, 2015.

If the Court approves an alternative transaction or the Stalking
Horse is not approved as the successful bidder at the auction,
then the stalking horse will be entitled to receive (i) $400,000,
(ii) an expense reimbursement of up to $200,000, and (iii) the
Stalking Horse's actual out-of-pocket costs of signage and freight
in an amount not to exceed $450,000.

A hearing on the approval of the bidding procedures is scheduled
for Dec. 19, 2014.  Objections are due Dec. 17.

                         About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a mall-
based retailer in the juniors "fast-fashion" specialty sector that
operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the company operated
a total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors, DSI Holdings Inc. and
its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 11-11941) and closed the sale of assets three months
later to Ableco Finance, LLC, the agent for the first lien
lenders.

Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
LLC; Case No. 14-12676.  The cases are assigned to Judge Mary F.
Walrath.

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.


DEB STORES: Names Timothy Boates as Restructuring Officer
---------------------------------------------------------
Deb Stores Holding LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ RAS
Management Advisors, LLC, to provide Timothy D. Boates as chief
restructuring officer, additional personnel, and financial
advisory and restructuring-related services.

Mr. Boates, with the assistance of the Additional Personnel from
RAS, will provide various services, which may include, but are not
necessarily limited to, the following:

   (a) directing the Company's finance and accounting functions,
       with the Company's Chief Financial Officer reporting
       directly to Mr. Boates;

   (b) management of all aspects of the Company's financial
       resources, including cash and liquidity management;

   (c) directing the development of a potential plan of
       reorganization, including all elements of the Company's
       store-level, e-commerce, and administrative operations;

   (d) directing the efforts of the Company's management, its
       employees, and its external professionals in connection
       with potential transactional efforts, including any
       refinancing of the Company's senior secured credit
       obligations or any other equity or investment efforts, or
       any filing under Chapter 11; and

   (e) management of the obligations owed by the Company to its
       significant creditors, including without limitation, the
       Company's secured lenders and its trade creditors.

Mr. Boates and the Additional Personnel from RAS have agreed to be
paid according to the following fee structure:

                            Daily    Hourly
                            ------   ------
      Timothy Boates        $5,000     $500
      Timothy Puopolo       $3,500     $350
      Robert Tetrault       $3,250     $325
      Patrick Carew         $3,250     $325
      Clerical                          $30

During the one-year period prior to the Petition Date, RAS has
received $417,957 from the Debtors for services performed and
expenses incurred prior to the Petition Date.  In addition, RAS
has received, and continues to hold, $75,000 as retainer from the
Debtors.

The Debtors are seeking to employ Mr. Boates and the RAS Personnel
pursuant to Section 363(b) of the Bankruptcy Code.  The Debtors
state that because the Debtors are not seeking to retain RAS as a
professional under Section 327, there is no requirement that RAS,
Mr. Boates, or any of the Additional Personnel be disinterested.

The RAS Personnel may be reached at:

         Timothy Boates
         Tel: 256-776-4989
         Email: tboates@rasmanagement.com

            -- and --

         Timothy Puopolo
         Tel: 602-316-4993
         Email: tpuopolo@rasmanagement.com

                         About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a mall-
based retailer in the juniors "fast-fashion" specialty sector that
operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the company operated
a total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors, DSI Holdings Inc. and
its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 11-11941) and closed the sale of assets three months
later to Ableco Finance, LLC, the agent for the first lien
lenders.

Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
LLC; Case No. 14-12676.  The cases are assigned to Judge Mary F.
Walrath.

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.


ELECTRICAL COMPONENTS: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Electrical Components
International, Inc.'s (ECI) B2 Corporate Family Rating and B3-PD
Probability of Default Rating following the company's announcement
it will acquire Global Harness Systems (GHS) for approximately $37
million. The transaction is expected to be funded with a proposed
$40 million add-on to the company's existing $260 million
principal term loan B. As a result of these rating actions,
Moody's affirmed the B1 rating on the company's senior secured
credit facilities, consisting of an upsized $300 million 7-year
term loan B and a $50 million 5-year revolving credit facility.
The rating outlook is maintained at stable.

The ratings were affirmed due to the limited impact of the
transaction on the company's credit metrics and anticipated
benefits to the company stemming from the acquisition. Leverage at
ECI remains slightly elevated on a pro-forma basis but Moody's
anticipate deleveraging via debt repayment during the next few
years.

Moody's views ECI's proposed acquisition of GHS favorably,
primarily because it will improve ECI's customer concentration and
end-market diversification. ECI will attempt to leverage GHS'
existing customer base by cross-selling its products into new
markets and geographies, but on a pro-forma basis ECI's customer
concentration will remain high, as its two largest customers will
account for greater than 40% of PF sales. The transaction is
expected to strengthen ECI's end-market presence in the higher
growth specialty/industrial market while reducing concentration in
appliances. In addition, ECI's knowledge base will benefit from
GHS' well-established position and engineering capabilities in the
bus and marine markets, two markets that were largely untapped by
ECI prior to the acquisition.

The following ratings have been affirmed (subject to final
documentation):

  Corporate Family Rating at B2;

  Probability of Default Rating at B3-PD;

  $50 million senior secured revolving credit facility maturing
  2019 at B1 (LGD2); and

  $300 million senior secured term loan B (upsized from $260
  million) due 2021 at B1 (LGD2).

The rating outlook is maintained at stable

Ratings Rationale

ECI's B2 Corporate Family Rating reflects its small size relative
to the rated manufacturer universe, as well as its moderately
elevated leverage profile. The rating also considers the company's
potential for cyclicality and very high customer concentration
within the North American and European white goods appliance
sectors, highlighted by its top two customers accounting for
greater than 40% of PF sales following the acquisition of GHS.
However, the company's concentrated customer base is largely a
function of the mature and consolidated nature of the US and
European appliance industries. The rating benefits from the
company's leading market position as a wire harness manufacturer
in North America and Europe as well as its low-cost manufacturing
capabilities, which Moody's view as a key competitive advantage.
The rating incorporates Moody's expectation that ECI will generate
positive free cash flow that will be used for deleveraging during
the next few years.

The stable outlook reflects Moody's expectation that ECI will grow
its top-line in the low-to-mid single digit range and gradually
deleverage via both EBITDA growth and debt repayment during the
next 12 to 18 months. It further assumes the company will maintain
a good liquidity profile and generate positive free cash flow. In
addition, the company is expected to have limited draws on its
revolver, but utilization is unlikely to exceed 20% of the total
facility amount.

The ratings could be upgraded if ECI is able to deleverage such
that Moody's adjusted debt-to-EBITDA is sustained around 4.0 times
and interest coverage approaches 3.0 times. Also, the company will
have to maintain at least a good liquidity profile prior to an
upgrade. Alternatively, the ratings could be downgraded if ECI's
liquidity weakens and revolver drawings increase beyond Moody's
expectation of 20% of revolver capacity. In addition, if Moody's
adjusted debt-to-EBITDA climbs above 5.5 times and interest
coverage falls below 2.0 times the ratings could be downgraded.

The principal methodology used in this rating was the 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.

Electrical Components International (ECI) is a leading
manufacturer of wire harnesses and providers of value-added
assembly services to companies primarily located in North America
and Europe. The company also generates sales in South America and
Asia. ECI operates in two core segments; appliances and specialty
industrials. ECI is believed to be the leading wire harness
supplier for appliance companies in both North America and Europe,
and also produces specialty harnesses for several industries
including automotive, HVAC, construction, and agricultural
equipment among others. In November 2013 ECI acquired Incaelec, a
European wire-harness manufacturer, and is currently in the
process of purchasing Global Harness Systems (GHS), a North
American manufacturer of wire harnesses and panel assemblies. ECI
was acquired by private equity firm KPS Capital Partners, LP in
May 2014. Sales for the twelve month period ended September 30,
2014 -- pro forma for the Incaelec and GHS acquisitions -- were
nearly $690 million.


ENERGY FUTURE: Aims for Quick Ch 11 Exit; Discloses Attorney Fees
-----------------------------------------------------------------
Ellen Rosen at Bloomberg News reports that Energy Future Holdings
Corp. will keep bankruptcy lawyers at firms Morrison & Foerster
LLP and Richards, Layton & Finger PA busy in the coming months as
the Company aims for a relatively quick exit from Chapter 11.

In court documents dated Dec. 8, the Company listed fees of $20.5
million and $1.25 million in expenses paid to bankruptcy counsel
Kirkland & Ellis LLP from April 29 to Aug. 31.  Bloomberg relates
that Gibson, Dunn & Crutcher LLP, the Company's special counsel
for "certain corporate and litigation matters," was paid $630,000
during the same period, and Godfrey & Kahn SC, acting as counsel
to the fee committee, got $580,000 from Aug. 21 to Oct. 31.

                       About Energy Future

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

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

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

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

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

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

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

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

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


ENTERCOM COMMUNICATIONS: Lincoln Deal No Impact on Moody's B2 CFR
-----------------------------------------------------------------
Moody's Investors Service said that on December 8, 2014, Entercom
Communications Corp. announced its agreement to acquire Lincoln
Financial Media for $105 million plus working capital from Lincoln
Financial Group (the marketing name for affiliates of Lincoln
National Corporation which is rated Baa1 stable). The company
plans to finance the transaction with $77.5 million in cash plus
$27.5 million in new perpetual cumulative convertible preferred
stock held by Lincoln Financial Group. The cash portion of the
purchase price is expected to be funded primarily from balance
sheet cash plus advances under its $50 million revolver. There is
no immediate impact to Entercom's debt ratings or stable outlook
as Moody's expect financial metrics and operating performance to
remain solidly positioned in the B2 Corporate Family Rating.
Closing is subject to regulatory approval expected to be received
in the second quarter of 2015.

The acquisition will add a total of 15 radio stations, 10 of which
will be in three new major markets: Atlanta (#9 ranked radio
market), Miami (#11) and San Diego (#17), and five of which will
add to the company's existing station cluster in Denver (#18). The
transaction enhances diversification by expanding Entercom's
portfolio to more than 130 stations in 26 markets and favorably
expands the company's broadcast footprint in top 20 markets while
keeping financial metrics, including leverage, largely within pre-
transaction levels (5.0x debt-to-EBITDA as of September 30, 2014,
incorporating Moody's standard adjustments). Moody's believes
Entercom will also benefit from enhanced cash flow given the
addition of acquired stations to its larger platform, the
elimination of redundant corporate overhead, and the step-up in
tax basis. The issuance of $27.5 million of preferred stock comes
with modest amounts of annual cash payments, and Moody's expect
the company to eventually redeem the preferred shares to avoid
accretion or the scheduled increase in cash payments.

Moody's notes that Entercom has been disciplined in its
acquisition strategy demonstrated by the leverage neutral
acquisition of KBLX-FM in San Francisco for $25 million in 2012
and track record for passing on potential acquisitions including
Citadel Broadcasting in 2011, certain assets of Lincoln Financial
Media in 2007, and ABC Radio in 2005. Entercom plans to begin
operating the Lincoln Financial Media stations under a time
brokerage agreement starting in late January following customary
regulatory review. In addition, the company plans to divest one FM
station in the Denver market to comply with FCC station ownership
limits.

Entercom Communications Corp., headquartered in Bala Cynwyd, PA,
is one of the five largest radio broadcasting companies based on
revenue or number of stations. The company was founded in 1968 by
Joseph M. Field, Chairman, and is focused primarily on radio
broadcasting currently with 112 radio stations in 23 large and
mid-sized markets ranked #4 to #101 including San Francisco,
Boston, Seattle, and Denver. The company reported revenue of $378
million for the 12 months ended September 30, 2014. Entercom is
publicly traded with Joseph M. Field (Chairman) and David J. Field
(President /CEO and son of the Chairman) owning approximately 30%
combined economic interest in the company with roughly 73% voting
power. Remaining shares are widely held.


EXIDE TECHNOLOGIES: Enters Into Amended Plan Support Agreement
--------------------------------------------------------------
Exide Technologies on Dec. 11 disclosed that it entered into an
amended and restated plan support agreement ("Amended PSA") with
holders of a majority of the principal amount of Exide's senior
secured notes.

The Amended PSA allows Exide additional time to negotiate the
terms of a commitment to backstop the second lien convertible
notes to be offered to certain senior secured noteholders pursuant
to Exide's proposed plan of reorganization ("POR") previously
filed on November 17, 2014.  A number of senior secured
noteholders already have indicated their intent to provide
substantial backstop commitments subject to, among other things,
Exide obtaining the commitments to backstop the rights offering
that will, in turn, provide the liquidity needed to fund the
business plan upon which the POR is based.

Under the Amended PSA, which is substantially similar to the plan
support agreement entered into on November 4, 2014, the date after
which a party can terminate its participation under the Amended
PSA if a backstop commitment has not been agreed to, has been
extended from December 10, 2014 to January 12, 2015.  Exide
expects to continue to negotiate with various senior secured
noteholders in an effort to obtain the remaining backstop
commitments.  However, there can be no assurances that Exide will
receive these additional commitments.  In the event that Exide is
successful in pursuing the POR path, its goal is to emerge from
Chapter 11 by March 31, 2015.

As contemplated under the Amended PSA and as previously announced,
Exide is continuing to pursue a dual path.  In addition to the POR
process, Exide is pursuing a sales process and soliciting third-
party bids for a potential sale of some or all of its businesses.
The Company has received a number of initial indications of
interest from third parties in connection with the sale process.
Exide will continue to develop these proposals as an alternative
to the POR in an effort to maximize estate value.

                     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.


EXPRESS INC: S&P Revises Outlook to Negative on Weak Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Columbus, Ohio-based Express Inc. to negative from stable.  At the
same time, S&P affirmed all of its ratings on Express, including
its 'BB' corporate credit rating.

"The outlook revision reflects our expectation that operating
performance will continue to be under pressure in the remainder of
2014 and into 2015.  We believe the specialty apparel industry
will remain difficult and highly promotional because of increased
competition and consumer caution and Express may not be able to
adequately offset these trends," said credit analyst Helena Song.
"The company's performance and credit metrics weakened in recent
quarters.  Despite our forecast of some modest improvement in
2015, we expect credit metrics to remain at a weakened level,
including funds from operations (FFO) to total debt below 30%."

The negative rating outlook reflects S&P's expectation that
Express' operating performance will remain relatively weak in 2014
and into 2015 because of the very promotional apparel retail
environment and cautious consumer spending on small ticket items.
S&P believes performance will stabilize and modestly improve in
2015, as new outlet unit growth and on-going operating initiatives
help offset weak sales trend and margin pressure.  S&P expects
credit metrics will further weaken modestly from the current
levels, including debt to EBITDA of about 2.6x and FFO to total
debt at 26% at the end of 2014.

Downside Scenario

S&P could lower the ratings if the company's operating performance
further worsens in 2015, because of sustained lower consumer
spending or merchandise/inventory issues.  This could occur if
continuing weak sales, margins, or some combination of the two
results in FFO to total debt moving towards low end of 20% for a
sustained period.

Upside Scenario

S&P could revise the outlook to stable if it believes the company
is able to demonstrate stable and consistent performance gains
over the next few quarters.  Under this scenario, revenue growth
would be in the mid-single-digit supported by new store growth and
direct sales and EBITDA margin would improve at least 60 bps from
S&P's 2014 forecasted level.  As a result, leverage would sustain
in the mid 2x area and FFO to total debt in the high 20% range.


F & B GARDENS: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: F & B Gardens LLC
        c/o Luis F. Rodriguez
        31 Gregory Lane
        West Orange, NJ 07052

Case No.: 14-34868

Chapter 11 Petition Date: December 10, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Donald H. Steckroth

Debtor's Counsel: Jonathan Goodman, Esq.
                  JONATHAN GOODMAN
                  POB 16096
                  Jorunal Square Station
                  Jersey City, NJ 07306

Total Assets: $900,000

Total Liabilities: $922,000

The petition was signed by Luis F. Rodriguez, managing partner.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-34868.pdf


FINJAN HOLDINGS: Sells Subsidiary for $675,000
----------------------------------------------
Finjan Holdings, Inc., has sold its wholly-owned organic
fertilizer subsidiary, Converted Organics of California, LLC, to
Converted Organics, LLC, a third-party entity, for $675,000 in
cash.

With the sale of the subsidiary, Finjan Holdings' operations now
relate exclusively to the Company's web and network security
technology line of business.

"This divestiture will advance Finjan's growth plan of acquiring
quality, synergistic technology companies with complementary IP
portfolios," remarked Phil Hartstein, president and CEO of Finjan
Holdings.  "With the recent completion of our first patent license
as a public company for $8 million, on top of the $145 million
already received on this portfolio, our focus is on developing a
productive cadence to our licensing program with our current
cybersecurity patent portfolio."

Recognized globally as a pioneer and leader in web and network
security, Finjan's decades-long investment in innovation is
captured in its patent portfolio, centered around software and
hardware technologies capable of proactively detecting previously
unknown and emerging threats on a real-time, behavior-based basis.

                            About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Finjan Holdings reported a net loss of $6.07 million in 2013
following net income of $50.98 million in 2012.  The Company
reported a net loss of $2 million on $175,000 of revenues for the
three months ended March 31, 2014.

The Company's balance sheet at June 30, 2014, showed $24.51
million in total assets, $2.05 million in total liabilities and
$22.46 million in total stockholders' equity.


FOREST OIL: Fails to Meet NYSE's $1 Bid Price Rule
--------------------------------------------------
Forest Oil Corporation reported that the New York Stock Exchange
notified the Company on Nov. 5, 2014, that it has not met the
NYSE's continued listing standard that requires a minimum average
closing price of $1.00 per share over 30 consecutive trading days.

Under NYSE rules, Forest has six months following receipt of the
notification to regain compliance with the minimum share price
requirement.  The Company can regain compliance at any time during
the six-month cure period if the Company's common stock has a
closing share price of at least $1.00 on the last trading day of
any calendar month during the period and also has an average
closing share price of at least $1.00 over the 30-trading day
period ending on the last trading day of that month or on the last
day of the cure period.

The NYSE notification does not affect Forest's business operations
or its Securities and Exchange Commission reporting requirements,
and does not conflict with any of the company's credit agreements
or debt and other obligations.  The notice has no immediate impact
on the listing of the Company's common stock, which will continue
to trade on NYSE under the symbol "FST".  Forest previously
announced that it intends to undertake a reverse stock split
following completion of its combination transaction with Sabine
Oil & Gas LLC in order to increase the trading price of the
Company's common shares.  Forest intends to formally notify the
NYSE promptly of its intent to take steps to cure the deficiency
and to return to compliance with this continued listing standard.

                         About Forest Oil

Forest Oil is an independent oil and gas company engaged in the
acquisition, exploration, development, and production of oil,
natural gas, and natural gas liquids ("NGLs") primarily in North
America.

Ernst & Young LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent accounting firm noted
that the Company has determined that it expects to fail a
financial covenant in its Credit Facility sometime prior to the
end of 2014, which could result in the acceleration of all
borrowings thereunder and the Company's senior unsecured notes due
2019 and 2020.  This raises substantial doubt about the Company's
ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2014, the Company had
$927.48 million in total assets, $1.07 billion in total
liabilities and a $148.03 million total shareholders' deficit.

                            *    *    *

As reported by the TCR on Aug. 25, 2014, Standard & Poor's Ratings
Services said that its 'B-' corporate credit rating and its other
ratings on Denver-based Forest Oil Corp. remain on CreditWatch
with positive implications, pending the close of a merger
transaction with Sabine Oil & Gas LLC.


GARY DOURDAN: Ex-Girlfriend Wants Cash for Alleged Assault
----------------------------------------------------------
Gary Dourdan's ex-girlfriend Nicole Cannizarro is asking him for
cash, claiming domestic assault, court documents say.  The
$110,000 restitution, which Mr. Dourdan also agreed to pay to
settle Ms. Cannizarro's civil suit against him, is a penalty for a
crime that should not be wiped out by bankruptcy, Alan Duke at
RadarOnline.com reports, citing Ms. Cannizarro's attorney.

Mr. Dourdan's debts include $4,368 in probation fees stemming from
his felony battery conviction for breaking Ms. Cannizarro's nose
in 2012.  Ms. Cannizarro claims that Mr. Dourdan "intentionally,
willfully, maliciously, recklessly, and wantonly caused bodily
injury" to her.

RadarOnline.com relates that Mr. Dourdan got five years probation
for the attack and the judge ordered him to pay victim restitution
as part of his sentence.

As reported by the Troubled Company Reporter on Nov. 15, 2012,
former "CSI" actor Gary Dourdan filed for Chapter 11 bankruptcy on
Aug. 30, 2012, with slightly more than $1.8 million in assets
against liabilities of approximately $1.73 million.  According to
Eurweb.com, Mr. Dourdan didn't complete the bankruptcy, therefore,
he didn't have his debt discharged.  Eurweb.com reported that Mr.
Dourdan filed for bankruptcy again in September 2014, claiming to
have $988,000 in assets, and $1.5 million in debt.


GCI INC: Moody's Assigns Ba2 Rating on New $275MM Term Loan
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to GCI, Inc.'s
proposed $275 million senior secured term loan and raised the
Speculative Grade Liquidity Rating ("SGL") to SGL-1 from SGL-2.
Moody's also assigned Ba2 ratings to the company's existing senior
secured term loan due 2018 and existing $150 million senior
secured revolver due 2018.The proceeds of the Term Loan B will be
used to support the company's acquisition of the remaining one-
third interest in the Alaska Wireless Network ("AWN") for $300
million. Concurrently, Moody's affirmed the company's B2 Corporate
Family Rating ("CFR"), B2-PD Probability of Default Rating, and B3
rating on the company's senior unsecured notes. The ratings
outlook is positive.

Moody's has taken the following rating actions:

Issuer: GCI, Inc.

  $275 million Senior Secured Term Loan, Assigned Ba2 (LGD2)

  $240 million Senior Secured Term Loan due 2018, Assigned Ba2
  (LGD2)

  $150 million Senior Secured Revolver due 2018, Assigned Ba2
  (LGD2)

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2-PD

  Senior Unsecured Regular Bond/Debenture, B3 (LGD5) from B3
  (LGD4)

  Outlook, Positive

  Speculative Grade Liquidity Rating, SGL-1 from SGL-2

Rating Rationale

The raising of the company's liquidity rating to SGL-1 reflects
Moody's view that over the next six quarters to March 31, 2016,
GCI will have very good liquidity. With cash on hand of $35
million on September 30, 2014, the expectation for increased free
cash flow generation considering GCI's full ownership of AWN, and
no meaningful near term debt maturities (other than minimal
scheduled debt amortization), liquidity arrangements over the
rolling six-quarter forecasting horizon to March 31, 2016 are
deemed to be very good. The company's existing Senior Credit
Facility, which currently has $240 million drawn on its term loan
and $10 million outstanding on its revolver as of September 30,
2014, matures on April 30, 2018. The next scheduled debt maturity
is in November 2019 when $425 million of senior unsecured notes
mature.

The new senior secured term loan and existing Senior Credit
Facility, all rated Ba2, are held at GCI Holdings, Inc., a wholly
owned subsidiary of GCI, and rank ahead of GCI's senior unsecured
indebtedness given its structurally and contractually preferential
position. The majority of the company's debt is senior unsecured
debt. As a consequence, the $425 million senior unsecured notes
due 2019 million and the $325 million senior unsecured notes due
2021 are rated B3, one notch below the CFR reflecting the fact
that while they comprise a majority of the funded indebtedness of
the company, the notes have a structurally and contractually
secondary position to the secured RUS debt, new senior secured
term loan and existing Senior Credit Facility. The new $75 million
Senior Subordinated Notes held at General Communication, Inc. are
structurally ranked subordinately to the senior unsecured notes.

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

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

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

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

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


GEORGE BAVELIS: 6th Circuit Affirms Judgment Against Ted Doukas
---------------------------------------------------------------
Judge Ronald Lee Gilman of the United States Court of Appeals for
the Sixth Circuit affirmed the Bankruptcy Appellate Panel's
judgment in a dispute relating to the bankruptcy case of George A.
Bavelis.  The BAP judgment affirmed the Bankruptcy Court's
conclusion that Ted Doukas does not have a viable claim against
Mr. Bavelis under Florida law.

Mr. Bavelis sought relief under Chapter 11 of the Bankruptcy Code
in 2010 due to sizable debts that he had accumulated from his
numerous business ventures.  Mr. Bavelis subsequently brought an
adversary proceeding against several defendants, which included
his friend and business associate Leftheris "Ted" Doukas, as well
as a number of businesses owned and controlled by Mr. Doukas.  One
of Mr. Doukas's companies responded by filing a proof of claim
against the Bavelis bankruptcy estate.

In the bankruptcy proceedings that followed, the Doukas Defendants
argued, among other things, that Mr. Doukas had a claim for
rescissionary relief against Mr. Bavelis based on the latter's
purported violations of Florida's securities laws related to stock
that Mr. Doukas had purchased from a Bavelis-run bank holding
company.  The Bankruptcy Court concluded, however, that Mr. Doukas
does not have a viable claim against Mr. Bavelis under Florida
law.

The BAP affirmed.  Mr. Doukas now argues that the Bankruptcy Court
acted beyond its constitutional authority in interpreting Florida
law and, further, that the interpretation by both the Bankruptcy
Court and the BAP was in error.  Judge Gilman affirms the judgment
of the BAP.

The Defendant-Appellant is represented by:

          Mark E. Brown, Esq.
          MENEFEE & BROWN, P.C.
          9724 Kingston Pike
          Knoxville, TN 37922
          Telephone: (865) 357-9800
          Facsimile: (865) 357-9810

The Plaintiff-Appellee is represented by:

          Christopher J. Hogan, Esq.
          ZEIGER, TIGGES & LITTLE, LLP
          3500 Huntington Center
          41 S High Street
          Columbus, OH 43215
          Telephone: (614) 324-5078
          Facsimile: (614) 365-7900
          E-mail: hogan@litohio.com

The appellate case is George A. Bavelis, Plaintiff-Appellee v. Ted
Doukas, Defendant-Appellant, Case No. 14-3067, in United States
Court of Appeals for the Sixth Circuit.

A full-text copy of the November 26, 2014 Opinion is available at
http://bit.ly/15WoyBlfrom Leagle.com.

             About George Bavelis and Sterling Bank

George Bavelis was the chairman and president of Lantana, Florida-
based Sterling Bank.  As reported by the Troubled Company
Reporter, Sterling Bank was closed on July 23, 2010, by the
Florida Office of Financial Regulation, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Iberiabank of Lafayette, Louisiana, to assume all
of the deposits of Sterling Bank.

As of March 31, 2010, Sterling Bank had around $407.9 million in
total assets and $372.4 million in total deposits.  Iberiabank did
not pay the FDIC a premium for the deposits of Sterling Bank.  In
addition to assuming all of the deposits of the failed bank,
Iberiabank agreed to purchase essentially all of the assets.

The FDIC and Iberiabank entered into a loss-share transaction on
$244.3 million of Sterling Bank's assets.  Iberiabank would share
in the losses on the asset pools covered under the loss-share
agreement.  The loss-share transaction was projected to maximize
returns on the assets covered by keeping them in the private
sector.

Mr. Bavelis filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio Case
No. 10-58583) on July 20, 2010.  Mr. Bavelis' assets include a
brokerage account opened in 2005 with Fifth Third Securities,
Inc., in Columbus, Ohio ($11.4 million); business assets of an
unspecified value; and real property in Columbus for more than
24 years ($435,000).


GRAFTECH INTERNATIONAL: S&P Lowers CCR to 'BB-'; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its corporate
credit rating on Parma, Ohio-based GrafTech International Ltd. two
notches to 'BB-' from 'BB+'.  The outlook remains negative.

At the same time, S&P also lowered the issue rating on the
company's senior unsecured debt to 'BB-' from 'BB+', in line with
the corporate credit rating.  The recovery rating remains '4',
indicating S&P's expectation for average (30% to 50%) recovery in
the event of a default.

The negative rating outlook reflects the fact that current credit
measures remain weaker than those typically consistent with the
indicated significant financial risk profile, including adjusted
leverage above 4x.

"Although we anticipate credit measures will improve and fall in
line within a year, we recognize the execution risk inherent in
ongoing rationalization initiatives and the price volatility in
GrafTech's markets," said Standard & Poor's credit analyst Chiza
Vitta.  "In our view, these risks translate into more than a one
in three chance that improvements in credit measures may fall
short or take longer than anticipated."

S&P could downgrade GrafTech if operating results remain
suppressed in 2015.  Specifically, if gross margins (excluding
depreciation and amortization) remain below 20% or quarterly
EBITDA does not climb above $30 million.  This could be the result
of an increasingly competitive operating environment, prolonged
weakness in markets, or ongoing challenges in the Engineered
Solutions segment.

A stable outlook will be predicated on reducing adjusted leverage
below 4x.  This would most likely be associated with sales and
margin expansion such that quarterly EBITDA climbs back to about
$40 million without a significant increase in debt.


GREEN ISLAND: Moody's Maintains Ba1 Rating on Power System Bonds
----------------------------------------------------------------
Moody's Investors Service has maintained Green Island Power
Authority's (GIPA) Power System Revenue Bonds' Ba1 rating. The
outlook is stable.

Ratings Rationale

The maintenance of the Ba1 rating and stable outlook reflect the
authority's adequate liquidity and financial performance in fiscal
year 2014 and status as monopoly provider of power for the Village
of Green Island. Moody's notes the improved liquidity and
financial metrics were largely a product of the sustained, cold
winter months from December 2013 through early 2014.

The Ba1 rating also considers state regulated retail rates, GIPA's
indirect exposure to the wholesale electric market, high debt
ratio, an extremely small and weak economic service territory, and
weak governance. The Ba1 rating further reflects the authority's
continued exposure to an above market power contract through
December 2015 which reduces GIPA's ability to use their own lower
cost hydro-generated power to satisfy approximately 50% of the
Village of Green Island's power supply needs. The authority
receives power from New York State Power Authority (NYPA: Aa1
stable) on a partial requirements basis and all needs over and
above NYPA supplied power are provided by the New York Municipal
Power Authority (NYMPA) through a contract that expires in
December 2015.

Outlook

The stable outlook reflects Moody's expectations that debt service
coverage will remain above 1.0 times in fiscal year 2015 and will
improve further as the authority realizes the full benefit of
self-supplying a portion of its electric power needs once the
power agreement with NYMPA expires.

What Could Make The Rating Go UP

The rating could face upward momentum if debt service coverage is
consistently above 1.3 times on a net revenue basis; if liquidity
can remain above 150 days cash on hand for a sustained period and
there is a change to GIPA's core business profile such that cash
flow volatility is reduced. .

What Could Make The Rating Go DOWN

The rating could face downward pressure if GIPA fails to meet
required capital expenditures associated with its hydro license
renewal or should GIPA undertake the hydro expansion as allowed
under the FERC license without beneficial long-term off-take
contracts with strong credit quality counterparties.

Strengths

* Monopoly provider of essential electric service, albeit in a
   small service territory with below average socio-economic
   factors

* Very competitive retail rates facilitated by a long-term
   contract for electricity supplied by NYPA through 2025

* Generally good operating history over the years at the hydro
   facility

* One year debt service reserve provides liquidity support given
   the historical volatility in financial performance

Challenges

* Captive to volatile and uncertain wholesale market prices for
   a  portion of authority's revenues

* Limited history of rate hearings with cost recovery from such
   hearing being insufficient to sustain investment grade credit
   quality

* Potential costly improvements as required under the hydro
   license renewal

* Rate regulation constrains the authority's ability to timely
   and sufficiently increase rates

* Potential costly replacement risk for turbine blades and
   equipment as rotor and blades have not been replaced since
   operations began in 1923

* Rate covenant has weak thresholds

* Weak governance

Rating Methodology

The principal methodology used in this rating was U.S. Public
Power Electric Utilities with Generation Ownership Exposure
published in November 2011.


HAPPY TYMES FAMILY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Happy Tymes Family Fun Center, Inc.
        2071 County Line Road
        Warrington, Pa 18976

Case No.: 14-19713

Chapter 11 Petition Date: December 10, 2014

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

Judge: Hon. Ashely M. Chan

Debtor's Counsel: Jeffrey D. Servin, Esq.
                  JEFFREY D. SERVIN, ESQUIRE
                  1800 JFK Boulevard, Suite #300
                  Philadelphia, PA 19103
                  Tel: (215) 665-1212
                  Fax: (215) 654-0357
                  Email: jdservin@comcast.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Francis Murray, Jr., president.

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


HILL RD HOTEL: Case Summary & 7 Unsecured Creditors
---------------------------------------------------
Debtor: Hill Rd Hotel, LLC
        6075 Hill Drive
        Flint, MI 48507

Case No.: 14-33292

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: December 10, 2014

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

Judge: Hon. Daniel S. Opperman

Debtor's Counsel: Keith A. Schofner, Esq.
                  LAMBERT LESER, ATTORNEY AT LAW
                  916 Washington Ave., Suite 309
                  Bay City, MI 48708
                  Tel: (989) 893-3518
                  Fax: (989) 894-2232
                  Email: kaschofner@lambertleser.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by George Cook, managing member.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb14-33292.pdf


HRTEC INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: HRTEC, Inc.
        2071 County Line Raod
        Warrington, PA 18976

Case No.: 14-19715

Chapter 11 Petition Date: December 10, 2014

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

Judge: Hon. Stephen Raslavich

Debtor's Counsel: Jeffrey D. Servin, Esq.
                  JEFFREY D. SERVIN, ESQUIRE
                  1800 JFK Boulevard, Suite #300
                  Philadelphia, PA 19103
                  Tel: (215) 665-1212
                  Fax: (215) 654-0357
                  Email: jdservin@comcast.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Francis Murray, Jr., president.

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


HRTEC INC: 2nd Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: HRTEC, Inc.
        2071 County Line Road
        Warrington, PA 18976

Case No.: 14-19717

Chapter 11 Petition Date: December 10, 2014

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

Judge: Hon. Stephen Raslavich

Debtor's Counsel: Jeffrey D. Servin, Esq.
                  JEFFREY D. SERVIN, ESQUIRE
                  1800 JFK Boulevard, Suite #300
                  Philadelphia, PA 19103
                  Tel: (215) 665-1212
                  Fax: (215) 654-0357
                  Email: jdservin@comcast.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Francis Murray, Jr., president.

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


HUTCHESON MEDICAL: US Trustee Appoints Creditors' Committee
-----------------------------------------------------------
The U.S. trustee, the Justice Department's bankruptcy watchdog,
appointed five creditors of Hutcheson Medical Center to serve on
an official committee of unsecured creditors:

   (1) McKesson Health Solutions, Inc.
       Attn: Lisa R. Love
       5995 Windward Parkway
       Alpharetta, GA 30005
       Lisa.Love@McKesson.com

   (2) EmCare, Inc.
       Attn: Marc A. Bonora, Esq.
       6200 South SyracusE Way ? Suite 200
       Greenwood Village, CO 80111
       Marc.Bonora@evhc.net

   (3) Padiatrix Medical Group of Tennessee, PC
       d/b/a Mednax
       Attn: Dominic J. Andreano
       1301 Concord Terrace
       Sunrise, FL 33323
       Dominic_Andreano@mednax.com
       MaryAnn_Moore@mednax.com

   (4) Joseph Decosimo & Company
       Attn: H. Kennedy Conner
       Tallan Fonancial Center ? Suite 1100
       Chattanooga, TN 37402
       KenConner@decosimo.com

   (5) Daniel & Yeager, Inc.
       Attn: Michael J. Williams
       6767 Old Madison Pike ? Suite 690
       Huntsville, AL 35806
       Mike_williams@dystaffing.com
       Wendy_Smith-Paradis@teamhealth.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                  About Hutcheson Medical Center

Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center.  HMC
leases the land and buildings that comprise the Medical Center
from The Hospital Authority of Walker, Dade and Catoosa Counties.

HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-
42864) in Rome, Georgia, on Nov. 20, 2014.  The cases are jointly
administered under Case No. 14-42863.

The cases have been assigned to the Honorable Paul W. Bonapfel.

The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.

The Debtors' Chapter 11 Plan and Disclosure Statement are due
March 20, 2015.  The appointment of a health care ombudsman is due
by Dec. 22, 2014.

HMC estimated $10 million to $50 million in assets and $50 million
to $100 million in debt.

No request has been made for the appointment of a trustee or
examiner.


IRACORE INT'L: Moody's Cuts CFR to Caa1, Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded Iracore International
Holdings, Inc.'s corporate family rating (CFR) to Caa1 from B3,
probability of default rating to Caa1-PD from B3-PD, and senior
secured rating to Caa1 (LGD4) from B3 (LGD4). The company's
speculative grade liquidity rating was affirmed at SGL-3 and its
ratings outlook was changed to negative from stable.

Ratings Rationale

"The downgrade of Iracore's ratings is driven by its weak
operating results in 2014 and Moody's expectation that the recent
drop in the oil price will lead to further pressure on the
company's cash flows in 2015", said Darren Kirk, vice president
and senior credit officer with Moody's.

Iracore's Caa1 CFR primarily reflects its elevated financial
leverage (Debt/ EBITDA of 9x) coupled with Moody's expectation
that demand for its primary product will weaken through 2015 but
that the company will maintain adequate liquidity. Iracore's pipe-
lining system is mainly sold to a few large, blue chip, Canadian
oil sands customers for use in critical applications. However,
demand for Iracore's system has lagged Moody's prior expectations
through the first half of 2014, which was a relatively robust oil
price environment. As Iracore's customers reduce their capital
budgets in response to the recent fall in the price of oil,
Moody's believes they will increasingly seek alternatives to the
Iracore system for their near term needs. These alternatives
include uncoated steel pipes, which have higher ongoing costs, but
require reduced upfront capital.

Iracore's liquidity is adequate (SGL-3). Moody's believes the
company's cash balance at September 30, 2014 ($11 million) and
current availability under its asset backed lending (ABL) facility
($8 million) provide adequate capacity to fund potential working
capital swings and a modest amount of negative free cash flow in a
stress case scenario over the next year. Iracore's ABL matures in
November 2017 and its secured notes mature in May 2018. Moody's
does not expect the ABL's springing financial maintenance covenant
will be triggered through 2015.

Iracore's $125 million senior secured notes rank behind any usage
of the ABL, however given the modest size of the liquidity
facility and other unsecured liabilities relative to the notes,
there are no notching implications for the notes relative to the
CFR.

The negative rating outlook reflects Moody's concern that
Iracore's customers will curtail capital spending in 2015, causing
the company's cash flows to deteriorate.

Iracore's ratings could be upgraded if Moody's expected stronger
sustained demand for the company's products enabling its financial
leverage to remain below 4x with adequate liquidity.

The ratings could be lowered if Moody's did not expect Iracore
would maintain adequate liquidity.

Iracore International Holdings, Inc. primarily manufactures pipe-
lining systems for the oil sands mining industry. Revenues in 2013
totalled roughly $100 million.

The principal methodology used in these ratings was Global
Oilfield Services Industry Rating Methodology published in
December 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.


ITHACA ENERGY: Moody's Affirms Caa1 rating on Sr. Unsecured Notes
-----------------------------------------------------------------
Moody's Investors Service has affirmed Ithaca Energy Inc.'s B2
corporate family rating (CFR), the B2-PD probability of default
rating (PDR) rating, and the Caa1 rating for its senior unsecured
notes due 2019 with a loss given default assessment of LGD5 (88%),
which are guaranteed on a senior subordinated basis by certain of
its subsidiaries. However, the rating outlook is changed to
negative.

"We changed Ithaca's rating outlook to negative to reflect
increased risk from lower oil prices in 2015, which we expect will
result in lower cash flow with the potential for leverage to
remain elevated even as spending comes down and new production
comes onstream", said Tom Coleman, Senior Vice President. "We view
the company's hedging of a portion of its production, adequate
liquidity sources, and the advanced stages of its Stella field
development as favorable factors, but remain concerned that
further pricing pressure and the risk of delays or other
production disruptions could affect its growth profile and the
pace of leverage reduction."

Ratings Rationale

Ithaca Energy's B2 CFR reflects the company's small scale, high
degree of production concentration, short reserve life, as well as
elevated financial leverage arising from recent reserve
acquisitions and high capital spending on the Greater Stella Area,
its core oil and gas production hub in the UK North Sea. The Phase
1 development of Stella is expected to come onstream, probably
with a slight delay into the early third quarter of 2015, as
construction and commissioning are completed on the FPF-1 floating
production facility. The successful start up is critical to
Ithaca's ability to ramp up production, reduce unit costs and
provide cash flow to reduce debt and fund further development.

Cash flow support for Ithaca will come from its hedging program,
which extends through mid-2016 and provides revenue support in the
face of lower prices, with approximately 6,300 bbl/day of oil
production hedged via swaps and puts at an average $102/barrel
Brent. The company's liquidity appears adequate, coming from
modest free cash flow, a reserve-based loan (RBL) with
approximately $134 million of availability, an undrawn $100
million corporate facility, and other finance sources, which will
be important as initial amortization of the RBL will commence at
the end of 2015, absent a loan extension.

Moody's expects Ithaca to reduce its leverage in 2015-2016 and
reduce cash operating costs to the area of $40-$45/BOE as Stella
production ramps up, providing good cash margins in the area of
$35-$40/BOE. Production should increase from an average 12,500
BOE/day in 2014 to over 25,000 BOE/day by the end of 2015.
However, if the 30% drop in crude prices since June 2014 is
sustained in 2015, total cash flow will be lower and could delay
leverage reduction and achievement of management's own Net
Debt/EBITDA target of 2.0X over the development cycle.

The Caa1 rating on the senior notes is two notches below the B2
Corporate Family Rating, reflecting the substantial amount of
liabilities in the capital structure that rank senior to the
notes. Guarantees on the notes provided by Ithaca's various
subsidiary guarantors are senior subordinated obligations of those
subsidiaries.

Liquidity Position

Ithaca's liquidity position appears adequate to fund its capital
spending and acquisitions. Its main source of liquidity is a
USD610 million Reserve Based Loan facility (RBL), which matures in
June 2017, with $476 million outstanding as of September 30, 2014.
The borrowing base (Maximum Available Amount) was reaffirmed in
October 2014 and will be reviewed again in April 2015. It also has
an undrawn USD100 million Corporate Facility Agreement (CFA) that
matures in 2018. It also maintains a $70 million Prepayment
Agreement with a Royal Dutch Shell trading entity, a borrowing
facility under which Shell advances funds to various Ithaca
producing subsidiaries against delivery of future production.

Drivers of Rating Change

Given its small scale proved reserve base and elevated leverage,
Moody's does not see upward ratings momentum in the near-term.
However, successful execution of its development program
demonstrating production growth and debt reduction, as well as
achievement of an improving cost structure, could lead to an
upgrade.

The B2 CFR could be pressured by delays or setbacks to the Stella
field development and projected production growth. Failure to
achieve a fairly rapid reduction in Adjusted Debt/Average Daily
Production in 2015-2016 from a post-acquisition high of about
$76,000/BOE (estimated year-end 2014) could also result in a
downgrade. While we have no current indication of further
acquisitions as the company focuses on the Stella area
development, increased leverage to fund acquisitions in advance of
expected debt reduction could also pressure the rating.

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

Ithaca Energy Inc. is a Canadian-based independent exploration and
production company with almost all of its assets and production in
the United Kingdom Continental Shelf (UKCS) region of the North
Sea. The company has pursued growth via acquisitions of producing
field interests with a focus on appraising and developing assets
that have potential for with step outs in contiguous areas. As of
year-end 2013 Ithaca held 2P reserves of 58 million BOE with
production averaging 11,600 BOE/day in third quarter 2014.


J.C. PENNEY: May Never Recover From Sales Slump, NY Post Says
-------------------------------------------------------------
James Covert at the New York Post reports that J.C. Penney
Company, Inc., may never fully recover from the damage done by its
former CEO Ron Johnson.

Citing Goldman analyst Stephen Grambling, NY Post relates that the
sales recovery has been disappointing and "while we were hopeful
that JCPenney's return to its 'old' strategy would recover a
sizeable portion of lost sales, recent results lead us to believe
competitive changes in the industry from off-price and online will
prevent management from achieving its multi-year outlook."

According to NY Post, J.C. Penney CEO Mike Ullman has been trying
to reverse losses and sales slides spurred by a failed revamp
under Mr. Johnson, who had sought to make the Company a venue for
younger, hipper shoppers.  NY Post says that Mr. Ullman has had
some success through restoring coupons and sales events banished
by Mr. Johnson.

NY Post, citing Grambling, relates that J.C. Penney's online sales
increased 3.4% in the third quarter, but still lesser compared
with 16.7% in the second quarter.  Mr. Grambling said that
spending in key categories is still lacking, the report states.

According to Dave Dierking at Seeking Alpha, J.C. Penney must
start delivering some real sales growth, a successful turnaround
strategy should be seeing 6% growth or more at this point.
Seeking Alpha says that J.C. Penney in the third quarter was
expecting 2% sales growth but couldn't hit that number.  Seeking
Alpha states that J.C. Penney has done a reasonable job of moving
sale and clearance merchandise out of the stores but it can't keep
rebuilding inventory.  Seeking Alpha reports that J.C. Penney
continues to struggle as consumers prefer to spend their money on
electronics and gadgets like the iPhone 6, tablets and TVs.

The Associated Press says that analysts are closely watching how
J.C. Penney fares this holiday season after growth has slowed.
The report says that a slow holiday season would make investors
less confident in the business.

As reported by the Troubled Company Reporter on Oct. 21, 2014,
Dana Blankenhorn, writing for Seekingalpha.com, reported that J.C.
Penney is at risk of bankruptcy if just a few suppliers decide not
to ship new product to the company's stores.

                         About J.C. Penney

J.C. Penney Company, Inc., is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico.

                           *     *     *

The Troubled Company Reporter, on March 5, 2014, reported that
Standard & Poor's Ratings Services revised its outlook on J.C.
Penney Co. Inc. to stable from negative.  At the same time, S&P
affirmed all other ratings, including the 'CCC+' corporate credit
rating, on the company.

The Troubled Company Reporter, on May 21, 2014, reported that
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. at 'CCC'
and assigned a Positive Outlook.

On June 6, 2014, the Troubled Company Reporter said Standard &
Poor's Ratings Services assigned a 'B' issue level rating to J.C.
Penney Corp. Inc.'s $1.85 billion ABL revolving credit facility
and $500 million senior secured first-in last-out term loan with a
'1' recovery rating, indicating S&P's expectation for very high
(90%-100%) recovery in the event of a payment default.  S&P
affirmed all other ratings, including the 'CCC+' corporate credit
rating on parent company J.C. Penney Co. Inc.  The outlook is
stable.

On the same date, Moody's Investors Service rated J.C. Penney
Corporation, Inc.'s proposed asset based revolving credit facility
at B1 and its proposed asset based term loan at B2. At the same
time, Moody's affirmed J.C. Penney Company, Inc.'s Caa1 Corporate
Family Rating ("CFR"), Caa1-PD Probability of Default Rating, and
SGL-3 Speculative Grade Liquidity rating. The rating outlook
remains negative.

In September 2014, Moody's rated J.C. Penney's proposed senior
unsecured notes Caa2. At the same time, Moody's affirmed J.C.
Penney Company, Inc.'s Caa1 Corporate Family Rating ("CFR"), Caa1
- PD Probability of Default Rating, and SGL-3 Speculative Grade
Liquidity rating. The rating outlook remains negative.

Standard & Poor's, on the same month, assigned its 'CCC-' issue-
level rating and '6' recovery rating to J.C. Penney Corp. Inc.'s
proposed $350 million senior unsecured notes due 2019.  The '6'
recovery rating indicates S&P's expectation for negligible
recovery (0%-10%) in a payment default scenario.  The company
intends to use proceeds from the offering to repay debt.  S&P
views the proposed offering and debt repayment as credit neutral
based upon expected debt levels being relatively unchanged.

Likewise, Fitch has assigned a rating of 'CCC/RR4' to J.C.
Penney's proposed issue of five-year $350 million senior unsecured
notes.  The Rating Outlook is Positive.

On Oct. 1, 2014, Moody's affirmed J.C. Penney's Caa1 Corporate
Family Rating, Caa1 - PD Probability of Default Rating, and senior
unsecured notes. At the same time, Moody's changed J.C. Penney's
rating outlook to stable from negative. The change in outlook was
prompted by the successful closing of $400 million senior
unsecured notes which will be used to fund the partial tender
offer for J.C. Penney's $200 million 6.875% notes due October
2015, $200 million 7.675% notes due August 2016, and $285 million
7.95% notes due April 2017. At the same time, Moody's changed the
Speculative Grade Liquidity rating to SGL-2 from SGL-3 due to
improved operating performance and extension of the debt maturity
schedule.


JAMES E. COFIELD: Court Dismisses Appeal for Lack of Jurisdiction
-----------------------------------------------------------------
Judge Louise W. Flanagan of the U.S. District Court for the
Eastern District of North Carolina dismisses for lack of
jurisdiction an appeal by the Plaintiff from an order of the U.S.
Bankruptcy Court denying its motion for summary judgment in the
adversary proceeding captioned Cadles of Grassy Meadows II, LLC,
Plaintiff, v. James E. Cofield, Jr., Case No. 12-00227-8-SWH, 2014
WL 879684.

The appeal case is Cadles of Grassy Meadows II, LLC v. James E.
Cofield, Jr., Case No. 4:14-CV-00086-FL.

In its order denying summary judgment on March 5, 2014, the
Bankruptcy Court determined summary judgment was not warranted
because the issue of willful injury had not been previously
litigated.

The Plaintiff argues on appeal that summary judgment is warranted
on the basis of collateral estoppel, because the 1993 judgment of
conversion precludes relitigation of the facts required to
establish willful and malicious injury.  The Defendant argues the
District Court lacks jurisdiction to hear the appeal, and in any
event, that the appeal is without merit.  The District Court
agrees with the Defendant that it lacks jurisdiction, and, thus,
dismisses the appeal.

The dispute stems from a mid-1980's business arrangement between
Coolidge Bank and Trust Company and Malmart Mortgage Company, an
entity of which the debtor was president.  Under the arrangement,
Coolidge advanced funds to Malmart, which Malmart used to make
consumer construction loans.  The mortgages securing such loans
were pledged to Coolidge as security.  In 1987, Coolidge brought
suit against the Debtor, in his individual capacity, among others,
alleging conversion and unfair or deceptive trade conduct in
connection with the satisfaction of three mortgages without
Coolidge's consent and without repayment to Coolidge.  After a
trial in the Massachusetts Superior Court, a jury found that the
debtor converted funds and engaged in unfair or deceptive trade
conduct, and awarded Coolidge compensatory damages of $324,000.

The Massachusetts court entered an order to this effect on
June 2, 1993, and additionally found that treble damages were not
warranted, instead awarding double compensatory damages pursuant
to the relevant statute, in the amount of $648,000.  The Judgment
was subsequently assigned to Cadles.

A full-text copy of the November 24, 2014 Order is available at
http://bit.ly/1z4nZiyfrom Leagle.com.

James E. Cofield, Jr. filed a Chapter 11 bankruptcy petition
Bankr. E.D.N.C. Case No. 11-02034) on March 17, 2011.  On
April 6, 2012, the case was converted to one under Chapter 7 of
the Bankruptcy Code.


JAMES LEE NICKESON: Cross-Motions for Partial Judgment Denied
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota denied
cross-motions for partial summary judgment in the Chapter 7
bankruptcy case of James Lee Nickeson, Case No. 13-10137.

The Motions for Partial Summary Judgment were filed by Chapter 7
Trustee-Plaintiff Forrest C. Allred and Defendants Camille
Nickeson and James L. Nickeson Farms, Inc.  The Trustee's
adversary proceeding is captioned Forrest C. Allred, Trustee v.
Camille Nickeson; Lee Nickeson; James L. Nickeson Farms, Inc.; and
LLJ, LLP, Case No. 14-1004.

The Court ruled that a separate order will be entered setting a
final pre-trial conference, during which the Court will set a
trial date on the counts of the Trustee's complaint involving
Defendants Camille Nickeson and Farm Corporation.

Trustee Allred has moved for partial summary judgment, asking the
Court to grant judgment against Defendants Camille Nickeson and
Farm Corporation, cancel or avoid the Debtor's transfer of shares
in Farm Corporation to Camille Nickeson, and recover those shares
for the bankruptcy estate.  Defendants Camille Nickeson and Farm
Corporation responded to Trustee Allred's motion and also filed
their own motion for partial summary judgment.  After receipt of
briefs and other supporting documents, both motions were taken
under advisement.

Defendants Camille Nickeson and Farm Corporation contend Trustee
Allred's claims in counts I through IV regarding fraud do not pass
muster under Ruled 9(b) of the Federal Rules of Civil Procedure
because they were not pled with particularity.  The Court opined
that their argument is without merit.  The Court noted that
foremost, the rule does not apply to the allegations of
constructive fraud encompassed in counts II and IV.

The Court ruled that Trustee Allred's complaint presented no
obstacles to the Defendants' ability to answer.  The Court also
ruled that for two reasons, it will not dismiss counts III and IV,
as requested by Defendants in their motion for partial summary
judgment -- (1) Genex Cooperative, Inc.'s security agreement did
not include the Debtor's shares of Farm Corporation, which are a
"security," categorized as "investment property," as part of its
collateral, and (2) even if Genex's security interest did attach
to the Debtor's Farm Corporation shares, the present record does
not demonstrate the shares were fully encumbered.

A full-text copy of the Decision dated November 25, 2014, is
available at http://bit.ly/1youiL1from Leagle.com.

                    About James Lee Nickeson

James Lee Nickeson sought Chapter 11 bankruptcy protection in
(Bankr. D.S.D. Case No. 09-10263) on December 3, 2009.  On
June 12, 2012, 16 months after confirmation of a plan, the Debtor
moved for dismissal of his chapter 11 case, and the Court
dismissed the Chapter 11 case on July 9, 2012.

On August 27, 2013, the Debtor filed a Chapter 7 petition in
bankruptcy (Bankr. D.S.D. Case No. 13-10137).  Forrest C. Allred
was appointed Chapter 7 Trustee.

James L. Nickeson Farms, Inc. was incorporated in 2002.  The
Debtor was the lone incorporator and sole director.


KEY ENERGY: S&P Raises Rating on $675MM Sr. Unsec. Notes to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating on Key
Energy Services Inc.'s $675 million senior unsecured notes due
2021 to 'BB-' from 'B+', and revised its recovery rating on this
debt to '2' from '4'.  The issue rating is one notch above the
company's 'B+' corporate credit rating, which remains unchanged.
The '2' recovery rating indicates S&P's expectation for
substantial recovery (70% to 90%) in the event of a payment
default.  The outlook is negative.

The upgrade on the notes and revised recovery rating reflects
lower committed borrowing capacity on Key's revolving credit
facility due 2016, and S&P's view that lenders' recovery prospects
have improved as a result.  Commitments under its revolving credit
facility were reduced to $400 million, from $550 million
previously.  Commitments will be reduced further (to $350 million)
on July 1, 2015.  The revised commitments are part of recent
amendments to Key's credit facility.  This includes amended
financial covenants that provide the company additional covenant
cushion and financial flexibility.

Covenant amendments include these:

   -- The minimum interest coverage ratio was reduced to 2.75x
      from 3x, which will step back up to 3x at the end of 2015.

   -- The maximum debt-to-capitalization ratio was increased to
      55% from 45% through maturity in early 2016.

   -- The company is allowed to add back to its bank-calculated
      EBITDA up to $50 million of costs related to the ongoing
      Foreign Corrupt Practices Act (FCPA) investigation.

RATINGS LIST

Key Energy Services Inc.
Corporate Credit Rating                B+/Negative/--

Rating raised; Recovery rating revised
                                       To        From
Key Energy Services Inc.
Senior Unsecured                      BB-       B+
  Recovery Rating                      2         4


KANGADIS FOOD: Cleared to Exit Bankruptcy After Settling Lawsuit
----------------------------------------------------------------
Sara Randazzo, writing for Daily Bankruptcy Review, reported that
olive importer Kangadis Food Inc. won approval to leave bankruptcy
after reaching a deal to pay $2 million to get rid of a class-
action lawsuit accusing it of marketing an industrially processed
product as pure olive oil.  According to the report, citing Adam
Rosen, an attorney for the company, Judge Robert Grossman in U.S.
Bankruptcy Court in Central Islip, N.Y., signed off on Kangadis'
creditor-repayment plan during a hearing.

                       About Kangadis Food

Formed in 2003, Kangadis Food Inc. is an importer of olives and
other European delicacies, and a leading distributor of olive oil.
The Debtor sells its products under the brand names "Capatriti,"
"Porto," "Olio Villa," "Zorba," and "Kivotos".  The company is
100% owned by the Kangadis family.  The company says that for the
past six years, the popularity of its olive oil product sold under
the brand name "Capatriti" has grown over time, and it is one of
the leading brands in the New York metropolitan area.

As of its bankruptcy filing, Kangadis Food employs 51 people, and
operates from a 75,000 square foot facility located in Hauppauge,
New York, that serves as a warehouse, production facility, and
shipping center.

Kangadis Food Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 8-14-72649) in the Central Islip division, in
New York, on June 6, 2014.  Themistoklis Kangadis signed the
petition as chief executive officer.

As of the Dec. 31, 2013, the Debtor, on an unaudited basis, had
total assets of $12,259,802 and total liabilities of $6,136,456,
which amount does not include any disputed claim relating to the
class action.

Judge Robert E. Grossman presides over the case. Silverman
Acampora LLP, in Jericho, New York, serves as the Debtor's
counsel.


LAKELAND INDUSTRIES: Incurs $2.5-Mil. Net Loss in Third Quarter
---------------------------------------------------------------
Lakeland Industries, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $2.50 million on $25.09 million of net sales for the
three months ended Oct. 31, 2014, compared to a net loss of
$1.83 million on $22.78 million of net sales for the same period a
year ago.

For the nine months ended Oct. 31, 2014, the Company reported a
net loss of $2.88 million on $73.21 million of net sales compared
to net income of $1.49 million on $69.16 million of net sales for
the same period during the prior year.

As of Oct. 31, 2014, the Company had $86.76 million in total
assets, $31.80 million in total liabilities and $54.95 million in
total stockholders' equity.

As of Oct. 31, 2014, the Company had cash and cash equivalents of
approximately $7 million and working capital of $45.5 million.
Cash and cash equivalents increased $2.4 million and working
capital increased $7 million from Jan. 31, 2014, primarily as a
result of the net cash proceeds of $6.6 million from the October
2014 private equity financing and cash management.  International
cash management is affected by local requirements and movements of
cash across borders can be slowed down significantly.

Christopher J. Ryan, president and chief executive officer of
Lakeland Industries, stated, "On a consolidated basis for
Lakeland's growing global operations, the strategies that have
been implemented and the favorable trends we had begun to
experience in prior quarters have continued to be realized in our
most recently completed quarter and are now even more pronounced,
particularly in key areas of our operating performance and
financial metrics.

"Driven by increases in domestic and foreign demand, consolidated
sales in the third quarter grew by 10% as compared with last year.
Sales increases primarily reflect the growth being experienced by
Lakeland with its traditional customers.  For the second
consecutive quarter, our gross margin as a percentage of sales set
another Company record.  While we increase spending in most of
international operations to accommodate future growth and market
share attainment, management is presently planning a major
restructuring for Brazil as more fully disclosed in our Form 10-Q.
In Brazil, for the third consecutive quarter, operating losses
declined by approximately 70% as compared with prior year periods
and our consolidated operating profit improved to $0.7 million in
the third quarter of fiscal 2015, up from a loss of $1 million in
the prior year period.

"The positive momentum in cash flow generated from our
consolidated operations along with the net proceeds of the equity
offering completed in October 2014 enabled us to increase our cash
balance at the end of the quarter by 14% while reducing our debt
by approximately 50% since the end of the fiscal second quarter.
We remain encouraged by the global growth trends and our
strengthening operational and financial condition which should
enable us to drive improved profitability from the leverage in our
business.

"Furthermore and as previously disclosed, Lakeland has experienced
a significant increase in order activity from demand relating to
the Ebola crisis.  The main impact from Ebola-related orders will
start to be realized in our fiscal 2015 fourth quarter ended
January 31, 2015.  To the extent that this demand continues, we
will be able to drive incremental leverage and profits beyond the
improvements as reported in our third quarter."

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

                        http://is.gd/tSVTY5

                     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.

In their 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 auditors
noted that Company is in default on certain covenants of its loan
agreements at Jan. 31, 2013.


LAKSHMI HOSPITALITY: US Trustee to Hold Creditors' Meeting Jan. 27
------------------------------------------------------------------
The U.S. trustee, the Justice Department's bankruptcy watchdog,
will continue the meeting of creditors of Lakshmi Hospitality
Group, LLC, on Jan. 27, 2015, at 10:00 a.m.

The meeting will be held at 402 W. Broadway, Emerald Plaza
Building, Suite 660 (B), Hearing Room B, in San Diego, California.

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

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

                 About Lakshmi Hospitality Group

Lakshmi Hospitality Group, LLC, owner of a hotel in Fenton,
Missouri, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal.
Case No. 14-07199) in San Diego, California, on Sept. 5, 2014.
Plyush Mehta signed the petition as authorized signatory.  The
Debtor disclosed total assets of $12.7 million and total
liabilities of $8.1 million.

The case is assigned to Judge Margaret M. Mann.  The Debtor has
tapped J. Bennett Friedman, Esq., at Friedman Law Group, P.C., in
Los Angeles, as counsel.


LBI MEDIA: Moody's Assigns Caa3 Rating on New $204MM Notes
----------------------------------------------------------
Moody's Investors Service assigned a Caa3 rating to LBI Media,
Inc.'s new $204 million 11.5%/13.5% PIK Toggle 2nd Priority Notes
due 2020. The new notes will be used in the proposed exchange of
LBI Media's 8.5% Senior Subordinated Notes due 2017 ($54 million
outstanding) and existing 2nd Priority Notes due 2020 ($136
million outstanding) as well as to fund accrued interest, fees,
related expenses, and the addition of $6.8 million to balance
sheet cash. Moody's also affirmed the Caa2 Corporate Family
Rating, Caa2-PD Probability of Default Rating and B3 rating on the
10% Senior Secured Notes due 2019 ($220 million outstanding). The
outlook remains negative.

Assigned:

Issuer: LBI Media, Inc.

  NEW $204 Million 11.5%/13.5% PIK Toggle 2nd Priority
  Subordinated Notes due 2020: Assigned Caa3, LGD5

Affirmed:

  Corporate Family Rating: Affirmed Caa2

  Probability of Default Rating: Affirmed Caa2-PD

  $220 Million 10% Senior Secured Notes due 2019: Affirmed B3,
  LGD2

Outlook:

  Outlook, Negative

The assigned ratings are subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's. We will withdraw the Ca rating
on the company's existing 8.5% Senior Subordinated Notes and Caa3
rating on the existing 2nd Priority Subordinated Notes upon
repayment.

Ratings Rationale

The Caa2 corporate family rating reflects very high leverage of
15.2x debt-to-EBITDA as of September 30, 2014 (including Moody's
standard adjustments), an increase compared to leverage of 14.7x
at FYE2013, but improved from over 20x at FYE2012. Annual EBITDA
has increased by 57% for LTM September 30, 2014 compared to 2012
levels supported by growth in the radio segment which more than
offset the negative drag caused by television operations. Despite
a 4% total revenue decline in 3Q2014, Moody's expects ratings
improvement in key demos during prime time hours for EstrellaTV
will drive growth in the networks' ad revenue over the next 12
months and contribute to reducing EBITDA losses for the TV
segment. High margin retransmission fees from increased
distribution of the Estrella network will also start contributing
to reduce TV segment losses, and there will be little offset given
the absence of significant reverse compensation typically paid by
broadcasters. Moody's expects the radio segment's relatively
stable performance combined with the reduction in TV segment's
EBITDA losses will contribute to improvement in debt-to-EBITDA
over the next 12 months despite PIK accretion on certain debt
instruments.

The proposed exchange is expected to close by year end and pushes
out significant debt maturities to 2020 and extends the PIK
election on the 2nd Priority Notes by one year to November 2016.
The transaction reduces cash interest payments by an estimated $11
million through November 2016 and adds $6.8 million in cash to the
balance sheet. Although these benefits better position the
company's liquidity and maturity profile, LBI Media still needs to
address remaining near term maturities including the revolving
credit facility which expires in March 2016 ($37 million drawn as
of September 30, 2014) followed by the 2017 maturity of the 11%
Holdco Notes ($25 million outstanding). Liquidity will remain weak
with tight EBITDA coverage of cash interest payments and generally
breakeven free cash flow. To the extent free cash flow is
negative, revolver advances are limited given only partial
availability under the $50 million revolver. Absent debt
reduction, Moody's expect cash interest expense to increase given
the 11% Holdco Notes due 2017 require cash interest payments
starting April 2016. Debt ratings reflect ongoing media
fragmentation, increasing competition in Spanish language
broadcasting from existing and new competitors, and the cyclical
nature of radio and television advertising demand. Ratings are
supported by the company's presence in large Hispanic markets and
expectations for above average population and buying power growth
for U.S. Hispanics. Although the company has radio and TV assets
in certain of the largest MSA's in California and Texas, ratings
are constrained by its dependence on these two states for more
than 70% of total revenues. Current leverage is unsustainable and,
absent EBITDA growth or debt reduction from the sale of non-core
assets, the risk of another distressed exchange remains high.

The negative outlook incorporates Moody's view that, despite
expected revenue growth for television operations over the next 12
months, leverage will remain very high with debt-to-EBITDA ratios
above 11x (including Moody's standard adjustments) and liquidity
will be weak. The negative outlook also reflects the need for LBI
Media to refinance the revolving credit facility prior to its
March 2016 expiry followed by the 2017 maturities of the 11%
Holdco Notes. Management has been focused on improving liquidity
and recently completed the sale of KHJ-AM with proceeds of $9.2
million. Although the proposed exchange would complete an
important step in improving liquidity by pushing out the maturity
of the 8.5% senior subordinated notes ($54 million outstanding)
three years to 2020, adding $6.8 million of balance sheet cash,
and reducing cash interest payments, the expected improvement is
not sufficient to change the outlook to stable given remaining
near term maturities.

Ratings could be downgraded if the company is not able to reduce
leverage from current levels or if it is unable to address
remaining near term maturities. Ratings could also be downgraded
if the economy weakens unexpectedly or heightened competition
results in reduced advertising revenue in one or more of LBI
Media's key radio or television markets, or if the company fails
to further grow television revenue and EBITDA. The outlook could
be changed to stable if Moody's believe LBI Media will be able to
address remaining near term debt maturities and if revenue growth
or debt repayment result in improving debt-to-EBITDA (including
Moody's standard adjustments) with at least adequate liquidity
including free cash flow-to-debt ratios being sustained above 1%.

LBI Media, Inc., headquartered in Burbank, CA, operates Spanish-
language broadcasting properties including 17 radio stations (13
FM and 4 AM generating over 47% of LTM September 2014 reported
revenue) and 10 television stations plus the EstrellaTV Network
(roughly 53% of LTM September 2014 reported revenue). EstrellaTV
is a Spanish-language television broadcast network that was
launched in the fall of 2009. Through EstrellaTV, the company is
affiliated with television stations in 46 DMAs comprising 78% of
U.S. Hispanic television households. Jose Liberman founded the
company in 1987, together with his son, Lenard Liberman.
Shareholders include Jose Liberman, Lenard Liberman, Oaktree
Capital, and Tinicum Capital. The dual class equity structure
provides the Liberman's with 94% (undiluted) of voting control
between Jose Liberman (24%) and Lenard Liberman (70%). Revenue
through the 12 months ended September 30, 2014 totaled roughly
$135 million.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May
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.


LEVEL 3: Southeastern Asset Reports 16.5% Stake as of Dec. 10
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Southeastern Asset Management, Inc., and its
affiliates disclosed that as of Dec. 10, 2014, they beneficially
owned 55,478,553 shares of common stock of Level 3 Communications,
Inc., representing 16.5 percent of the shares outstanding.  The
reporting persons previously disclosed beneficial ownership of
48,481,997 shares or 21.7 percent at Dec. 31, 2013.  A full-text
copy of the regulatory filing is available at http://is.gd/5LSnes

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012, and a net loss of $756 million in
2011.  As of Sept. 30, 2014, the Company had $13.98 billion in
total assets, $12.33 billion in total liabilities and $1.64
billion in stockholders' equity.

                           *     *     *

In June 2014, Fitch Ratings upgraded the Issuer Default Rating
(IDR) assigned to Level 3 Communications, Inc. (LVLT) and its
wholly owned subsidiary Level 3 Financing, Inc. (Level 3
Financing) to 'B+' from 'B'.

"The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF," Fitch
stated.

In June 2013, Standard & Poor's Ratings Services raised its
corporate credit rating on Level 3 to 'B' from 'B-'.  "The upgrade
reflects improved debt leverage, initially from the acquisition of
the lower-leveraged Global Crossing in October 2011, and
subsequently from realization of the bulk of what the company
expects to eventually be $300 million of annual operating
synergies," said Standard & Poor's credit analyst Richard
Siderman.

As reported by the TCR on Oc. 31, 2014, Moody's Investors Service
upgraded Level 3 Communications Inc.'s corporate family rating
(CFR) to B2 from B3.

Level 3's B2 CFR is based on the company's ability to generate
relatively modest free cash flow of between $250 million and $300
million in 2016 and, inclusive of debt which is presumed to be
converted to equity in 2015, to de-lever by approximately 0.5x to
4.8x (Moody's adjusted) by the end of 2016.


MACK-CALI REALTY: Moody's Lowers Preferred Shelf Rating to (P)Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
rating of Mack-Cali Realty L.P. to Baa3 from Baa2 due to the
deterioration in the operating performance of its core office
portfolio. The REIT's weak earnings have translated into to credit
metrics than are no longer commensurate with a Baa2 unsecured
rating. In the same rating action, Moody's downgraded Mack-Cali
Realty's Senior Secured shelf to (P)Baa3 from (P)Baa2, senior
subordinated shelf rating to (P)Ba1 from (P)Baa3 and the preferred
stock shelf rating of Mack-Cali Realty Corporation, the parent
company of Mack-Cali Realty, to (P)Ba1 from (P)Baa3.

The following ratings were downgraded, outlook is stable

  Mack-Cali Realty Corporation: preferred shelf to (P) Ba1 from
  (P) Baa3

  Mack-Cali Realty, L.P. -- senior unsecured to Baa3 from Baa2;
  senior unsecured shelf to (P) Baa3 from (P) Baa2; senior
  subordinated shelf to (P) Ba1 from (P) Baa3.

Ratings Rationale

Mack-Cali's office portfolio occupancy declined to 83.7% as of
September 30, 2014, from 87.2% at year-end 2012. Moody's remains
concerned about the high degree of industry and asset
concentration in the REIT's portfolio. New Jersey assets account
for over 73% of the portfolio annual base rent (ABR) and finance,
securities and insurance firms account for 23.5% of (ABR).
According to CBRE Econometric Advisors, the vacancy rate in the
Newark submarket was 19.5% as of third quarter 2014. Weak market
conditions have also resulted in lower rent realization on
renewals; Mack-Cali reported a 4.8% drop in lease rates for
renewals in 3Q2014. Due to these factors, net debt to recurring
EBITDA increased to 7.3x at 3Q2004, from 5.8x at 3Q2013 and the
fixed charge coverage declined to 2.3x, from 2.6x in the same
period.

Mack-Cali's current ratings also reflect the firm's solid balance
sheet fundamentals and liquidity position supported by ample bank
line capacity and sizeable unencumbered asset base. The REIT has a
laddered debt maturity schedule with $220 million due in 2015 and
$333 million due in 2016; total outstanding debt is $2.2 billion.
The REIT's unencumbered asset base is approximately 65% of gross
assets. Mack- Cali reduced its dividend payout to about $60million
a year from $150 million in 2013, a move which would help maintain
organic capital growth.

Since the 2012 acquisition of Roseland, expansion into multi-
family housing has been an important part of Mack-Cali's business
strategy. In 2014, the multi-family portion of the portfolio
excluding unconsolidated joint ventures accounted for about 4.0%
of revenues. Mack-Cali has also invested in other joint venture
projects including seven properties that are stabilized assets,
three assets in lease-up and seven assets that are being
developed. The REIT plans to invest approximately $100 million in
new multi-family development projects in 2015. Moody's believes
that Mack-Cali's success rate in the multi-family segment would be
a key factor influencing profitability and its credit metrics over
the 18 to 24 months.

The stable outlook for the rating incorporates the expectation
that credit metrics will at least remain at the current levels in
2015. Change in portfolio mix, growth in the multi-family segment,
and rationalization of the expense base would likely produce
improvement in leverage and coverage over 12-24 month timeframe.

Moody's stated that upward rating movement would result from fixed
charge coverage of at least 2.5x on a sustained basis, net
debt/EBITDA close to 6.0x on a consistent basis, no single MSA ABR
greater than 20% of aggregate ABR and successful build out of the
multi-family platform. Downward rating pressure would likely
result from a combination of the following factors: fixed charge
coverage falling below 2.0x, net debt/EBITDA remaining above 7.0x,
secured debt approaching 20% of gross assets, or any substantial
increase in Mack-Cali's geographic or sector concentration.

Mack-Cali Realty Corporation (NYSE: CLI) is an office REIT
headquartered in Edison, New Jersey, USA which provides
management, leasing, development, construction and other tenant-
related services. Mack-Cali owns or has interests in 282
properties, primarily office and office/flex buildings located in
the Northeast, totaling approximately 31.5 million square of
commercial space and 16 multi-family properties containing 4,940
apartment homes.


MACKEYSER HOLDINGS: Dec. 15 Hearing on Settlement Agreement
-----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Dec. 15, 2014, at
2:00 p.m., to consider the motion to approve the settlement
agreement reached by MacKeyser Holdings, LLC, et al., with the
Official Committee of Unsecured Creditors, the Debtors' pre- and
post-petition lenders Health Evolution Partners Fund I, L.P., and
Series F of Health Evolution Partners Co-Invest, LLC, Essilor of
America, Inc. and its affiliated entities, and Essilor
Laboratories of America.

According to the Debtors, the settlement agreement vitiates the
risk and costs associated with continued litigation between the
estate parties and Essilor that could have increased the amount of
the Essilor secured claim and imperiled the Debtors' and the
Committee's ability to seek confirmation of the Plan.

The agreement provides for, among others:

   1. the Essilor Secured Claim will be allowed in the Bankruptcy
Cases in the amount of $3,750,000; and

   2. General Unsecured Claim will be an allowed unsecured claim
in the Bankruptcy cases in the amount of $3,161,565.

A copy of the agreement is available for free at:

  http://bankrupt.com/misc/MackeyserH_662_motionsecuredlenders.pdf

                    About MacKeyser Holdings

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

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

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

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

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


MARITIME TELECOMMUNICATIONS: S&P Affirms 'B-' CCR; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on Miramar, Fla.-based Maritime
Telecommunications Network Inc. (MTN).  The outlook is stable.  At
the same time, S&P affirmed the 'B+' issue rating, with a recovery
rating of '1', on MTN's senior secured debt.

"The rating action reflects our revised assessment of MTN's
liquidity to 'less than adequate' from 'adequate' based on our
expectation that its EBITDA cushion under its tightening bank loan
leverage covenant will remain under 10% through 2015," said
Standard & Poor's credit analyst Catherine Cosentino.

S&P assess MTN's business risk profile as "vulnerable," reflecting
the loss of revenue from its two largest customers over the last
two years, which underscores the risk of MTN's concentration among
a small number of major customers with significant pricing power.
Other business risk factors include its narrow scope of business
and uncertain long-term growth prospects from new business lines,
which some stability from long-term contractual revenues partially
offsets.

The outlook is stable, and reflects S&P's expectation that EBITDA
generated from the current contract base will enable the company
to meet its tightening covenant, albeit with very limited cushion.

S&P could lower the ratings if it revises its liquidity assessment
to "weak", which would be based on S&P's expectation of a covenant
breach.  This could occur if EBITDA margins deteriorate from
current levels due to incremental competitive pricing pressure for
contract renewals, particularly for bandwidth.  A downgrade would
also reflect less confidence that the company could rely on
unrestricted cash or parent equity infusions to avoid a covenant
breach.

An upgrade is unlikely during the next 12 months based on the
company's "aggressive" financial risk profile and relatively
limited liquidity due to its tight bank loan covenants.  For a
rating upgrade, MTN would need to profitably expand its other
business lines and increase sales of its Nexus product.  However,
such business improvement would also have to provide sufficient
margin improvement to enable the company to meet its tightest bank
loan covenant with at least 15% on-going EBITDA cushion.


MATAGORDA ISLAND: Dec. 16 Hearing on Bid for Case Conversion
------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Dec. 16, 2014, at
10:00 a.m., to consider the motion to convert or dismiss the
Chapter 11 case of Matagorda Island Gas Operations, LLC.

On Dec. 5, Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5,
filed a motion asking that the Court convert the case to Chapter
7, or in the alternative, dismiss it for "cause.:

The U.S. Trustee has repeatedly asked the Debtor to obtain and
provide proof of insurance as required by the order to the Debtor
starting with the initial Debtor interview on Sept. 24, 2014, and
continuing at the 341 Meetings on Oct. 7, and Nov. 4.  In
'addition, the attorney and the analyst for the U.S. Trustee have
contacted Debtor's counsel several times requesting proof of
insurance.

According to the U.S. Trustee, to date, the Debtor has not
provided proof to that (1) the Debtor has general liability
insurance and (2) all assets are covered by property insurance.

                     About Matagorda Island

Matagorda Island Gas Operations, LLC, filed a Chapter 11
bankruptcy petition (Bankr. W.D. La. Case No. 14-51099) in
Lafayette, Louisiana, on Sept. 3, 2014. The case is
assigned to Judge Robert Summerhays.  The Debtor has tapped
Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as counsel.
The Debtor disclosed $890,551,080 in assets and $26,147,777 in
liabilities as of the Chapter 11 filing.


MAUDORE MINERALS: Posts Net Loss of $19.7MM in Third Quarter
------------------------------------------------------------
Maudore Minerals Ltd. On Dec. 10 announced its financial results
for the third quarter ended September 30, 2014.

Highlights for Q3-14

The Corporation implemented a strategic review of its options for
funding continued development of the Sleeping Giant mine and its
exploration properties.  To facilitate this review, the
Corporation retained Clarus Securities Inc. and implemented the
following steps at the Sleeping Giant operation:

All major mine development and diamond drilling programs were
placed on hold on June 26;

A 54% reduction in work force was effected, which allowed for test
mining in three of the new zone stopes to validate resource
reconciliation of these new areas, which test mining was completed
with positive results;

Despite these positive results, it was determined that there was
insufficient scale to create a viable long-term recovery plan to
full production levels without additional development into new
areas; and

The Corporation continued with custom milling operations for a
third party through the end of Q3-14.

During the strategic review and in parallel to the operations,
peer and major gold producing companies were targeted for
potential strategic business opportunities;

With the depressed metal prices, lack of readily available funding
opportunities in the market in general and the impact of these
conditions on all gold producers, the Corporation received very
little encouragement that a beneficial strategic alternative
existed at this time;

Consequently, on September 8, the Corporation and its subsidiary
Aurbec Mines Inc., filed a Notice of Intention to make a proposal
under the Bankruptcy and Insolvency Act (Canada) and the
Corporation and Aurbec began work on developing a proposal for
their creditors;

Samson Belair/Deloitte & Touche Inc. has been appointed as the
trustee in the Proposal proceedings of Maudore and Aurbec, and in
that capacity is monitoring and assisting the companies in their
restructuring efforts;

Sleeping Giant's underground mining and surface ore processing
were all shut down and the operations were placed into care and
maintenance by the end of November.
Financial results

Revenues of $3.8 million in Q3-14 coming from the sale of gold at
the Sleeping Giant mine and custom milling.

Net loss of ($19.7) million in Q3-14, or ($0.23) per share,
compared with a net loss of ($2.1) million, or ($0.05) per share,
in Q3-13.

Resignation of CFO

Following this filing of the third quarter results, Mrs. Claudine
Bellehumeur has tendered her resignation as Chief Financial
Officer of the Corporation.  "Claudine's contribution to our
management team has been invaluable as we worked to wind down the
operations in an orderly and responsible fashion" said Mr. Fowlie.
"She was often the 'Face of Maudore' to the community, the
workforce, and other stakeholders, and always approached these
challenges with a sense of fairness and respect for all involved.
We thank her for her tireless efforts on behalf of Maudore and
Aurbec."

Mr. George Fowlie has been appointed by the Board as interim Chief
Financial Officer to replace Mrs. Bellehumeur, effectively
immediately.

Cease Trading Order

Further to its press release of December 3, 2014, management is in
discussions with the relevant securities regulatory authorities in
order to have the cease trade order against its shares lifted now
that the Corporation's financial statements for the nine months
ended September 30, 2014 have been filed.

                   About Maudore Minerals Ltd.

Maudore is a Quebec-based junior gold company with mining and
milling assets as well as more than 22 exploration projects.  Five
of these projects are at an advanced stage of development with
reported current and historical resources and mining.  Currently,
all the Corporation's operating assets are on care and maintenance
awaiting a significant change in the gold market.  The
Corporation's exploration projects span some 120 km, east-west, of
the underexplored Northern Volcanic Zone of the Abitibi Greenstone
Belt and cover a total area of 1,285 km2, with the Sleeping Giant
Processing Facility within trucking distance of key development
projects.


MCGRAW-HILL SCHOOL: Fitch Affirms 'B' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for
McGraw-Hill School Education Holdings, LLC (MHSE) at 'B' and the
rating on the senior secured term loan at 'BB/RR1'.  The Rating
Outlook is Stable.  MHSE is the K-12 educational content and test
assessment business of McGraw-Hill Education (MHE).

MHSE announced its intention to dividend $100 million its
shareholders, including funds affiliated with Apollo Global
Management (Apollo), the sponsor, which will require an amendment
to the Restricted Payments (RP) covenants in the credit agreement
for its $250 million senior secured term loan due 2019.  MHSE
proposes to create a new RP basket specifically for this dividend,
and the amendment will require 51% lender approval.  Fitch
believes MHSE has sufficient liquidity to execute the dividend and
continue to invest in its business within the context of its
current rating.

Funds affiliated with Apollo acquired McGraw-Hill Companies Inc.'s
education business for $2.4 billion in March 2013.  Apollo
contributed $1 billion in cash to complete the acquisition,
approximately 40% of the transaction value.  MHSE's proposed
dividend, along with its $444 million December 2013 and MHGE
Parent, LLC's $389 million July dividend, will increase
shareholders' cash return to $933 million.

The ratings reflect Fitch's belief that the current capital
structure is not permanent and, that over the long term MHSE would
carry higher levels of debt on its balance sheet which may be used
for further equity returns or acquisitions.  However, Fitch does
not expect additional leveraging transactions in the near- to mid-
term.

The term loan benefits from a first-priority lien on all non-
asset-backed loan (ABL) collateral assets and has a second lien on
the ABL collateral assets.  Between the two collateral groups,
materially all the assets of MHSE secure the term loans and the
$150 million ABL facility in either a first-lien or second-lien
position.  The term loans will also be guaranteed by the same
subsidiaries that guarantee the ABL facility.  The guarantors are
the domestic wholly-owned subsidiaries of MHSE, which make up a
material portion of the company's operations.  McGraw-Hill School
Education Intermediate Holdings will also provide a guarantee.

The term loan amortizes 1% per annum and matures in 2019.  There
is no mandatory excess cash flow sweep.  MHSE has an uncommitted
option to increase the term loan by $75 million and may increase
the term loans for a higher amount, limited by a Net First Lien
Leverage ratio of 2.5x for parity debt and a 4x limit for term
loans junior to the secured term loans.

KEY RATING DRIVERS

MHSE is one of three leading K-12 educational content providers.
Fitch believes that Pearson, Houghton Mifflin Harcourt (HMH) and
MHSE hold more than 80% of the U.S. K-12 text book publishing
market.

Fitch believes MHSE and its peers have endured a period of
cyclical weakness.  State and municipal revenues and education
budgets are improving.  In addition, the adoption of Common Core
State Standards (CCSS) for English language arts and math has
driven demand for new textbook, educational materials and digital
learning solutions.

Fitch expects MHSE to continue investing in its digital products,
including through small bolt-on acquisitions.  In addition, the
company refocused its salesforce to place it in a position to
better sell its digital products.  These investments and
salesforce initiatives allowed MHSE to benefit in the rebound in
the K-12 educational market.  While Fitch expects MHSE should be
able to at least defend its existing market share, management
shifted its strategy to focus on bottom line growth, versus
historically focusing primarily on top line growth.  In 2014, MHSE
decided not to participate in Requests for Proposals (RFP) that
would not generate a sufficient return.  Fitch believes MHSE's
overall market share continues to decline, albeit at a much slower
pace than in prior years.

Fitch's base case model assumes flat- to slightly positive GAAP
revenue growth in 2014 and 2015.  Fitch's base case demonstrates
that the company can deliver lower revenue growth and still
maintain current ratings.

Based on Fitch's base case, MHSE is expected to generate $100
million to $125 million in free cash flow (FCF before dividends)
in 2014 and 2015.  The ratings reflect Fitch's expectation that
FCF will be dedicated towards dividends, acquisitions and organic
investments and that most acquisitions will be small tuck-in
acquisitions.  With the acquisition of Engrade in Feb. 2014, Fitch
believes there is no obvious hole in MHSE's portfolio of products
that would require a material acquisition.  Investments into
adjacent K-12 educational markets may provide diversity away from
highly cyclical state and local budgets.

LIQUIDITY, FCF and LEVERAGE

Based on Fitch's base case, Fitch-calculated funds from operations
(FFO) adjusted leverage is expected to be approximately 2.1x at
the end of 2014, and remain flat to slightly up in 2015 and 2016.
Adjusting EBITDA for deferred revenue, one-time items and
deducting plate expenditures, gross leverage is expected be in the
1.8x range in 2014 and 2015.

As of Sept. 30, 2014, liquidity was supported by $202 million in
cash and its undrawn $150 million ABL facility due in 2018.  Fitch
expects 2014 year-end cash balances of approximately $180 million
(following the proposed dividend)and that MHSE will have
sufficient liquidity to fund seasonal cash flow needs.

RECOVERY RATINGS ANALYSIS

MHSE's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation.  Given the strong
recovery prospects, the $250 million senior secured term loan was
notched up to 'BB/RR1'.

RATING SENSITIVITIES

Rating Upgrade: Positive rating actions may be considered if a
clear financial policy that is commensurate with a higher rating
is communicated, which could include a leverage target and/or
strategy as to shareholder policy in terms of return of capital.
If MHSE publicly committed to a financial policy that reflected
its current capital structure, the IDR could potentially be
considered in the 'BB' category context.  Growth of FFO and FCF
ahead of Fitch's expectations, which would likely demonstrate the
company's ability to drive digital revenue growth and/or retake
market share from its competitors, could also lead to positive
rating momentum.

Rating Downgrade: Revenue declines on a cash basis in the low- to
mid-single digits could result in rating pressures.

Fitch has affirmed these ratings:

MHSE
   -- Long-term IDR at 'B';
   -- Senior secured term loan at 'BB/RR1';

The Rating Outlook is Stable.


METRO FUEL: Plea In Works for Exec Hit With $30M Bank Fraud Rap
---------------------------------------------------------------
Law360 reported that former Metro Fuel Oil Corp. chief financial
officer Thomas Torre, accused of drawing $30 million from a bank
line of credit before parking the company in bankruptcy, is likely
to plead guilty to some or all of the allegations, lawyers told a
New York federal judge.

According to the report, the prosecution and the defense were on
the same page with respect to plea negotiations, the sides told
U.S. District Judge Pamela K. Chen who gave them until Jan. 30 to
come back with an agreement.

As previously reported by The Troubled Company Reporter, citing
Law360, federal prosecutors said they have indicted Mr. Torre in
an alleged scheme to overstate the New York City company's income,
draw $30 million from a bank line of credit and then put the
concern into bankruptcy.  According to the report, citing Brooklyn
U.S. Attorney Loretta E. Lynch, the former chief financial officer
is charged with bank fraud and conspiracy.

The case is USA v. Torre, case number 1:14-cr-00514, in the U.S.
District Court for the Eastern District of New York.

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  The Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and David
Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed a seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for the base purchase price of
$27,000,000, subject to adjustments.


MF GLOBAL: Underwriters Settle Class-Action Suit for $74 Million
----------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that a group of well-known financial institutions settled a
lawsuit brought by former MF Global Holdings Ltd. investors for
$74 million.

According to the report, in a filing with U.S. District Court in
Manhattan, lawyers for the plaintiffs said the settlement with
financial institutions that served as underwriters for the sale of
MF Global 's stock and bonds before its collapse -- among them
units of Goldman Sachs Group Inc., J.P. Morgan & Co. and Citigroup
Inc. -- "dismisses and releases" all claims against them in the
suit.

                         About MF Global

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

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

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

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

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

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

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

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

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

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

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


MOLYCORP INC: S&P Raises CCR to 'CCC+'; Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Molycorp Inc. to 'CCC+' from 'SD'.  The outlook
is negative.

S&P also raised its issue rating on the company's senior secured
debt to 'CCC+' from 'CCC' but revised the recovery rating on the
debt to '4' from '3', reflecting S&P's expectation of average
recovery (30%-50%) of principal and interest in the event of a
default.  S&P also removed the rating from CreditWatch, where it
had placed it with positive implications on Sept. 4, 2014.  At the
same time, S&P raised its rating on the company's senior unsecured
debt to 'CCC-' from 'D', and revised the recovery rating to '6'
from '5', reflecting prospects of negligible (0%-10%) recovery of
principal and interest in the event of a default.

Before S&P's downgrade to 'SD', the corporate credit rating on
Molycorp was 'CCC' and on CreditWatch with positive implications.
The 'CCC+' corporate credit rating reflects improved liquidity
prospects for the coming year as a result of the $400 million
financing transaction completed on Sept. 11, 2014, with Oaktree
Capital Management L.P, of which the company received $208 million
of net proceeds up front. An additional $150 million would be
available until April 30, 2016, subject to Molycorp's achievement
of certain operational and financial conditions.  Molycorp faces a
$207 million debt maturity in June 2016.  The lower recovery
ratings on outstanding secured and unsecured debt reflect the
priority of the $250 million financing, and thus, reduced recovery
prospects.

"The negative outlook reflects our view that Molycorp's business
and financial condition will become increasingly precarious unless
the Mountain Pass facility can be brought to full production
capacity," said Standard & Poor's credit analyst Cheryl Richer.

S&P would revise our outlook to stable when it is clear that
Molycorp will meet the conditions to access the $150 million of
delayed draw funds, and S&P believes that the company will
continue to maintain sufficient liquidity to cover uses for at
least the next 12 months.

S&P will lower ratings if it believes the company has insufficient
resources to meet cash requirements within the upcoming 12 months,
including its ability to retire or refinance its 3.25% convertible
notes due June 2016.


MONROE HOSPITAL: Dec. 29 Hearing on Adequacy of Plan Outline
------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Dec. 29, 2014, at
10:30 a.m., to consider adequacy of the Disclosure Statement
explaining Monroe Hospital LLC's Plan of Liquidation.  Objections,
if any, are due Dec. 22, at 5:00 p.m.

As reported in the Troubled Company Reporter on Dec. 8, 2014, Bill
Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the Debtor filed a Chapter 11 Plan and
disclosure materials explaining the plan about one month after
receiving court approval to sell the hospital to an affiliate of
Prime Healthcare Services Inc.

According to the report, under the proposed plan, the secured
portion of the claim of hospital lessor MPT Bloomington LLC and
affiliated lender MPT Development Services Inc., which are
collectively owed about $121.8 million, would be paid by the buyer
as part of the purchase price.  Recovery on general unsecured
claims is "unknown," the report related.

A copy of the Disclosure Statement is available for free at

        http://bankrupt.com/misc/MONROEHOSPITAL_270_ds.pdf

                      About Monroe Hospital

Monroe Hospital, LLC, since 2006, has operated a 32 licensed bed
private acute care medical surgical hospital in Bloomington,
Indiana.  It leases the land on which the hospital is located from
MPT Bloomington, LLC.

Monroe Hospital, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ind. Case No. 14-07417) in Indianapolis, Indiana, on
Aug. 8, 2014.  Joseph Roche signed the petition as president and
chief executive officer.  In its schedules, the Debtor disclosed
$14,327,739 in total assets and $136,386,925 in liabilities.

The case is assigned to Judge James M. Carr. The Debtor is
represented by attorneys at Bingham Greenebaum Doll
LLP.  Upshot Services LLC acts as the Debtor's noticing, claims
and balloting agent.


MUSKIE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Muskie Properties, LLC
        60351 Arnold Market Road
        Bend, OR 97702

Case No.: 14-36745

Chapter 11 Petition Date: December 10, 2014

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Trish M Brown

Debtor's Counsel: Christopher L Parnell, Esq.
                  DUNN CARNEY ALLEN HIGGINS & TONGUE LLP
                  851 SW 6th Ave #1500
                  Portland, OR 97204
                  Tel: (503) 224-6440
                  Email: cparnell@dunncarney.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marilyn Beem, manager.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/orb14-36745.pdf


NAUTILUS HOLDINGS: Plan Confirmation Hearing Set for January 9
--------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York will hold a hearing on Jan. 9, 2015,
at 10:00 a.m. (prevailing Eastern time) to consider confirmation
of the joint Chapter 11 plan of reorganization of Nautilus
Holdings Limited and its debtor-affiliates.  Objections, if any,
must be filed no later than 4:00 p.m. on Jan. 2, 2015.

Creditors have until Dec. 26, 2014, at 5:00 p.m. to cast their
votes to accept or reject the Debtors' plan.  All votes must be
filed at:

   a) if by first-class mail

      Nautilus Holdings Limited
      Ballot Processing
      c/o Epiq Bankruptcy Solutions LLC
      FDR Station, P.O. Box 5014
      New York, NY 10150-5014

   b) if by hand delivery or overnight express

      Nautilus Holdings Limited
      Ballot Processing
      c/o Epiq Bankruptcy Solutions LLC
      757 Third Avenue, 3rd Floor
      New York, NY 10017

                   About Nautilus Holdings

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

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

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

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


NAUTILUS HOLDINGS: Goes to Mediation in Advance of Plan Hearing
---------------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that Nautilus Holdings Ltd., the owner of 16 container ships, is
sailing to a mediation at which key stakeholders will attempt to
resolve disputes over the company's proposed reorganization plan
before a confirmation hearing scheduled for Jan. 9.

According to the report, following a company request for
appointment of a mediator, the judge on Dec. 4 ordered that all
disputed issues between Nautilus and HSH Nordbank AG, as agent for
lenders in the HSH syndicate, relating to the plan be assigned to
mediation.

                 About Nautilus Holdings Limited

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

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

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

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

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

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


NAVISTAR INTERNATIONAL: To Release Q4 Financial Results Next Week
-----------------------------------------------------------------
Navistar International Corporation will present via live web cast
its fiscal 2014 fourth quarter financial results on Tuesday,
December 16th.  A live web cast is scheduled at approximately 9:00
AM Eastern.  Speakers on the web cast will include Troy Clarke,
president and chief executive officer, Walter Borst, executive
vice president and chief financial officer, and other company
leaders.

The web cast can be accessed through a link on the investor
relations page of Company's Web site at
http://www.navistar.com/navistar/investors/webcasts. Investors
are advised to log on to the Web site at least 15 minutes prior to
the start of the web cast to allow sufficient time for downloading
any necessary software.  The web cast will be available for replay
at the same address approximately three hours following its
conclusion, and will remain available for a period of 10 days.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013,
following a net loss attributable to the Company of $3.01 billion
for the year ended Oct. 31, 2012.

The Company's balance sheet at July 31, 2014, showed $7.70 billion
in total assets, $11.74 billion in total liabilities and a $4.04
billion total stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR).  The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

In January 2013, Fitch Ratings affirmed the Issuer Default Ratings
(IDR) for Navistar International Corporation and Navistar
Financial Corporation at 'CCC' and removed the Negative Outlook on
the ratings.  The removal reflects Fitch's view that immediate
concerns about liquidity have lessened, although liquidity remains
an important rating consideration as NAV implements its selective
catalytic reduction (SCR) engine strategy.  Other rating concerns
are already incorporated in the 'CCC' rating.


NEOGENIX ONCOLOGY: OK'd to Incur $2.5MM Exit Loan from ALJ Capital
------------------------------------------------------------------
The Bankruptcy Court authorized Neogenix Oncology, Inc., to obtain
debtor-in-possession and exit financing in the maximum original
principal amount of up to $2,500,000 from ALJ Capital Management,
LLC, as agent and on behalf of LJR Capital, L.P., ALJ Capital I,
L.P. and ALJ Capital II, L.P.

As reported in the Troubled Company Reporter on Nov. 28, 2014, the
material terms of the DIP and exit financing loan agreement,
include, among other things:

   Amount of Borrowing:       (i) Minimum Loan Amount: $2,000,000
                             (ii) Maximum Loan Amount: $2,500,000

   ALJ Investment            With respect to both the Original
   Return and Litigation     Principal Loan Amount and the amount
   Share:                    of any Additional Borrowings, in
                             addition to being entitled to be
                             repaid the Outstanding principal loan
                             amount, the lender will also be
                             entitled to receive the greater of
                             either (1) a $500,000 guaranteed
                             minimum investment return or (2) the
                             amount necessary to provide the
                             lender with an investment rate of
                             return of 40% compounded annually and
                             taking into account the timing of any
                             actual payments to the lender.
                             Within two business days of the
                             lender funding the original principal
                             loan amount or any additional
                             borrowings, the lender will send to
                             the Debtor and its counsel an Excel
                             spreadsheet calculating the monthly
                             payoff amounts of the outstanding
                             principal loan amount and the
                             guaranteed minimum investment return
                             or the ALJ Investment Return,
                             whichever is applicable, for the next
                             twenty four months.  In addition to
                             the foregoing, the lender will also
                             be entitled to receive five percent
                             of the net litigation proceeds up to
                             and including $20,000,000 in net
                             litigation proceeds and two and one-
                             half percent of the net litigation
                             proceeds in excess of $20,000,000.
                             The litigation share will be capped
                             at a maximum amount of $2,000,000.

The financing will secured by and payable out of certain
litigation proceeds.

A copy of the financing documents is available for free at
http://bankrupt.com/misc/Neogenix_469_exitfinancing.pdf

                     About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.

W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed seven
members to the committee of equity security holders.

Sands Anderson PC represents the Official Committee of Equity
Security Holders.  The Committee tapped FTI Consulting, Inc., as
its financial advisor.


NEW LOUISIANA: Pepper Hamilton Retention Effective Oct. 8
---------------------------------------------------------
The Bankruptcy Court, in an amended order, authorized the
retention of Pepper Hamilton LLP as counsel for the Official
Committee of Unsecured Creditors nunc pro tunc to Oct. 8, 2014.
According to the Court, in an order dated Oct. 27, the Court
inadvertently omitted the date on which Pepper Hamilton's
retention began nunc pro tunc.

As reported in the Troubled Company Reporter on Nov. 18, 2014,
as counsel, Pepper Hamilton is expected to provide these services:

   a. Advise the Creditors Committee with respect to its rights,
      duties, and powers in the Debtors' Chapter 11 cases;

   b. Assist and advise the Committee in its consultation with the
      Debtors relating to the administration of these chapter 11
      cases; and

   c. Assist the Committee in analyzing the claims of the Debtors'
      creditors and the Debtors' capital structure and in
      negotiating with the holders of claims, and if appropriate,
      equity interests.

The firm's standard rates are:

     Professional                      Hourly Rate
     ------------                      -----------
     Francis J. Lawall                   $710
     Donald J. Detweiler                 $655
     John H. Schanne, II                 $395

Francis J. Lawall, Esq., a partner at Pepper Hamilton, assures the
Court that the Firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                   About New Louisiana Holdings

New Louisiana Holdings LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on
June 25, 2014.

Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case
No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at
Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010
Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853),
Lakewood Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854),
Lakewood Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855),
Panola 501 Partners, LP (Case No. 14-50862), Regency 14333 Tenant,
LLC (Case No. 14-50861), Retirement Center 14686 Tenant, LLC (Case
No. 14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St.
Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village
5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy
petitions on July 16, 2014.

Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC
(Case No. 14-50909), SA-PG Operator Holdings LLC (Case No. 14-
50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG
Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case
No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North
Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No. 14-
50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St.
Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No.
14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach
LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No. 14-
50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed
separate Chapter 11 bankruptcy petitions on July 28, 2014.

Four more affiliates of New Louisiana -- CHC-CLP Operator Holding
LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No. 14-
51101), SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC
(Case No. 14-51103) -- that operate skilled nursing facilities
located in Lakeland, Clewiston and St. Peterburg, Florida, sought
protection under Chapter 11 of the Bankruptcy Code on Sept. 3,
2014.

The Chapter 11 cases are jointly consolidated with New Louisiana's
Chapter 11 case at Case No. 14-50756 before Judge Robert
Summerhays of the United States Bankruptcy Court for the Western
District of Louisiana (Lafayette).

The Debtors are represented by Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP, in Dallas, Texas.  Jan M. Hayden and Baker
Donelson Bearman Caldwell & Berkowitz, P.C. serves as local
counsel.

The U.S. Trustee for Region 5 on Oct. 3, 2014, appointed three
creditors of New Louisiana Holdings, LLC, to serve on the official
committee of unsecured creditors.  Pepper Hamilton LLP and
McGlinchey Stafford PLLC serve as counsel to the Committee.

                           *      *      *

The Debtors have sought for an extension of their exclusive
periods to file a Chapter 11 plan through Jan. 16, 2015, and their
exclusive period to solicit acceptances for that plan through
March 17, 2015.


NEWLEAD HOLDINGS: Incurs $47.7 Million Net Loss in H1 2014
----------------------------------------------------------
NewLead Holdings Ltd. reported a net loss attributable to the
Company's shareholders of $47.68 million on $3.96 million of
operating revenues for the six months ended June 30, 2014,
compared to a net loss attributable to the Company's shareholders
of $66.37 million on $3.29 million of operating revenues for the
same period in 2013.

As of June 30, 2014, the Company had $210.69 million in total
assets, $296.45 million in total liabilities and a $85.75 million
total shareholders' deficit.

A full-text copy of the Form 6-K is available for free at:

                        http://is.gd/xTocBt

                    About NewLead Holdings Ltd.

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

NewLead Holdings reported a net loss of $158.22 million on $7.34
million of operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $403.92 million on $8.92 million of
operating revenues in 2012.

EisnerAmper LLP, in New York, 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 a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


NII HOLDINGS: Taps PricewaterhouseCoopers on Audit-Related Work
---------------------------------------------------------------
NII Holdings, Inc., et al., ask the Bankruptcy Court to:

   a) authorize the employment of PricewaterhouseCoopers LLP to
perform certain audit-related work for the Debtors nunc pro tunc
to Nov. 7, 2014; and

   b) approve the terms of PwC's employment and retention,
including the fee and expense structure and related provisions.

In August 2014, after years of continuing losses, NII sold its
operations in Chile for a de minimis amount.  As a result of the
divesture, the Debtors' have requested that PwC, the Debtors'
former auditor, reassess its 2011, 2012 and 2013 audits of the
Debtors' financial statements to account for the impact of the
Chile Sale and associated discontinued operations on those prior
financial statements.

In particular, PwC will evaluate whether to consent to the reuse
of its audit report on the consolidated financial statements of
NII Holdings as of Dec. 31, 2013, and for each of the two years
prior that were filed with NII Holdings' Form 10-K with the
Securities and Exchange Commission in light of the Chile Sale, in
particular, and other subsequent events.

PwC will perform these tasks:

   a. read the financial statements of the current period and
comparing the prior-period financial statements that PwC reported
on with the financial statements to be presented for comparative
purposes;

   b. obtain updated written representations covering the
financial statements previously audited by PwC from certain
members of management;

   c. obtain a letter of representation from the successor
accountants KPMG LLP;

   d. to the extent appropriate based on the information obtained
from the foregoing, make inquiries and performing other subsequent
events procedures that PwC considers necessary; and

   e. decide, based on the foregoing, whether to consent to the
reuse of PwC's audit reports by the Debtors.

With respect to any prospectus and registration statement provided
to PwC by the Debtors that proposes to include PwC's audit reports
of financial statements for prior periods alongside more
recent audit reports of financial statements for subsequent
periods:

   a. read pertinent portions of any prospectus and registration
statement provided to PwC by the Debtors;

   b. reassess the audit reports of prior-period financial
statements in light of subsequent events that bear materially on
the prior-period financial statements;

   c. obtain a letter of representation from the successor
independent auditor, here KPMG LLP, regarding whether its audit
(including its procedures with respect to subsequent events)
revealed any matters that, in its opinion, might have a material
effect on the financial statements reported on by PwC, as the
predecessor auditor, or would require disclosure in the notes
thereto;

   d. make inquiries and perform other procedures that PwC
considers necessary to satisfy itself regarding the
appropriateness of any adjustment or disclosure affecting the
prior-period financial statements covered by PwC's reports; and

   e. decide, based on the foregoing, whether to consent to the
reuse of PwC's audit reports by the Debtors.

PwC will strive to complete its consideration to consent and issue
its consent, if appropriate, by Feb. 25, 2015, provided that PwC
receives the appropriate cooperation from the successor auditor
KPMG LLP and the Debtors' personnel, including timely responses to
PwC's inquires.

The fee structure provides that PwC will be paid by the Debtors
for the services of the PwC professionals based on their customary
hourly billing rates, which will be subject to these ranges:

         Partner/Principal                  $800 - $900
         Senior Manager                     $550 - $600
         Manager                            $400 - $500
         Senior Associate                   $250 - $400
         Associate                          $150 - $250

PwC has received no other compensation from the Debtors pursuant
to the engagement letter.  As of the Petition Date, PwC is not
owed a prepetition claim by the Debtors for fees for services.

To the best of the Debtors' knowledge, PwC is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Court will convene a hearing on Jan. 12, 2015, at 10:00 a.m.,
to consider the matter.  Objections, if any, are due Dec. 19, 2014
at 4:00 p.m.

The Debtors are represented by:

         Scott J. Greenberg, Esq.
         Lisa Laukitis
         JONES DAY
         222 East 41st Street
         New York, NY 10017
         Tel: (212) 326-3939
         Fax: (212) 755-7306

                - and -

         David G. Heiman, Esq.
         Carl E. Black, Esq.
         JONES DAY
         North Point
         901 Lakeside Avenue
         Cleveland, OH 44114
         Tel: (216) 586-3939
         Fax: (216) 579-0212

                         About NII Holdings

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

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.  NII Holdings disclosed
$1,216,071,340 in assets and $3,068,103,749 in liabilities as of
the Chapter 11 filing.

The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors
of NII Holdings to serve on the official committee of unsecured
creditors.


NORTHEAST WATER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Northeast Water & Support, Inc.
           dba Terralogic Drilling Solutions
           dba The Water Company
        227 Cherry Street
        Plymouth, MA 02360

Case No.: 14-15689

Chapter 11 Petition Date: December 10, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Joan N. Feeney

Debtor's Counsel: David B. Madoff, Esq.
                  MADOFF & KHOURY LLP
                  124 Washington Street - Suite 202
                  Foxborough, MA 02035
                  Tel: 508-543-0040
                  Fax: 508-543-0020
                  Email: madoff@mandkllp.com

                    - and -

                  Steffani Pelton, Esq.
                  MADOFF & KHOURY LLP
                  124 Washington Street
                  Foxborough, MA 02035
                  Tel: 508-543-0040
                  Email: pelton@mandkllp.com

Total Assets: $2.23 million

Total Liabilities: $2.22 million

The petition was signed by Thomas Fleming, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab14-15689.pdf


NORTHLAND HOLDINGS: Case Summary & 15 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Northland Holdings LLC
        60351 Arnold Market Road
        Bend, OR 97702

Case No.: 14-36742

Chapter 11 Petition Date: December 10, 2014

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Trish M Brown

Debtor's Counsel: Christopher L. Parnell, Esq.
                  DUNN CARNEY ALLEN HIGGINS & TONGUE LLP
                  851 SW 6th Ave #1500
                  Portland, OR 97204
                  Tel: (503) 224-6440
                  Email: cparnell@dunncarney.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marilyn Beem, manager.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/orb14-36742.pdf


OPEN RANGE: USDA Liable for $10-Mil. Claims, Fed. Circ. Told
------------------------------------------------------------
Law360 reported that a construction subcontractor building
wireless broadband networks in rural communities called on the
Federal Circuit to force the U.S. Department of Agriculture to
pony up $10 million for services it performed, claiming the
federal government is liable for the balance after prime
contractor Open Range Communications Inc. went bankrupt.

According to the report, G4S Technology LLC alleged it should have
been designated as an intended third-party beneficiary of
agreements between Open Range and the USDA's Rural Utility
Service, which included a $267 million contract for the wireless
network construction, but when Open Range filed for bankruptcy in
2011, it still owed G4S $10.3 million for its completed work.

The case is G4S Technology LLC v. US, case number 14-5078, in the
U.S. Court of Appeals for the Federal Circuit.

                         About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range disclosed about $115.1 million in
assets and $102.8 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  FTI
Consulting, Inc., provided a chief restructuring officer, Michael
E. Katzenstein; an associate chief restructuring officer, Chris
Lewand; and hourly temporary staff.  The petition was signed by
Chris Edwards, chief financial officer.

In December 2011, Open Range shut down operations after failing to
get the broadcast spectrum it needed, problems with network
quality and vendors, and the "sporadic" flow of money from a
$267 million federal loan, of which Open Range owes a balance of
$73.5 million.

Open Range hired RB Capital LLC and Heritage Global Partners Inc.
as auctioneers and sales agents to conduct an auction of the
assets.

In February 2012, the Debtor obtained an order converting the case
to Chapter 7 liquidation.  The Debtor said it was unlikely to have
a reorganization plan resolving the Internet provider's potential
claims against the U.S. Department of Agriculture over a
$267 million loan.  Charles Forman was appointed Chapter 7
trustee.


OUTLAW RIDGE: Has Until March 4 to Propose Chapter 11 Plan
----------------------------------------------------------
The Bankruptcy Court granted Outlaw Ridge, Inc. and Outlaw Ridge,
LLC's exclusive periods to file a chapter 11 plan until March 4,
2015, and solicit acceptances for that plan until May 4, 2015.
This is the second extension granted to the Debtor.

                        About Outlaw Ridge

Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco
County, Florida.  Outlaw Ridge, LLC, owns several parcels of
property in Pasco County that is holding for residential
development.  The two entities are owned and controlled by John M.
Dalfino and John T. Steger.

Outlaw Ridge Inc. and Outlaw Ridge, LLC sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case Nos. 14-04400 and 14-
04401) on April 21, 2014, in Tampa, Florida.

Adam L Alpert, Esq., at Bush Ross P.A., in Tampa, serves as the
Debtors' counsel, while Smolker Bartlett Schlosser Loeb & Hinds,
P.A., serves as special counsel.  Homeward Real Estate, Inc. acts
as real estate broker.

OR LLC disclosed $1.36 million in total assets and $2.97 million
in liabilities.  OR Inc. disclosed $15.4 million in total
assets and $4.21 million in liabilities.


PALMETTO SCHOLARS: S&P Assigns 'BB' Rating on 2014B Revenue Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
South Carolina Jobs-Economic Development Authority's tax-exempt
series 2014A and taxable series 2014B revenue bonds, to be issued
on behalf of Palmetto Scholars Academy (PSA).  The outlook is
stable.

"The 'BB' rating reflects our view of PSA's historically strong
operating performance, growing enrollment, good demand profile,
and strong unrestricted cash position," said Standard & Poor's
credit analyst Ashley Ramchandani.

PSA plans to use the $8.435 million series 2014A and series 2014B
bond proceeds to fund the costs of building a new grade six to 12
facility and to fund a bond reserve fund.  The bonds are the only
debt of the academy and are a general obligation of the school,
secured by all pledged revenues (including state payments), a
first priority mortgage, and a security interest on the new
facility.

The facilities will consist of a single, 45,000 square-foot school
building to be constructed on a leased, 9.854 acre parcel of land.
The site is owned by the U.S. government as part of Joint Base
Charleston and has been leased to PSA for a period of 35 years.


PETTERS COMPANY: Dec. 16 Hearing on Intercreditor Agreement
-----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Dec. 16, 2014, at
1:30 p.m., to consider Petters Company, Inc., et al.'s motion to
for authorization to enter into intercreditor agreement outside
the ordinary course of business; and Douglas A. Kelley, the
Chapter 11 trustee's motion to sell property.

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.

The Official Committee of Unsecured Creditors is represented by:

     David E. Runck, Esq.
     Lorie A. Klein, Esq.
     FAFINSKI MARK & JOHNSON, P.A.
     400 Flagship Corporate Center
     775 Prairie Center Drive
     Eden Prairie, MN 55344
     Telephone:  (952) 995-9500
     Facsimile:  (952) 995-9577
     E-mail: David.Runck@fmjlaw.com
             Lorie.Klein@fmjlaw.com

Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq.,
Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger,
Esq., at Lindquist & Vennum LLP.


PLY GEM HOLDINGS: JPMorgan Holds 1.8% Stake as of Nov. 28
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, JPMorgan Chase & Co. disclosed that as of
Nov. 28, 2014, it beneficially owned 1,224,737 shares of common
stock of Ply Gem Holdings, Inc., representing 1.8 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/w8E6qG

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings reported a net loss of $79.52 million in 2013, a
net loss of $39.05 million in 2012 and a net loss of $84.50
million in 2011.

The Company's balance sheet at June 28, 2014, showed $1.09 billion
in total assets, $1.18 billion in total liabilities and a $91.43
million total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
Company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


POTOMAC SUPPLY: Counsel's Retention of $500K Deposit Is Proper
--------------------------------------------------------------
Judge Henry E. Hudson of the U.S. District Court for the Eastern
District of Virginia entered a memorandum opinion affirming the
decision of the Bankruptcy Court in the appellate case captioned
Chesapeake Bay Enterprises, Inc. v. Pillsbury Winthrop Shaw
Pittman, LLP, et al., Case No.  3:14CV00633-HEH.

The appeal from the Bankruptcy Court evolves from the process of
liquidating the core assets of the debtor, Potomac Supply
Corporation, located in Kinsale, Virginia.  The central dispute
before the District Court focuses on rulings by the Bankruptcy
Court pertaining to the disposition of a $500,000 deposit held in
escrow by Pillsbury Winthrop Shaw Pittman, LLP, counsel for the
Debtor.  The appellant, Chesapeake Bay Enterprises, Inc., claims
immediate entitlement to the $500,000, which it deposited with
Pillsbury as part of an asset purchase agreement.

In granting Pillsbury's motion for summary judgment and dismissing
the claims against Pillsbury for conversion of the deposit and
breach of fiduciary duty, the Bankruptcy Court concluded that
Pillsbury's retention of the deposit was proper pending that
court's resolution of competing claims of ownership.

The Appellant is represented by:

          Jerry Lane Hall, Jr., Esq.
          Patrick John Potter, Esq.
          PILLSBURY WINTHROP SHAW PITTMAN
          1200 Seventeenth Street, NW
          Washington, DC 20036
          Telephone: (202) 663-8000
          Facsimile: (202) 663-8007
          E-mail: patrick.potter@pillsburylaw.com

Appellee Chesapeake Bay Enterprise, Inc., is represented by:

          Steven Scott Biss, Esq.
          300 West Main Street, Suite 102
          Charlottesville, VA 22903
          Facsimile: (202) 318-4098

Appellee Regions Bank is represented by:

          William Anthony Broscious, Esq.
          KEPLEY BROSCIOUS PLC
          2211 Pump Road
          Richmond, VA 23233
          Telephone: (804) 741-0400
          Facsimile: (804) 741-6175
          E-mail: wbroscious@kbbplc.com

A full-text copy of the November 25, 2014 Memorandum Opinion is
available at http://bit.ly/1GbBMqNfrom Leagle.com.

                       About Potomac Supply

Founded in 1948, Potomac Supply Corporation manufactures a diverse
range of wood products, including treated lumber, wood pellets,
decking, fencing and pallets, in its wood-processing and
production facilities.  The Kinsale, Virginia-based building-
supply manufacturer filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January 2012
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr., presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serves as the Debtor's bankruptcy counsel.
LeClairRyan P.C. is representing the Official Committee of
Unsecured Creditors.


PPL CAPITAL: Fitch Affirms 'BB+' Rating on Jr. Subordinated Notes
-----------------------------------------------------------------
Fitch Ratings has upgraded the long-term IDR of PPL Electric
Utilities Corp. (PPLEU) to 'BBB+' from 'BBB' with a Stable
Outlook.  Fitch has also affirmed the 'BBB' LT IDR for PPL Corp.
(PPL) and PPL Capital funding Inc. and revised their Rating
Outlooks to Positive.

Simultaneously, Fitch has affirmed the 'A-' LT IDRs of Louisville
Gas and Electric Co. (LG&E) and Kentucky Utilities Co. (KU) and
the 'BBB+' LT IDR of LG&E and KU Energy LLC.  The Rating Outlook
for each of these entities is Stable.  Fitch maintains the 'BB' LT
IDR and Rating Watch Negative for PPL Energy Supply, LLC (PPLES).

Fitch expects to withdraw its ratings on PPL and its U.S.
subsidiaries at the end of a 30-day period (Jan. 9, 2015) for
business reasons.

KEY RATING DRIVERS

PPL Corporation

PPL's ratings and Positive Outlook reflect the company's expected
transformation to a fully regulated utility holding company with
operations in several supportive regulatory jurisdictions.  The
ratings also reflect PPLEU's increasing presence in the
transmission space and improving Pennsylvania regulations, and
Fitch's evolving view of the rating impact of the U.K. operations
to PPL.

Fully Regulated Business Model: PPL's ratings and Outlook reflect
its rapid transformation from a company heavily reliant on
commodity sensitive businesses to one that will be fully regulated
with substantially less business risk.  By comparison, regulated
operations accounted for approximately 22% of EBITDA prior to two
acquisitions and the spinoff.

PPLEU's Improvement: PPLEU's continued investment in Federal
Energy Regulatory Commission (FERC) regulated transmission has
allowed it to earn favorable cash returns with almost no
regulatory lag.  Fitch believes the minimal regulatory lag more
than offsets the potential for lower allowed returns on equity on
FERC projects (approximately 10%).  Regulation of the distribution
segment has improved noticeably in the past two years.  Timely
recovery of capital investments is provided by the approved
distribution infrastructure replacement surcharge, allowed use of
a fully projected test year, and riders such as those for advanced
meter and storm.

U.K. Segment: PPL's Positive Outlook also reflects Fitch's
evolving view of the company's U.K. operations relative to PPL.
Fitch assesses PPL's credit profile with and without its U.K.
operations reflecting its self-funding status and lack of
operational integration given the geographic location.  PPL's U.K.
operations have historically been higher levered than its U.S.
operations.  Fitch believes the transparency and high level of
earnings predictability in the U.K. regulatory model could
compensate for the low allowed returns and higher leverage.
Additionally, as the WPD group is fast-tracked, they are allowed
to earn upfront rewards and higher return on equity than its
peers.  Additionally, Fitch believes that PPL U.K.'s capital
structure is managed in accordance with the predictable earnings
stream on a standalone basis.

Credit Metrics: Fitch expects PPL's pro forma FFO fixed charge
coverage to be strong for an issuer with 100% regulated operations
at a low of 4x (or a high of 4x if excluding U.K).  For the FFO
adjusted leverage metric, PPL will likely produce an average high
of 4x and an average low of 4x excluding the U.K.  The sizeable
capital expenditures in the regulated segment weaken the credit
metrics temporarily.  Fitch expects PPL's credit metrics to
improve as spending moderates in the 2018-2019 timeframe.

Supportive Regulatory Jurisdictions: The scale of the large capex
program could pose execution risks and will require upfront debt
financing.  The credit risk that arises from the large capex is
mitigated by regulatory provisions that provide near real-time
cost recovery for about 75% of expenditures, including FERC
jurisdictional transmission in Pennsylvania, environmental
compliance in Kentucky and all capital investments in the U.K.

PPL Electric Utilities

Growing Presence in Transmission: PPLEU's upgrade reflects the
company's growing presence in the transmission sector which Fitch
continues to view as favorable.  Transmission expenditures account
for $2.9 billion of the $4.7 billion (61%) of capital expenditure
planned from 2014 to 2018, substantially all of which is subject
to near real-time recovery and favorable returns.  Transmission
rate base growth is expected to average 10.7% over 2014 to 2018,
the fastest among all PPL subsidiaries.  The recent proposal for
Project Compass demonstrates the company's continued effort to
expand its transmission footprint.

Improving Pennsylvania Regulations: The upgrade also reflects the
improvement of the regulatory framework in Pennsylvania in recent
years.  The most recent distribution rate case outcome was
reasonable with the approval of 70% of the rate increase requested
based on a 10.4% ROE which is higher than industry average.
Additionally, Act 11 minimizes regulatory lag associated with an
$800 million distribution infrastructure replacement program over
five years.  The approved distribution infrastructure replacement
surcharge, the allowed use of fully projected test years in base
rate cases, and riders for advanced meter and storm recovery
provide timely recovery of capital investments.  Approximately 43%
of distribution capex is subject to real-time recovery in the next
five years.

No Commodity Risk: Although the company retains the Provider of
Last Resort (PLR) obligation, all procurement costs are
recoverable from customers.

Credit Metrics: As a low risk transmission and distribution
company, PPLEU's coverage and leverage ratios are expected to be
more consistent within a 'BBB+' rating level.  In the next few
years, Fitch estimates that PPLEU will generate an average of 5.3x
FFO fixed charge coverage and FFO adjusted leverage of 4x.

Favorable Customer Mix: The majority of revenue is derived from
residential customers, which are less affected by economic
conditions than other customer classes.  The 2013 revenue mix was
65% residential though customer growth is expected to remain
tepid.  In 2013, residential sales increased 0.8% on a weather
normalized basis, with slightly negative or no growth in other
segments.  Going forward sales growth is expected to be less than
1% annually.  In August 2014, the unemployment rate in
Pennsylvania was 5.8% compared to 6.1% nationally.

Louisville Gas & Electric and Kentucky Utilities

The ratings and Stable Outlook at LG&E and KU reflect the strong
credit metrics and constructive regulatory policies that limit
cash flow volatility and business risk.

Strong Metrics: Credit metrics at LG&E and KU have been strong for
the rating level.  Given the sizeable capex program especially
those outside of the Environmental Cost Recovery (ECR) mechanism,
Fitch expects credit metrics at both utilities to decline modestly
during the projection period but remain supportive of current
ratings.  FFO adjusted leverage is expected to average
approximately 3.8x over the next several years compared to 3.5x
currently, and FFO fixed charge coverage to approximate 7x as
compared to 8.2x currently.  These metrics remain well positioned
for the 'A-' rating level.

Constructive Regulations: Regulations in Kentucky are considered
by Fitch to be constructive.  The companies operate with a number
of cost recovery mechanisms that reduce regulatory lag and
business risk and the Kentucky Public Service Commission (KPSC)
has a track record of timely rate decisions.  Regulatory policies
include a fuel adjustment clause (FAC) that provides for
variations in fuel costs and economic power purchases to be
reflected in rates two months after incurred; a Gas Supply Charge
(GSC) that allows the cost of natural gas supply for LG&E to be
reset quarterly; an ECR mechanism; cash return on construction
work in progress (CWIP); current recovery of demand side
management (DSM) costs, including lost revenue; and a forward test
year in base rate case.

The ECR is particularly important given the two utilities generate
98% of output in 2013 from coal fired facilities.  The ECR permits
the approved environmental costs to be reflected in rates two
months after incurred.  A $2.3 billion ECR plan was approved,
which represents 38% of the total capex spending from 2013 to
2017.

Pending Rate Case: Recent rate orders in Kentucky have yielded
constructive results, and Fitch anticipates a similar outcome in
the pending rate case.  The 2012 rate order took effect on Jan. 1,
2013 and a 10.25% ROE was authorized for both utilities which
about industry average.

Sizeable Capital Expenditures: Capex has been elevated since 2012
and is expected to remain high over the next several years.  The
two utilities plan to spend a total of approximately $6.1 billion
from 2013 to 2017, averaging $1.2 billion per year compared to
$700 million per year from 2008 to 2012; $2.3 billion of the total
will be invested in environmental compliance projects
aforementioned.

Environmental Exposure: Although Fitch believes the ECR mechanism
mitigates the environmental compliance risks, the associated rate
requirements could potentially cause rate fatigue and affect the
future recovery of growth projects.

Challenging Economy: In 2013, 40% of total sales were driven by
the residential segment in Kentucky.  The residential segment had
0.2% growth and the commercial segment had negative 1.3%.  The
industrial sector experienced 1.5% sales growth in 2013.  Looking
forward, sales volume at both utilities overall will likely remain
flat or slightly negative reflecting the challenging economic
conditions in the state of Kentucky.  In August 2014, Kentucky's
unemployment rate was 7.1%, compared to 6.1% nationally.

LG&E and KU Energy LLC: The ratings of LG&E and KU Energy LLC
(LKE), an intermediate holding company and parent of KU and LG&E,
reflect the predictable cash flow and strong credit profile of its
two regulated utility subsidiaries as well the debt level at the
holding company.  Currently, LKE's debt represents approximately
25% of the total debt in the Kentucky segment.

PPL Energy Supply:

Spinoff Pending: In June 2014, Fitch downgraded PPLES from 'BBB-'
/Outlook Negative to 'BB'/Rating Watch Negative.  The downgrade
followed PPL's announcement of a spin-off of PPLES, which will
then be combined with Riverstone Holding's (Riverstone) generation
assets to form an Independent Power Producer (IPP) named Talen
Energy (Talen).  The transaction is expected to close in the first
half of 2015.

PPLES' 'BB' IDR reflects the expected consolidated credit profile
and business risks as a stand-alone IPP.  Upon Fitch's preliminary
assessment, this transaction will likely further weaken PPLES'
credit profile by adding highly levered Riverstone assets,
partially offset by the estimated synergy savings, which will not
likely be fully achieved until the 2016-2017 time frame.  Talen's
proposed capital structure and leverage (Debt/EBITDA ratio of
approximately 4.0x for 2015 including synergies) is indicative of
an 'BB' profile for an IPP.  Management's public comments indicate
a bias towards acquisitions to pursue growth and operate a
portfolio that has a much shorter duration and more open exposure

The transaction does not materially change the fuel mix or
geographic concentration of the company's generation fleet.  PPLES
currently owns nearly 10GW of generation capacity, which is
comprised of 41% coal.  Post spinoff, the coal generating capacity
is relatively unchanged at 40%.  Fitch consider the Raven assets
to have relatively high risk of incurring sizeable future
compliance costs as Maryland has a history of imposing stringent
environmental mandates, although there is no substantial
environmental capex required in the foreseeable future (management
estimates that approximately $118 million will be spent on major
environmental mandates, 85% of which will be on PPLES' fleet and
remaining on the Raven fleet).

Combined generation fleet will continue to be concentrated in PJM.
Approximately 86% of Talen's total capacity will be located in
PJM.  Though PJM's capacity market lends some stability in
earnings and cash flow by providing visibility to capacity
revenues three years in advance, the auction results have been
unpredictable.

The Negative Rating Watch can be resolved upon closing after
completing a detailed assessment of the financial and operating
statistics of the Riverstone generating portfolio and the combined
fleet, the expected synergy benefits, the impact of possible
divestitures needed to mitigate market power concerns, and the
final capital structure of the new entity.

RATING SENSITIVITIES

PPL

Positive:
   -- A constructive outcome in the rate cases in Kentucky;
   -- A final capital structure at PPL consistent with Fitch's
      current expectations;
   -- PPL is not subject to any financial and/or operational
      obligations as a condition for closing the spinoff
      transaction.

Negative:
   -- FFO adjusted leverage excluding U.K. exceeding 5x beyond the
      heavy utility spending period;
   -- Any material adverse development in the regulatory framework
      in the service territories that PPL's regulated utilities
      operate in, such as change in environmental cost recovery
      mechanisms.

PPLEU

Positive:
   -- Future positive rating action appears unlikely in the next
      12-18 months.

Negative:
   -- FFO adjusted leverage exceeding 5x on sustained basis.

KU and LG&E

Positive:
   -- Future positive rating action appears unlikely in the next
      12-18 months given the large capital spending program.

Negative:
   -- Material adverse development in the regulatory framework in
      Kentucky;
   -- FFO adjusted leverage exceeds 4.25x on a sustained basis.

PPLES/Talen:

Positive:
   -- A conservative hedging strategy that adds visibility to
      EBITDA and cash flows over a two-three year forecast period;
   -- Adjusted DEBT to EBITDA ratio below 4x on a sustainable
      basis.

Negative:
   -- A large open position for fuel purchases as well as power
      sales;
   -- An aggressive growth strategy that could include leveraged
      acquisitions and/or development of non-contracted generation
      assets;
   -- Adjusted DEBT to EBITDA ratio above 4x on a sustainable
      basis.

Fitch upgrades these ratings with a Stable Outlook:

PPL Electric Utilities Corp.
   -- Long-term IDR to 'BBB+' from 'BBB';
   -- Secured debt to 'A' from 'A-';

Fitch affirms these ratings with a Positive Outlook:

PPL Corp
   -- Long-term IDR at 'BBB';
   -- Short-term IDR at 'F2'.

PPL Capital Funding Inc.
   -- Senior unsecured debt at 'BBB';
   -- Junior subordinated notes at 'BB+';

Fitch affirms these ratings with a Stable Outlook:

PPL Electric Utilities Corp.
   -- Short-term IDR at 'F2';
   -- Commercial paper at 'F2'.

LG&E and KU Energy LLC
   -- Long-term IDR at 'BBB+';
   -- Senior unsecured debt at 'BBB+';
   -- Short-term IDR at 'F2'.

Kentucky Utilities Company
   -- Long-term IDR at 'A-';
   -- Secured debt at 'A+';
   -- Secured pollution control bonds at 'A+/F2';
   -- Senior unsecured debt at 'A';
   -- Short-term IDR at 'F2';
   -- Commercial paper at 'F2'.

Louisville Gas and Electric Company
   -- Long-term IDR at 'A-';
   -- Secured debt 'A+';
   -- Secured pollution control bonds at 'A+/F2';
   -- Senior unsecured debt at 'A';
   -- Short-term IDR at 'F2';
   -- Commercial paper at 'F2'.

Fitch maintains ratings and Rating Watch Negative on these:

PPL Energy Supply, LLC.
   -- Long-term IDR at 'BB';
   -- Senior unsecured debt at 'BB';
   -- Short-term IDR at 'B';
   -- Commercial paper at 'B'


PROTECTIVE LIFE: Fitch Retains 'BB+' Rating on CreditWatch Pos.
---------------------------------------------------------------
Fitch Ratings has maintained the ratings of Protective Life Corp.
(NYSE: PL) (IDR 'BBB+') and its primary life insurance
subsidiaries (IFS 'A') on Rating Watch Positive.

Key Rating Drivers

PL's ratings were placed on Rating Watch Positive on June 4, 2014,
following the announcement that the company had agreed to be
acquired by Japan-based Dai-ichi Life Insurance Company, Ltd.
(Dai-ichi Life) in a transaction valued at $5.7 billion.  The
transaction is expected to close in late 2014 or early 2015
subject to various pending regulatory approvals in Japan and the
U.S.

Fitch views the proposed transaction as a credit positive for PL
based on the financial strength of Dai-ichi Life (IFS 'A+'), which
is the second largest life insurance company in Japan and ranks as
one of the largest life insurers globally.

The transaction reflects a broader strategic initiative by Dai-
ichi Life to expand its life insurance business outside of Japan.
The proposed acquisition of PL represents Dai-ichi Life's first
acquisition in the U.S. life insurance market.

Fitch expects PL's existing management team and operating
strategies will largely remain in place following the close of the
transaction.

Assuming the transaction progresses as expected and there are no
material changes in the credit metrics of PL, Fitch is unlikely to
comment further on the ratings of PL until completion of its
acquisition by Dai-ichi.

RATING SENSITIVITIES

Fitch could upgrade PL's ratings following the close of the
transaction based on a review of integration plans, financial
projections, strategic fit within the Dai-ichi Life organization,
and degree of support provided by Dai-ichi Life to PL.

Fitch could affirm PL's ratings at current levels if the
transaction doesn't close or if Fitch concludes that PL lacks
sufficient strategic importance within the Dai-ichi Life
organization to support an alignment of the ratings.

These ratings remain on Rating Watch Positive:

Protective Life Corporation

   -- IDR 'BBB+';
   -- $150 million of 6.40% senior notes due 2018 'BBB';
   -- $400 million of 7.38% senior notes due 2019 'BBB';
   -- $300 million of 8.45% senior notes due 2039 'BBB';
   -- $288 million of 6.25% subordinated debt due 2042' 'BB+';
   -- $150 million of 6.00% subordinated debt due 2042 'BB+'.

PLC Capital Trust V
   -- $103 million of 6.13% trust-preferred stock due 2034 'BB+'.

Protective Life Insurance Company
Protective Life and Annuity Insurance Company
West Coast Life Insurance Company

MONY Life Insurance Co.
   -- IFS 'A'.


RADIOSHACK CORP: Resolving Creditor Dispute Won't Stop Demise
-------------------------------------------------------------
Jonathan Berr at InvestorPlace reports that resolving RadioShack
Corporation's dispute with creditors Salus Capital Partners and
Cerberus Capital Management will hasten the Company's inevitable
demise by a few months at best.  InvestorPlace adds that if the
Company can't resolve the dispute, it is still headed to Chapter
11 bankruptcy.

The Company, says InvestorPlace, is locked in a fight with Salus
Capital and Cerberus Capital over claims whether it has breached
the terms of a $250 million loan.

According to InvestorPlace, the Company's cash dropped to $30.5
million in cash and cash equivalents as of the end of August 2014,
from $109.6 million in February 2014.

InvestorPlace relates that when the Company's CEO, Joe Magnacca,
was hired in 2013, the Company was already heading into the fiscal
abyss, as it failed to keep up with the times.  InvestorPlace says
that the Company quit the PC market in the 1990s after it was
eclipsed by other tech companies, and its niche in batteries, cell
phones and electronics parts have also withered over time.

                   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.


RADIOSHACK CORP: To Cut More Costs as Losses Mount
--------------------------------------------------
Drew Fitzgerald and Chelsey Dulaney, writing for The Wall Street
Journal, reported that RadioShack Corp. outlined a $400 million
cost-cutting plan it hopes will stanch a hemorrhage of cash, as
the electronics chain tries to get through the holiday season in
good enough shape to trigger a rescue by its lenders.

According to the report, the move came as RadioShack reported
another quarterly decline in revenue and widening losses,
reflecting in part a sharp drop in sales of mobile phones over the
Thanksgiving shopping weekend.

                   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.


RADIOSHACK CORP: To End 401(k) Retirement Matching to Cut Costs
---------------------------------------------------------------
Lauren Coleman-Lochner, writing for Bloomberg News, reported that
RadioShack Corp., the struggling electronics retailer, will stop
matching employees' retirement-fund contributions and close stores
to help cut costs.  According to the report, citing an internal
memo from Chief Officer Joe Magnacca, RadioShack will discontinue
matching for 401(k) and 1165(e) plans on Feb. 1.

The company plans to close as many as 1,100 stores in its next
fiscal year, contingent upon consent from lenders, some of which
have blocked attempts to shut them. RadioShack is also reviewing
health benefits, the report said, citing the memo.

                   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.


RENTPATH INC: New $30MM Debt Change No Impact on Moody's B2 CFR
---------------------------------------------------------------
Moody's says RentPath, Inc's $30 million shift of second lien debt
to first lien debt will not impact the B2 corporate family rating,
B1 rating on the first lien credit facility, or the Caa1 rating on
the second lien term loan. The outlook remains stable. The change
will reduce the second lien term loan to $170 million from $200
million and increase the first lien term loan to $505 million from
$475 million. Higher interest expense due to changes in proposed
pricing is expected to lead to modestly lower free cash flow pro-
forma for the transaction.

Initially, the borrower will be Regal Finance Sub, LLC and
following the consummation of the acquisition, RentPath, Inc.

Headquartered in Norcross, Georgia, RentPath, Inc. (RentPath) (fka
PRIMEDIA Inc.) is a leading provider of digital classified
advertising primarily for apartment leasing in addition to modest
operations in new home sales. The company operates a number of web
properties including ApartmentGuide.com, Rent.com, Rentals.com,
and RentalHouses.com. In May of 2012, RentPath acquired Rent.com
from EBay, Inc. for $145 million, expanding its market share and
presence in the online apartment rental advertising market. Pro-
forma for the transaction, RentPath will be owned by Providence
Equity Partners LLC and TPG Partners VI, L.P which will have equal
ownership positions of 48.7%. RentPath generated approximately
$250 million of revenue for the twelve months ended September 30,
2014, pro forma for the sale of DistribuTech on February 1, 2014.


REVEL AC: Atlantic City Fails to Recover Taxes at Tax-Lien Sale
---------------------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
Atlantic City, N.J., has failed to recoup more than $30 million in
taxes owed by the shuttered Revel Casino Hotel, a blow to a city
that is struggling to meet its budget after the closure of four
boardwalk casinos this year.  According to the report, at a tax-
lien sale held in city hall, Atlantic City auctioned off the
rights to collect the unpaid taxes from Revel as well as Trump
Entertainment Resorts Inc.'s two casinos, the Trump Taj Mahal and
the Trump Plaza.

                          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.


SABRA HEALTH: Fitch Assigns 'BB+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has assigned the following initial ratings to Sabra
Health Care REIT, Inc. (NASDAQ: SBRA) and its operating
partnership Sabra Health Care Limited Partnership (Sabra):

Sabra Health Care REIT, Inc.

   -- Issuer Default Rating (IDR) 'BB+';
   -- Cumulative redeemable preferred stock 'BB-'.

Sabra Health Care Limited Partnership

   -- IDR 'BB+';
   -- Unsecured revolving credit facility 'BB+';
   -- Unsecured term loan 'BB+';
   -- Senior unsecured notes 'BB+'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

Sabra's 'BB+' IDR reflects its investment grade capitalization
(based on its unsecured borrowing strategy and strong key credit
metrics), offset by portfolio factors such as asset and tenant
concentration.  Such factors increase the risk to operating cash
flows (and in turn to unsecured bondholders) and are manageable in
isolation but inconsistent with investment grade ratings in the
aggregate.  Fitch's ratings are underpinned by certain
expectations such as continued diversification, the stabilization
of the Forest Park Medical Centers with appropriate coverage, and
material improvement in the facility level coverage for the
Holiday portfolio.  Failure to achieve these benchmarks could
result in negative momentum on the ratings and/or Outlook.  The
Stable Outlook reflects Fitch's belief that despite the
expectation of continued diversification, it will be insufficient
to warrant positive ratings momentum over the next 12 to 24
months.

ASSET CONCENTRATION KEY RISK

Asset concentration is a key negative factor for the ratings as it
increases the magnitude of the downside risk to recurring
operating EBITDA should there be a lease default.  SBRA has
investments in three acute-care hospitals that operate under
Forest Park Medical Center, all within the greater Dallas, TX
area.  These assets comprise 12.2% of revenues combined, 2% to 6%
individually and could comprise a greater percentage upon the
exercise of purchase / put options.  The risk posed by each
hospital is increased by the limited operating histories,
proximity to each other and lease structures.

All of the assets are new and in various stages of stabilization
providing a limited track record at best to determine the
robustness and volatility of facility level coverage.  Moreover,
as all of the facilities operate under the same name in relatively
close proximity to each other, an operating or regulatory issue at
one facility could affect patient volumes and operating
performance at the others.  Lastly, while the facilities are
affiliated, SBRA does not benefit from structural considerations
such as a master lease or cross default or cross collateralization
provisions.  The ratings assume the assets will stabilize with
appropriate coverage levels and failure to do so could result in
negative momentum on the ratings and/or Outlook.

TENANT DIVERSIFICATION IMPROVING

As Sabra was created through the separation of Sun Healthcare
Group, Inc.'s (now known as Genesis Healthcare) real estate and
operating assets, it derived from Genesis 100% of its revenues at
the onset and 36% at Sept. 30, 2014 pro forma for the Holiday
transaction.  Tenant concentration poses two main threats to
REITs: a larger portion of EBITDA at risk should there be a
default or bankruptcy and Fitch's expectation that larger, more
concentrated tenants have significant leverage when negotiating
lease renewals given the pooling of assets into master leases.

The key considerations when analyzing tenant concentration are the
quality of the underlying tenant (which reduces the risk to cash
flows during the life of the lease) and the balance of power
between the tenant and the landlord as determined by the amount of
the tenant's real estate controlled by the landlord.  As the
amount of real estate that the tenant utilizes that is leased from
the REIT increases, the more the balance tilts in favor of the
REIT. The leases between Sabra and Genesis Healthcare (pro forma
for its combination with Skilled Healthcare Group) will comprise
15% of Genesis' real estate but 36% of Sabra's revenues.

DIVERSIFYING VIA ACQUISITIONS BUT PAYING TO DO SO

Sabra has actively and effectively used acquisitions to improve
portfolio diversification, most recently through the $550 million
Holiday transaction.  The 21 independent living facility portfolio
totals 2,850 units across 15 states.  SBRA entered into a triple-
net master lease with subsidiaries of Holiday AL Holdings LP with
an initial term of 15 years and two five-year renewal options.
The transaction has an initial cash yield of 5.5% and a 7.1% GAAP
yield reflecting annual rent increases of 4% in years two and
three and the greater of 3.5% or inflation during the remainder of
the initial term.  Holiday operates more than 300 senior living
facilities and is owned by investment funds managed by affiliates
of Fortress Investment Group LLC.  The lease includes credit
enhancement from guarantor entities including fixed charge
coverage and other covenants.

While the Holiday transaction improved SBRA's diversification, it
is not without risk.  The price paid is noteworthy on an absolute
basis and relative to past transaction by other REITs with the
initial cash yield of 5.5% and approximately 50 basis points (bps)
to 100 bps lower than recent comparable transactions.  Moreover,
while the guarantor fixed charge coverage is fair at 1.25x and
implies a lower probability of lease default, Fitch believes
facility level coverage is materially lower and will require
significant growth in operating cash flows to maintain and/or
improve given annual rental increases.  Fitch views facility level
coverage as a more meaningful predictor of the probability that
the tenant can and would want to renew the lease at maturity
especially in instances where the REIT does not control all or
practically all of the tenant's real estate such as with SBRA and
Holiday.

INVESTMENT GRADE METRICS AND CAPITALIZATION

Sabra's capitalization is consistent with its investment grade
peers being predominantly fixed-rate and unsecured and does not
require significant mortgage repayments and asset unencumbering to
complete the transition.  Moreover, SBRA's target leverage (low
4.0x range), average actual leverage (average of all quarters
since inception is 5.0x) and Fitch's forecasted leverage (between
5.0x and 5.5x through 2016) are all consistent with investment
grade ratings for SBRA's asset composition.  Similarly, fixed
charge coverage was 3.2x for 3Q'14 pro forma and Fitch expects
will sustain around 3.0x through 2016 which is strong for the
'BB+' rating and appropriate for a 'BBB-' IDR.

Fitch calculates leverage as total debt less readily available
cash to recurring operating EBITDA, including stock-based
compensation and acquisition costs, as senior management has the
option to be compensated in cash or shares for bonuses and Board
of Directors fees.  Acquisition expenses are recurring in nature
for issuers such as SBRA that have external growth as an explicit
part of its strategy.  Combined, the inclusion of these costs
provides a more accurate reflection of the annual overhead
expenses.  Fitch calculates fixed charge coverage as recurring
operating EBITDA to total interest incurred and preferred
dividends.

ISSUER SIZE AND RATINGS

Pro forma for Holiday, SBRA owns more than $2 billion of gross
assets which ranks as one of the smallest REITs in Fitch's rated
universe.  However, Fitch currently rates six REITs investment
grade despite owning less than $2 billion of gross assets and
views a REIT's size as a determinant of operating efficiencies and
the cost of capital not necessarily access to capital.  Moreover,
the probability of default is aligned with the size and quality of
the unencumbered pool from which a REIT would sell assets or
encumber in order to repay recourse debt maturities.  Fitch views
the quality of the underlying real estate as more important
factors than sponsor size or quality when accessing secured debt
or the transaction market.

STRONG LIQUIDITY DRIVEN BY LONG-DATED BUT CONCENTRATED MATURITIES

Sabra's corporate liquidity is strong for the rating due to only
$7.1 million of funding obligations for the period Oct. 1, 2014
through Dec. 31, 2016 compared to $337 million of sources, pro
forma.  A long-dated yet concentrated debt maturity schedule is
somewhat common for smaller REITs (especially those that issue
public unsecured bonds as opposed to smaller denomination term
loans and private placements) and results in a lower probability
of default in the initial years but greater bullet maturity risk
in the later years.  The 'BB+' IDR is predicated on the
expectation that SBRA will improve the staggering of its debt
maturities going forward.

SBRA's nearest debt maturity will be the $200 million term loan
and any balance on the revolving line of credit in 2018 (both of
which can be extended at SBRA's option to 2019).  SBRA's liquidity
could be reduced further should SBRA acquire the two Forest Park
Medical Centers for which SBRA is the lender.  After 2018 when 30%
of total debt matures, SBRA's debt maturities are again
concentrated in 2021 (43%) and 2023 (18%).

SBRA maintains appropriate contingent liquidity in the form of
unencumbered assets which cover unsecured debt net of readily
available cash by 2.1x - 2.5x assuming a stressed 8.5% to 10.5%
cap rate.  Fitch excludes unencumbered interest and other income
of $21.5 million from coverage and notes that including the debt
investments would improve coverage by 0.0x to 0.3x depending on
the haircut applied to face value.

PREFERRED NOTCHING AND NOTE COVENANTS

The two-notch differential between SBRA's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BB+'.  Based on Fitch Research on 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', also available at Fitch website, these preferred
securities are deeply subordinated and have loss absorption
elements that would likely result in poor recoveries in the event
of a corporate default.

Certain of the covenants of SBRA's senior unsecured notes, most
notably the limitation on indebtedness and maintenance of total
unencumbered assets, can be suspended upon certain events.  SBRA
would still be subject to the financial covenants in its bank
credit facility agreement; however, those may be renegotiated with
greater ease and a breach would not trigger a cross-default so
long as the bank lending group did not accelerate repayment.
While Fitch does not rate to the covenants, the lack of covenants
would be a differentiating factor between SBRA's unsecured notes
and those of its REIT peers.

STABLE OUTLOOK

The Stable Outlook reflects Fitch's belief that SBRA's portfolio
diversification will improve but not sufficiently to warrant
positive momentum on the ratings over the next 12-to-24 months.
Fitch expects SBRA's capitalization will remain consistent with a
higher rating.

RATING SENSITIVITES

Fitch views SBRA's existing leverage and fixed charge coverage as
being consistent with higher ratings.  As such, positive momentum
on SBRA's ratings and/or Outlook will be driven by continued a
material diversification that reduces reliance on individual
assets and/or tenants.

The following factors may result in negative momentum on SBRA's
ratings and/or Outlook:

   -- Increasing asset and/or tenant concentration;
   -- Deteriorating coverage in the Holiday portfolio;
   -- Forest Park Medical Center assets do not stabilize with
      sufficient facility-level coverage;
   -- Fitch's expectation of leverage sustaining above 6.5x
      (leverage was 6.0x at Sept. 30, 2014 pro forma for the
      certain investments and issuances subsequent to the end of
      the quarter).


SANDERS LARIOS: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Sanders, Larios, Larios & Luevanos, a Partnership
                3122 South Riverside Avenue
                Bloomington, CA 92316

Case Number: 14-24822

Involuntary Chapter 11 Petition Date: December 10, 2014

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

Judge: Hon. Wayne E. Johnson

Petitioner's Counsel: David M Goodrich, Esq.
                      SULMEYERKUPETZ APC
                      333 South Hope St 35th Floor
                      Los Angeles, CA 90071
                      Tel: 213-626-2311
                      Email: dgoodrich@sulmeyerlaw.com

Petitioners                  Nature of Claim    Claim Amount
-----------                  ---------------  ----------------
Sergio Larios                General Partner  25% Gen. Partner
3122 South Riverside Avenue
Bloomington, CA 92316

Carlos Larios                General Partner  25% Gen. Partner
3122 South Riverside Avenue
Bloomington, CA 92316

Dolores Luevanos             General Partner  25% Gen. Partner
830 So Chestnut Avenue
LaBrea, CA 92821


SANDRINE'S LIMITED: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sandrine's Limited Liability Company
        8 Holyoke Street
        Cambridge, MA 02138

Case No.: 14-15702

Chapter 11 Petition Date: December 10, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. William C. Hillman

Debtor's Counsel: Alex F. Mattera, Esq.
                  DEMEO, LLP
                  200 State Street
                  Boston, MA 02109
                  Tel: (617) 263-2600 ext. 244
                  Fax: (617) 263-2300
                  Email: amattera@demeollp.com

Total Assets: $35,000

Total Liabilities: $1.37 million

The petition was signed by Gwyneth B. Trost, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab14-15702.pdf


SELCO CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Selco Construction, Inc.
        P.O. Box 1142
        Smithfield, NC 27577

Case No.: 14-07165

Chapter 11 Petition Date: December 10, 2014

Court: United States Bankruptcy Court
       Eastern District of North Carolina
       (Raleigh Division)

Debtor's Counsel: J.M. Cook, Esq.
                  J.M. COOK, P.A.
                  5886 Faringdon Place, Suite 100
                  Raleigh, NC 27609
                  Tel: 919 675-2411
                  Email: J.M.Cook@jmcookesq.com

Total Assets: $2.90 million

Total Liabilities: $490,342

The petition was signed by Franklin W. Eason, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb14-07165.pdf


SILVERADO STREET: Files for Chapter 11 with $11.3-Mil. Debt
-----------------------------------------------------------
Silverado Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 14-09543) on Dec. 9, 2014, disclosing
$11.3 million in debt against assets of $21.8 million.

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,450,000
  B. Personal Property            $9,300,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              [$11,237,000]
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $5,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                    $21,750,000     [$11,312,000]

According to the statement of financial affairs, the business
didn't generate any income during the two years preceding the
bankruptcy filing.

A copy of the schedules and the SOFA is available for free at:

       http://bankrupt.com/misc/casb_14-09543_SAL.pdf

The case is assigned to Judge Christopher B. Latham.

James Lee, Esq., at the Legal Offices of James J. Lee, in Las
Vegas, serves as counsel.


SMILE BRANDS: Moody's Lowers Corporate Family Rating to Caa1
------------------------------------------------------------
Moody's Investors Service downgraded Smile Brands Group, Inc.'s
Corporate Family Rating to Caa1 from B3, its Probability of
Default Rating to Caa1-PD from B3-PD, and its senior secured bank
credit facility rating to B2 from B1. The rating outlook is
negative.

The rating action reflects the company's weak operating
performance and deteriorating credit metrics, attributable to a
challenging consumer spending environment, and declining operating
margins resulting from higher labor, marketing and corporate
overhead expenses. The downgrade also reflects Moody's concerns
related to the minimal cushion under financial covenants in the
company's bank credit facilities. Despite a recent equity infusion
by financial sponsor, Welsh, Carson, Anderson & Stowe ("WCAS"),
the company faces minimal headroom under its financial maintenance
covenants due to recent earnings volatility and the contractual
tightening of covenant requirements in the near term. However,
Moody's believes that there is a high likelihood that WCAS will
continue to provide equity support in advance of any potential
covenant breaches over the next year, which would otherwise
require a waiver or an amendment.

Following is a summary of Moody's rating actions.

Ratings downgraded:

Smile Brands Group, Inc.

  Corporate Family Rating to Caa1 from B3

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

  Senior secured revolving credit facility to B2 (LGD 3) from B1
  (LGD 3)

  Senior secured first lien term loan to B2 (LGD 3) from B1
  (LGD 3)

  The rating outlook is negative.

Ratings Rationale

Smile Brands' Caa1 Corporate Family Rating reflects the company's
relatively small size, strong competitive challenges within
certain key markets, and the difficulty it might face in turning
its operating performance around. The rating also reflects Moody's
expectation that the company's very high financial leverage, weak
interest coverage, and negative free cash flow will continue in
the year ahead. The credit profile also reflects liquidity
concerns related to the weak cushion under the company's credit
facility financial covenants. Further constraining the rating is
the industry's exposure to economic cycles and consumer spending
patterns given the relatively high proportion of out-of-pocket
expenses patients must pay for dental treatment. The ratings are
supported by Smile Brands' strong market position as one of the
largest dental service organizations (DSO) in the United States,
maintaining leading competitive positions across many of its
primary markets.

The negative rating outlook reflects Moody's concerns that Smile
Brands will be challenged to stabilize and improve operating
performance, and also reflects Moody's expectation that the
company's credit metrics will remain constrained due to elevated
costs, and that its liquidity profile will remain weak. In
addition, while Moody's expects the company to obtain additional
equity infusions from the financial sponsor as needed over the
next few quarters, the absence of an equity infusion will likely
result in the breach of financial covenants, requiring a waiver or
an amendment by the lenders.

The ratings could be downgraded if the company's operating
performance or sources of liquidity deteriorate, or if for any
reason Moody's becomes further concerned around the sustainability
of Smile Brands' capital structure.

The ratings could be upgraded if the company's operating
performance stabilizes and its liquidity profile improves. An
upgrade would also require Smile Brands to reduce its financial
leverage with debt to EBITDA approaching 6.0 times on a sustained
basis.

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

Headquartered in Irvine, California, Smile Brands Group Inc. is a
leading dental service organization ("DSO") in the United States.
Through its owned subsidiaries and affiliated professional
corporations (PCs), the company provides comprehensive business
support services, non-clinical personnel, facilities and equipment
to more than 1,200 dentists and hygienists practicing in over 360
offices nationally. Smile Brands' primary equity sponsor is Welsh,
Carson, Anderson & Stowe ("WCAS"). For the twelve months ended
September 30, 2014, the company had revenues of $509 million.


SOLEDAD REDEVELOPMENT: S&P Cuts Rating on Increment Bonds to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BB+' on Soledad Redevelopment Agency, Calif.'s series
2007A and 2007B tax increment bonds and placed them on CreditWatch
with negative implications.

"The lowered rating reflects our view of the agency's continued
declines in project area assessed value, which resulted in maximum
annual debt service coverage levels that have been insufficient
for the past three years," said Standard & Poor's credit analyst
Li Yang.  "The CreditWatch placement follows repeated attempts by
Standard & Poor's to obtain timely information of satisfactory
quality to maintain our rating on the securities in accordance
with our applicable criteria and policies," Mr. Yang added.

If S&P does not receive the requested information by Dec. 24,
2014, it will likely result in its suspension or withdrawal of the
affected rating, preceded, in accordance with S&P's policies, by
any change to the rating that it considers appropriate given
available information.

The bonds are secured by tax increment revenue collected from the
agency's single project area, which includes a 525-acre original
project area (OPA) and 225 acres that were added to the OPA in
2006.  The 225-acre additional project area (APA) began generating
tax increment revenue in fiscal 2008.

Soledad, with an estimated population of 15,000, is located in
Monterey County's Salinas Valley on Highway 101, about 25 miles
south of Salinas and 120 miles south of San Francisco.


SOPA SQUARE: BC Court Approves Purchase & Sale Agreement
--------------------------------------------------------
The Supreme Court of British Columbia approved on Dec. 4, 2014, a
purchase and sale agreement with a stalking horse purchase for
substantially all of the assets, undertakings and property of the
SOPA entities comprised of P218 Enterprises Ltd., Wayne Holdings
Ltd., and SOPA Square Joint Venture.

The agreement is subject to, among other tings, the conduct of a
further marketing and sales process in accordance with certain
bidding procedures for the property. These procedures are designed
to provide other interested parties with the opportunity to submit
offers to purchase the property on terms more favorable than those
set out in the agreement.

SOPA Square is a zoned and entitled development with approved
plans for a mixed-use real estate project in the Lower Mission
area of British Columbia's Okanagan Valley.  Investment highlights
include:

  -- Two newly constructed commercial buildings containing
     approximately 40,000 feet of ground floor retail space and
     19,000 square feet of first floor office space.

  -- Zoned and entitled development plans for an eleven storey
     residential tower and six storey townhome complex
     representing 160,000 square feet of buildable residential
     space.

  -- A newly constructed below ground parkade containing 213
     parking spaces and a surface parking lot containing an
     additional 59 spaces (currently under construction)

  -- Location in a thriving, mixed use community, in the stylish
     Lower Mission area of Kelowna, BC, with close proximity to
     Kelowna General Hospital.

A copy of the bidding procedures or other materials in these
proceedings is available at http://www.ey.com/ca/sopa

On Jan. 27, 2014, Ernst & Young Inc. was appointed by the Court as
receiver of certain of SOPA Entities' assets.


SOUTHEAST POWERGEN: S&P Rates $480MM Sr. Secured Term Loan 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating and
'2' recovery rating to project finance entity Southeast PowerGen
LLC's (SEPG) $480 million senior secured term loan due 2021 and
$70.5 million revolving credit facility due 2019.  S&P's recovery
expectations are in the upper half of the 70% to 90% range.  The
ratings reflect S&P's review and assessment of final documents and
legal opinions.  The outlook is stable.

SEPG is a project-financed, special-purpose entity owning roughly
2.8 gigawatts of generation capacity from six natural gas-fired
plants in Georgia.  SEPG is 75.05% owned by an affiliate of
Carlyle Power Partners, and 24.95% owned by an affiliate of GE
Energy Financial Services (GE EFS).  SEPG issued a $480 million
senior secured term loan and a $70.5 million revolving credit
facility.  Net proceeds are going toward supporting Carlyle's
acquisition of SEPG from previous owners ArcLight and the
Government of Singapore Investment Corp., repay existing
subsidiary debt, make a distribution to GE EFS, and fund liquidity
reserve accounts.  SEPG will repay the term loan through minimal
mandatory amortization and an annual cash flow sweep that is the
greater of either 75% of excess cash flow or an amount sufficient
to meet specific targeted debt balances.

S&P's 'BB' rating primarily reflects exposure to recontracting
risk when two key offtake agreements expire after 2015, moderate
debt leverage (initial consolidated debt per kilowatt (kW) of
roughly $249), reliance on residual cash flows from subsidiary
Mackinaw Power LLC, and refinancing risk at the end of the term
loan B tenor.

"Those risks are partially offset by the project's strong tolling
contracts with creditworthy counterparties.  The tolling
agreements limit demand and price risk by providing capacity
payments in addition to an ability to pass through costs for fuel
and other variable expenses," said Standard & Poor's credit
analyst Stephen Coscia.

The stable outlook reflects S&P's expectation for steady cash
flows coming from the project's strong tolling agreements that
minimize market or fuel price exposure.  S&P thinks it is likely
that SEPG can recontract the two agreements expiring at the end of
2015 for rates sufficient to support the current rating.

S&P could raise the rating if the portfolio continues its strong
operational performance, and Effingham and Sandersville are
recontracted at rates substantially higher than in S&P's base
case.  An upgrade would require an expected term loan balance at
maturity of less than $150 million, down from S&P's current
expectation of about $170 million and DSCRs in the post-refinance
phase closer to 2.5x.

S&P could lower the rating if debt service coverage fell close to
1.5x, or the expected term loan balance at maturity increased to
about $225 million.  This could happen as a result of poor
operational performance or the project fails to sign replacement
contracts at Effingham and Sandersville for sufficient rates.


SPECIALTY PRODUCTS: Court Confirms Ch. 11 Reorganization Plan
-------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware on Dec. 10, 2014, issued an order confirming the joint
plan of reorganization of Specialty Products Holding Corp. and its
debtor affiliates.

The Debtors received 71,995 acceptances out of 72,006 votes from
holders of claims under Class 4a(SPHC Asbestos Personal Injury
Claims), with Class 4a claimants who voted in favor of the Plan
holding claims in the amount of $1,356,209,300 for voting purposes
only, those acceptances being 99.98% in number and 99.99% in
amount of all ballots received from holders of Class 4a Claims.

The Debtors received 49,799 acceptances out of 49,810 votes from
holders of claims under Class 4b (NMBFiL Asbestos Personal Injury
Claims), with Class 4b claimants who voted in favor of the Plan
holding claims in the amount of $306,072,446 for voting purposes
only, those acceptances being 99.99% in number and 99.99% in
amount of all ballots received from holders of Class 4b Claims.

As reported in the Troubled Company Reporter, the asbestos trust
to be created under the Plan will contain two accounts for the
resolution of Asbestos Personal Injury Claims and payment of
related Asbestos Personal Injury Trust Expenses: one for holders
of SPHC Asbestos Personal Injury Claims and one for holders of
NMBFiL, Inc., Asbestos Personal Injury Claims.  These accounts
will be funded as follows for the benefit of holders of Asbestos
Personal Injury Claims:

   * The trust account for holders of SPHC Asbestos Personal
     Injury Claims will be funded by (i) an aggregate of
     $447.5 million in cash paid by one or more of the SPHC
     Parties and International on the Effective Date and (ii) the
     SPHC Payment Note issued by the SPHC Parties and
     International as co-obligors.  The SPHC Payment Note will (a)
     bear no interest, (b) mature on the fourth anniversary of the
     Effective Date, (c) be secured by the SPHC Pledge, and (d)
     provide for the following scheduled principal payments to the
     Asbestos Personal Injury Trust, in each case, payable in the
     form of cash, shares of common stock of International or a
     combination thereof: (1) on or before the second anniversary
     of the Effective Date of the Plan, $102.5 million; (2) on or
     before the third anniversary of the Effective Date of the
     Plan, $120 million; and (3) on or before the fourth
     anniversary of the Effective Date of the Plan, $125 million.

   * The trust account for holders of NMBFiL Asbestos Personal
     Injury Claims will be funded by (i) an aggregate of
     $2.45 million in cash paid by one or both of NMBFiL and
     International on the Effective Date and (ii) the NMBFiL
     Payment Note issued to the Asbestos Personal Injury Trust by
     NMBFiL and International as co-obligors.  The NMBFiL Payment
     Note will be (a) in the principal amount of $50,000, (b)
     secured by the pledge of 100% of the equity of reorganized
     NMBFiL plus cash or a letter of credit and (c) due on the
     first anniversary of the Effective Date.

The Plan includes asbestos personal injury trust distribution
procedures for asbestos claims against each of (i) the SPHC
Parties and (ii) NMBFiL that describe a detailed process for
treating all claimants asserting Asbestos Personal Injury Claims
fairly and equitably.

3M Company, the United States Department of Justice, and the
California Franchise Tax Board each raised informal objections to
confirmation of the Plan, which were resolved by the parties by
the inclusion of certain language in the Confirmation Order.

On Dec. 9, the Debtors amended their Plan to reflect comments from
certain parties-in-interest as well as certain technical
modifications.

A full-text copy of the Plan Confirmation Order is available at
http://bankrupt.com/misc/SPHCconford.pdf

A black-lined version of the Amended Plan dated Dec. 9 is
available at http://bankrupt.com/misc/SPHCplan1209.pdf

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., Zachary
I. Shapiro, Esq., Paul N. Heath, Esq., and Tyler D. Semmelman,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  The Company
estimated its assets and debts at $100 million to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

Specialty Products Holding Corp, together with Bondex
International, Inc., are referred to as the Initial Debtors.

Counsel to the Official Committee of Asbestos PI Claimants are
Natalie D. Ramsey, Esq., and Mark A. Fink, Esq. of Montgomery,
Mccracken, Walker & Rhoads, LLP, in Wilmington Delaware, and Mark
B. Sheppard, Esq. of the firm's Philadelphia, Pennsylvania
division.

Counsel to the Future Claimants' Representative are James L.
Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq.,
Sharon Zieg, Esq., and Erin Edwards, Esq. of Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

Competing bankruptcy exit plans have been filed by the Initial
Debtors, on one hand, and the Official Committee of Unsecured
Creditors and the Future Claimants' Representative on the other.

The Debtors' First Amended Joint Plan of Reorganization and the
explanatory Disclosure Statement, dated Nov. 18, 2013, provides
for an asbestos trust to be established and funded with cash to
pay present and future asbestos-related claims.  The trust will be
funded by secured notes, issued by the Debtors and their ultimate
parent, RPM International Inc. ("International"), and the amounts
and terms of the notes will, with one exception, be determined by
the final outcome or settlement of the litigation that will
determine the asbestos claimants' rights in the chapter 11 cases.
The one exception is that the notes will provide for an aggregate
initial nonrefundable payment of $125 million to the asbestos
trust irrespective of the outcome of any litigation.  In short,
the Debtors and International have committed to pay to asbestos
claimants the maximum amount to which they are entitled based on
the applicable judgments or rulings in the litigation that will
determine the extent of the claimants' rights in the chapter 11
cases, and to make comparable payments to other similarly situated
creditors.

The PI Committee and the FCR's Third Amended Plan, filed Oct. 15,
2013, provides that: (i) SPHC will be separated from non-Debtor
direct or indirect parent Bondex International; (ii) Reorganized
SPHC will be managed and/or sold for the benefit of holders of all
Claims that are not paid in Cash, subordinated, cancelled or
otherwise treated pursuant to the Plan; (iii) all of SPHC's causes
of action will survive; (iv) Asbestos PI Trust Claims against SPHC
will be channeled to an Asbestos PI Trust; and (v) current SPHC
equity interests will be canceled, annulled, and extinguished.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.

On Aug. 31, 2014, Republic Powdered Metals, Inc., and affiliate
NMBFiL, Inc. -- the New Debtors -- sought Chapter 11 protection
(Bankr. D. Del. Case No. 14-12028).  The New Debtors are
indirect subsidiaries of Bondex International and affiliates of
the Initial Debtors.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications. In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The New Debtors were granted, on Sept. 3, 2014, joint
administration of their Chapter 11 cases for procedural purposes
only, with the chapter 11 cases of Specialty Products Holding
Corp. and Bondex International, Inc.


SPECIALTY PRODUCTS: RPM Brings Finality to Bondex Asbestos Costs
----------------------------------------------------------------
RPM International Inc. on Dec. 10 disclosed that the United States
Bankruptcy Court in Delaware and the United States District Court
in Delaware have confirmed the plan of reorganization for RPM's
Specialty Products Holding Corp. (SPHC) subsidiary and related
entities.

SPHC originally filed for bankruptcy protection on May 31, 2010 to
permanently resolve asbestos claims related to its Bondex
International Inc. subsidiary.  At closing of the plan of
reorganization, which is expected to take place over the next
several days, a trust will be established under Section 524(g) of
the United States Bankruptcy Code for the benefit of current and
future asbestos personal injury claimants.  The trust will assume
all liability and responsibility for these current and future
asbestos claims, and SPHC and its related entities will have no
further liability or responsibility for, and will be permanently
protected from, the claims.

At the same time, financial results of SPHC's operating
subsidiaries, which have not been included in RPM's financial
reports since the bankruptcy filing, will be reconsolidated with
RPM's results for most of the second half of the company's fiscal
year ending May 31, 2015 and subsequently.  While RPM continued to
own SPHC and its subsidiaries during the bankruptcy process, their
financial results were not consolidated with RPM's during that
time.  RPM will review the financial impact of the reconsolidation
during its second quarter earnings conference call on January 7,
2015.

"We are pleased to bring finality to our legacy Bondex asbestos
liability and welcome back into the RPM family an outstanding
group of SPHC operating companies that are generating more than
$400 million in sales on an annualized basis, along with strong
operating income and cash flow," stated Frank C. Sullivan, RPM
chairman and chief executive officer.

SPHC operating subsidiaries include:

Chemical Specialties Manufacturing Corp., a producer of commercial
cleaning products;
Day-Glo Color Corp., a leading manufacturer of fluorescent
colorants and pigments;
Dryvit Systems, Inc., a leading manufacturer of exterior
insulation finish systems;
Kop-Coat, Inc., a leading producer of wood treatments for lumber
and coatings for the marine market;
RPM Wood Finishes Group (Mohawk Finishing Products, CCI and
Guardian Protection Products, Inc.), a primary supplier of wood
coatings to the furniture industry;
TCI, Inc., a leading producer of powdered metal coatings; and
ValvTect Petroleum Products, a producer of fuel additives.

As previously disclosed, the asbestos trust will be funded with
$797.5 million in pre-tax contributions.  The company estimates
that the net after-tax present value of the contributions will be
approximately $485.0 million.  Contributions will be as follows:

$450.0 million in cash at closing, funded through RPM's revolving
line of credit with a group of banks;
$102.5 million in cash, RPM stock, or a combination of the two, on
or before the second anniversary of the plan's effective date;
$120.0 million in cash, RPM stock, or a combination of the two, on
or before the third anniversary of the plan's effective date; and
A final payment of $125.0 million in cash, RPM stock, or a
combination of the two, on or before the fourth anniversary of the
plan's effective date.

                           About RPM

RPM International Inc. -- http://www.RPMinc.com-- is a holding
company.  The company owns subsidiaries that provide specialty
coatings, sealants, building materials and related services
serving both industrial and consumer markets.  RPM's industrial
products include roofing systems, sealants, corrosion control
coatings, flooring coatings and specialty chemicals.  Industrial
brands include Stonhard, Tremco, Dryvit, Day-Glo, illbruck,
Carboline, Flowcrete, Universal Sealants and Euco.  RPM's consumer
products are used by professionals and do-it-yourselfers for home
maintenance and improvement and by hobbyists.  Consumer brands
include Zinsser, Rust-Oleum, DAP, Varathane and Testors.

                   About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., Zachary
I. Shapiro, Esq., Paul N. Heath, Esq., and Tyler D. Semmelman,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  The Company
estimated its assets and debts at $100 million to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

Specialty Products Holding Corp, together with Bondex
International, Inc., are referred to as the Initial Debtors.

Counsel to the Official Committee of Asbestos PI Claimants are
Natalie D. Ramsey, Esq., and Mark A. Fink, Esq. of Montgomery,
Mccracken, Walker & Rhoads, LLP, in Wilmington Delaware, and Mark
B. Sheppard, Esq. of the firm's Philadelphia, Pennsylvania
division.

Counsel to the Future Claimants' Representative are James L.
Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq.,
Sharon Zieg, Esq., and Erin Edwards, Esq. of Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

Competing bankruptcy exit plans have been filed by the Initial
Debtors, on one hand, and the Official Committee of Unsecured
Creditors and the Future Claimants' Representative on the other.

The Debtors' First Amended Joint Plan of Reorganization and the
explanatory Disclosure Statement, dated Nov. 18, 2013, provides
for an asbestos trust to be established and funded with cash to
pay present and future asbestos-related claims.  The trust will be
funded by secured notes, issued by the Debtors and their ultimate
parent, RPM International Inc. ("International"), and the amounts
and terms of the notes will, with one exception, be determined by
the final outcome or settlement of the litigation that will
determine the asbestos claimants' rights in the chapter 11 cases.
The one exception is that the notes will provide for an aggregate
initial nonrefundable payment of $125 million to the asbestos
trust irrespective of the outcome of any litigation.  In short,
the Debtors and International have committed to pay to asbestos
claimants the maximum amount to which they are entitled based on
the applicable judgments or rulings in the litigation that will
determine the extent of the claimants' rights in the chapter 11
cases, and to make comparable payments to other similarly situated
creditors.

The PI Committee and the FCR's Third Amended Plan, filed Oct. 15,
2013, provides that: (i) SPHC will be separated from non-Debtor
direct or indirect parent Bondex International; (ii) Reorganized
SPHC will be managed and/or sold for the benefit of holders of all
Claims that are not paid in Cash, subordinated, cancelled or
otherwise treated pursuant to the Plan; (iii) all of SPHC's causes
of action will survive; (iv) Asbestos PI Trust Claims against SPHC
will be channeled to an Asbestos PI Trust; and (v) current SPHC
equity interests will be canceled, annulled, and extinguished.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.

On Aug. 31, 2014, Republic Powdered Metals, Inc., and affiliate
NMBFiL, Inc. -- the New Debtors -- sought Chapter 11 protection
(Bankr. D. Del. Case No. 14-12028).  The New Debtors are
indirect subsidiaries of Bondex International and affiliates of
the Initial Debtors.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications. In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The New Debtors were granted, on Sept. 3, 2014, joint
administration of their Chapter 11 cases for procedural purposes
only, with the chapter 11 cases of Specialty Products Holding
Corp. and Bondex International, Inc.


SPRINT CORP: Fitch Affirms 'B+' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings affirms the 'B+' Issuer Default Rating (IDR)
assigned to Sprint Corporation (Sprint) and its wholly owned
subsidiaries Sprint Communications Inc. and Clearwire
Communications LLC.  The Rating Outlook for Sprint's ratings is
Stable.

KEY RATING DRIVERS

   -- Fitch believes Softbank has taken important steps to improve
      the long-term strategic linkage between the two companies
      during the past year.  Softbank has already demonstrated
      past tangible support with a $5 billion capital infusion.
      As such, the ratings consider that Softbank may provide
      additional financial assistance such as loans in the event
      Sprint required funding outside of current plans to develop
      its business.  Thus, Softbank's implied support benefits
      Sprint's IDR and reduces the importance of Sprint's
      standalone financial position relative to the current
      ratings on Sprint's credit profile.

   -- Fitch believes Sprint's standalone financial profile has
      experienced significant deterioration from 'B+' to the mid
      to low single 'B' rating, which deviates substantially from
      previous expectations that Sprint would begin to improve its
      financial performance.  Sprint's financial profile will
      likely remain weak for a longer timeframe than first
      contemplated due to the time required to address the
      numerous executional and operational challenges.
      Additionally, Sprint must combat an intense competitive
      environment that has experienced more pricing actions during
      2014 than at any other time.

   -- Previous Sprint management initiatives triggered several
      missteps which exacerbated Sprint's poor brand image,
      resulted in uncompetitive plan pricing, failed to take
      stronger actions to reduce the industry's highest cost
      structure, increased Sprint's exposure to a greater subprime
      mix and caused substantial network disruption thus causing
      the firm's turnaround strategy to stall.  Consequently,
      churn has persisted above 2%, operations remain pressured,
      which caused declining trends in Sprint's operational and
      financial performance.

   -- Sprint's new CEO took quick and aggressive actions in August
      2014 to completely reposition Sprint's consumer value
      proposition, implement a creative iPhone leasing program,
      reduce their subprime exposure, target a $1.5 billion cost
      reduction program and refocus the network infrastructure
      initiatives.  Early results demonstrate immediate and
      significant improvement in subscriber trends as postpaid
      prime/subprime mix and porting ratio improved.  Other
      initiatives to address the network and cost structure will
      take substantially more time.  Whether Sprint can sustain
      momentum and continue to attract consumers in this
      competitive environment remains uncertain as competitors
      will likely respond to future actions particularly if Sprint
      starts to take material share.

   -- The positive rating sensitivities place more significance on
      Sprint executing its new branding, marketing, network and
      cost initiatives to drive sustained operational improvement
      that would generate material benefits to Sprint's longer-
      term financial profile.

   -- Clearwire's spectrum assets are integral to Sprint's LTE
      plans to deploy high-band spectrum in high-capacity, urban
      core areas.  This strengthens Sprint's long-term competitive
      position and ability to offer a differentiated unlimited
      wireless broadband plan versus its national peers.  The on-
      going AWS-3 spectrum auction reflects the increased value in
      commercially available spectrum and highlights carriers
      desire to acquire spectrum to support rapidly growing data
      consumption.  However, Sprint's lagging and subpar LTE
      deployment, other operators' aggressive deployment of
      additional LTE capital investment and the efficiency
      benefits associated with LTE Advanced technology to increase
      bandwidth throughput could effectively mitigate Sprint's
      sizeable spectrum advantage during at least the next several
      years if not longer.

Fitch remains concerned with Sprint's ability to effectively
compete and sustain positive subscriber trends and operating
performance until its LTE network quality is closer to its peers.
As part of the plan to address the network issues, Softbank
Group's chief network architect, Junichi Miyakawa, has been named
technical chief operating officer responsible for overseeing the
company's network and technology organization, including related
strategy, network operations and performance.

Liquidity, Maturities

As of Sept. 30, 2014, Sprint's liquidity position was supported by
$4.1 billion of cash, $1.2 billion of short-term investments and
$2.4 billion borrowing capacity under its $3.3 billion revolver
that matures in 2018.  Sprint has fully drawn on its $1 billion
secured equipment credit facility.  At the end of the second
fiscal quarter, $635 million was outstanding after a $127 million
principal repayment was made during the quarter.

Sprint added to their liquidity in May 2014 with a new $1.3
billion securitization facility that matures May 2016.  At quarter
end, Sprint had not sold any receivables to the conduit and had
$1.1 billion available under the facility.  The company is in the
process of expanding the receivable securitization to include
installment billing and lease receivables.  Sprint also expects to
use additional vendor financing for its 2.5 GHz network build.
Fitch believes Sprint will maintain about $2 billion of cash for
adequate liquidity.  Sprint's upcoming maturities are $754 million
in 2015 and become sizeable in 2016 and 2017 at $2.6 billion and
$3.1 billion respectively.

Sprint's LTM free cash flow deficit was $4.6 billion.  Previous
rating expectations had considered 2015 as an inflection point
where on a run rate basis, the FCF deficit would reach breakeven.
However, even with the expected decrease in capital spending
driven by Softbank synergies and the steps taken to increase
liquidity, Fitch now expects a material funding gap exists with
Sprint's capital allocation plans for at least 2015 and 2016.
Fitch anticipates 2015 FCF deficit to likely exceed 2014 levels
due primarily to the effects of postpaid subscriber losses, cash
capital expenditure timing, equipment installment billing program
and various competitive effects.

Leverage, Financial Covenants & Guarantees

Sprint's weak financial performance will begin pressuring leverage
metrics as leverage (Debt to EBITDA) was 5x at end of the second
fiscal quarter 2015, a decline from approximately 6x at the end of
2013.  Fitch now expects leverage will increase to the upper end
of the 5x range by the end of 2015.  FFO adjusted leverage, which
better reflects the working capital usage related to the equipment
installment billing program, is expected to increase to the mid 6x
range for 2015.  Fitch also estimates FFO margin will be in the
low double digit range.  The FFO leverage and profitability ratios
are weak for a 'b' category financial risk profile.

In October 2014, Sprint amended the covenants in their revolving
bank credit facility to modify, among other things, the leverage
ratio (total indebtedness to adjusted EBITDA as defined by the
credit facility) not to exceed 6.5x through the quarter ended
Dec. 31, 2015 and 6.25x through December 2016.  Previously the
leverage ratio covenant was 6x through December 2014, 5.5x through
June 2015, thereby reducing by .25x every quarter until 4x on
December 2016.  Sprint is also in the process of amending
agreements with lenders for both the export development Canada
facility and secured equipment credit facility on similar terms as
the revolving bank credit facility.

The unsecured credit facilities at Sprint benefit from upstream
unsecured guarantees from all material subsidiaries.  The credit
agreement allows carve-outs for indebtedness composed of unsecured
guarantees that are expressly subordinated to the credit facility.
The unsecured junior guaranteed debt is senior to the unsecured
notes at Sprint Communications Inc. and Sprint Capital
Corporation.  The unsecured senior notes at these entities are not
supported by an upstream guarantee from the operating
subsidiaries.

The $1 billion vendor financing facility is jointly and severally
borrowed by all of the Sprint subsidiaries that guarantee the
Sprint credit facility, Export Development Canada loan and junior
guaranteed notes.  The facility additionally benefits from a
parent guarantee and first priority lien on certain network
equipment.  This places the vendor facility structurally ahead of
the unsecured notes.

The Clearwire notes benefit from a full and unconditional
guarantee by the Issuers' wholly-owned direct and indirect
domestic subsidiaries that own the spectrum assets.  In addition,
Sprint Corporation and Sprint Communications Inc. provide a
unconditional guarantee to the 2040 exchangeable notes.

RATING SENSITIVITIES

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

   -- Sustained gross addition share in mid-teen range with
      improved mix of prime subscribers;
   -- Sustained improvement in churn by at least 25 basis points;
   -- Positive net postpaid additions with sustained improvement
      in net porting ratios;
   -- Sprint meeting or exceeding expected reduction in cost
      structure of $1.5 billion;
   -- Improvement in network operating performance that materially
      closes the gap versus national peers;
   -- The improved operating trends above drive financial results
      that mostly exceed Fitch's current expectations for revenue,
      EBITDA, FFO, CFO, FCF and leverage.

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

   -- Lack of expected improvement in the operating metrics for
      gross addition share, churn, net postpaid additions, prime
      subscriber mix, net porting ratios and network operating
      performance that further degrades financial profile.  Fitch
      would become more concerned with Sprint's ability to
      effectively compete in the marketplace if the company does
      not demonstrate and sustain material improvement in these
      core metrics during 2015;

   -- Changes in the level or the expectations for support from
      Softbank that materially affects the operating and financial
      profile of Sprint.  If Sprint began selling core assets
      including spectrum as opposed to bolstering capital
      structure to address liquidity issues, Fitch would become
      concerned with Softbank providing further tangible support.

Fitch has affirmed these ratings of Sprint Corporation and its
subsidiaries as:

Sprint Corporation;
   -- IDR at 'B+';
   -- Senior unsecured notes at 'B+/RR4'.

Sprint Communications Inc.;
   -- IDR at 'B+';
   -- Unsecured credit facility at 'BB/RR2';
   -- Junior guaranteed unsecured notes at 'BB/RR2';
   -- Senior unsecured notes at 'B+/RR4'.

Sprint Capital Corporation;
   -- Senior unsecured notes at 'B+/RR4'.

Clearwire Communications LLC
   -- IDR 'B+';
   -- Senior unsecured notes 'BB+/RR1';
   -- First priority senior secured notes 'BB+/RR1'.


TOMAHAWK OIL: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor filing two bankruptcy petitions:

    Debtor                                        Case No.
    ------                                        --------
    Tomahawk Oil and Gas Marketing LLC            14-15055
       dba Tomahawk Gathering LLC
    9120 N Kelley Ave #101
    Oklahoma City, OK 73131

    Tomahawk Oil and Gas Marketing LLC            14-15056
       dba Tomahawk Gathering LLC
    9120 N Kelley Ave #101
    Oklahoma City, OK 73131

Chapter 11 Petition Date: December 10, 2014

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Hon. Sarah A. Hall

Debtor's Counsel: Chuck Moss, Esq.
                  500 N. Meridian, #300
                  Oklahoma City, OK 73107
                  Tel: (405) 949-5544
                  Email: chuck@mossbankruptcy.com

                                  Total       Total
                                  Assets    Liabilities
                                ----------  -----------
Case No. 14-15055               $5,700        $1.23MM
Case No. 14-15056               $5,700        $1.23MM

The petition was signed by Benjamin Dillard, owner-director of
operations.

List of Debtor's two Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
A & A Tank Truck Co                 Service             $38,000

Superior Pipeline Co LLC            Oil Products      $1,200,00
Ellen Adams, Atty
GableGotWals
211 N Robinson, 15th Floor
Oklahoma City, OK 73102

Copies of the petitions are available for free at:

            http://bankrupt.com/misc/okwb14-15055.pdf
            http://bankrupt.com/misc/okwb14-15056.pdf


TRANSLOADING SERVICES: Case Summary & 13 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Transloading Services, Inc.
        8713 Highway 161
        North Little Rock, AR 72117

Case No.: 14-16533

Chapter 11 Petition Date: December 10, 2014

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Frederick S. Wetzel, III, Esq.
                  FREDERICK S. WETZEL, III, P.A.
                  200 North State Street, Ste. 200
                  Little Rock, AR 72201
                  Tel: (501) 663-0535
                  Email: frederickwetzel@sbcglobal.net
                         jbmoore@fswetzellaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by William G. Thompson, president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/areb-14-16533.pdf


TREETOPS ACQUISITION: Gen. Manager Positive About Reorganization
----------------------------------------------------------------
John Strege at Golf Digest reports that Treetops Resort general
manager Barry Owens remains positive about the Company's Chapter
11 bankruptcy.

?When you hear that someone has gone through a reorganization
through Chapter 11 you usually think a bank is involved.  There is
no bank involved,? Golf Digest quoted Mr. Owens as saying.

Citing Mr. Owens, Golf Digest relates that during the period
through 2010, the Company operated at a negative cash flow,
necessitating the group of men who bought the Company in 2002 ?to
continue to make contributions that added up to north of $25
million in mortgages.  These mortgages haven't had any payments on
them in 10 years, so the property has been unable to support that
volume of debt.  Basically they're bankrupting themselves . . . .
I'll call it legacy debt.  When they first started here, our
owners were frustrated with their investment.  We're fortunate
that they're all well off enough to keep it afloat through
challenging times.  Back in 2010, they were at wit's end.  But
since the start of 2011, they haven't had to put anything in and
they're excited about that.  Now they see the potential.

Golf Digest quoted Mr. Owens as saying, ?This is going to position
us to make improvements, to add amenities, to start a real estate
program.  We don't use the B word.  We use reorganization, and
we're real excited about it.  It's a way to convert debt to
equity.?

Headquartered in Gaylord, Michigan, Treetops Acquisition Company,
LLC -- dba Treetops Land Company, LLC; Treetops Enterprises, LLC;
Treetops; Treetops South Village Property Management; Association,
INc.; Treetops Sylvan Resort; Treetops Jones Estates Property
Owners Association, Inc.; Treetops Resort; Treetops Holding
Company; Treetops Realty, Inc.; Treetops Land Development Company,
LLC; Treetops Tradition Condominium Association, Inc.; Treetops
North Estates Condominium Association, Inc.; and Sylvan Resort --
owns Treetops Resort and Spa, a northern Michigan golf and ski
destination, and features prominent auto industry investors.

Treetops Acquisition filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Mich. Case No. 14-22602) on Nov. 25, 2014,
estimating its assets at $1 million to $10 million and its
liabilities at $10 million to $50 million.  The petition was
signed by Richard B. Owens, general manager.

Jason W. Bank, Esq., at Kerr, Russell And Weber, PLC, serves as
the Debtor's bankruptcy counsel.


TRI-COUNTY COMMUNITY: Case Summary & 2 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Tri-County Community Development Corporation, Inc.
        13150 Memorial Highway
        Miami, FL 33161

Case No.: 14-36988

Chapter 11 Petition Date: December 10, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Jay Cristol

Debtor's Counsel: Joel M. Aresty, Esq.
                  JOEL M. ARESTY P.A.
                  309 1st Ave S
                  Tierra Verde, FL 33715
                  Tel: 305.899.9876
                  Fax: 305.723.7893
                  Email: aresty@mac.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nelson Bell, president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb14-36988.pdf


TRUMP ENTERTAINMENT: Gaming Partners Settle as Ch. 7 Hearing Looms
------------------------------------------------------------------
Law360 reported that Trump Entertainment Resorts Inc. has notched
settlements with two former online gaming partners, one of which
resolves a $9.6 million bankruptcy claim, ahead of a critical
hearing to determine if the casino operator should liquidate
instead of continuing in Chapter 11, according to court filings.

Law360 further reported that the settlements with Betfair
Interactive US LLC and Fertitta Acquisitions Co. LLC, two of
Trump's former online gambling partners, can only be a positive
for the company, which is scrambling to find a way to keep its
last open casino operating.

                 About Trump Entertainment Resorts

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

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

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

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

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

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

The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors.  The Committee tapped
Gibbons P.C. as its co-counsel, the Law Office of Nathan A.
Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as
its financial advisor.


TRUMP ENTERTAINMENT: Delays Potential Taj Closing
-------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that Trump Entertainment Resorts Inc. said that it's working
"around-the-clock" to achieve the necessary commitments and
resolutions to keep Atlantic City, New Jersey's Taj Mahal casino
open and to confirm a reorganization plan.

According to the report, Trump Entertainment said the 2,000-room
Taj Mahal casino will, at a minimum, remain open until Dec. 19 "or
shortly thereafter."  The Taj Mahal will no longer close on Dec.
12 as previously anticipated, the casino operator said in a Dec. 5
court filing, the report related.

                 About Trump Entertainment Resorts

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

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

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

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

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

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

The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors.  The Committee tapped
Gibbons P.C. as its co-counsel, the Law Office of Nathan A.
Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as
its financial advisor.


VISION INDUSTRIES: Chapter 11 Case Converted to Chapter 7
---------------------------------------------------------
Pursuant to an order of the U.S. Bankruptcy Court for the Central
District of California, the Chapter 11 bankruptcy proceedings of
Vision Industries Corp. was converted to a case under Chapter 7 of
the United States Bankruptcy Code effective Dec. 3, 2014,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.

Pursuant to the Conversion Order, the Company is required to turn
over to the designated Chapter 7 Trustee all records and property
of the estate under the Company's custody and control, in
accordance with the Federal Rules of Bankruptcy Procedure.  As of
the effective date of the conversion, the Company had limited
assets and no cash in the bank.  All assets of the Company will be
transferred to the Chapter 7 trustee, to be used to provide for
the wind-down and liquidation of the Company's estate.  The
Company has been advised that David A. Gill has been appointed
Interim Chapter 7 Trustee.

On Dec. 4, 2014, Scott Lambert and Brett Mayer each tendered their
respective resignation as a member of the Company's Board of
Directors.

The Company's Chairman of the Board, Martin Schuermann, tendered
his resignation as a member of the Company's Board of Directors.

Jerome Torresyap tendered his resignation as the Company's
president and chief operating officer.

On Dec. 4, 2014, Martin Schuermann tendered his resignation as the
Company's Interim CFO, treasurer, and secretary.  Mr. Schuermann
also tendered his resignation as the Company's chief executive
officer for all purposes other than to render reasonable
assistance to the Chapter 7 Trustee as may be reasonably required
under the Conversion Order.

They all resigned due to the Conversion Order and the appointment
of a Chapter 7 Trustee which effectively eliminates their powers
previously held on behalf of the Company.

                      About Vision Industries

Long Beach, Cal.-based Vision Industries Corp. focuses its
efforts in building Class 8 fuel cell electric vehicles (FCEV)
used in drayage transportation.

Vision Industries Corp. filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 14-28225) on Sept. 24, 2014.  The
petition was signed by Jerome Torresyap as president/COO.  The
Debtor disclosed total assets of $1.34 million and total
liabilities of $3.18 million.  Marshack Hays LLP serves as the
Debtor's counsel.  The case is assigned to Judge Robert N. Kwan.


WET SEAL: Q3 Results at Low End of Expectations
-----------------------------------------------
The Wet Seal, Inc., a specialty retailer to young women, announced
financial results for its fiscal third quarter ended November 1,
2014.

The Wet Seal Inc. results for all periods reflect the former Arden
B. business presented as a discontinued operation.

Ed Thomas, Chief Executive Officer, stated, "While our results
came in at the low end of our expectations during the third
quarter, we continue to take important steps in our efforts to
address our financial position and our ongoing challenges.  A key
priority is to address our immediate liquidity needs in the very
near term in order for us to have the time and resources to be
able to implement our operating strategies.  Our operating
priorities include repositioning the merchandise assortment with a
greater emphasis on fashion product and developing a marketing
program with stronger aspirational messaging designed to recapture
our target customer.  We are also focused on driving growth in our
e-commerce business as we continue to see opportunities in this
channel. As we work to implement these strategies, we intend to
prudently manage cash, take a disciplined approach to inventory
management and continue to look for opportunities to reduce
costs."

Third Quarter Fiscal 2014:

Net sales totaled $104.3 million versus net sales of
$114.9 million in the third quarter of 2013.

Consolidated comparable store sales declined 14.5%.

Gross profit totaled $14.3 million as compared to $27.4 million a
year ago, while gross margin declined to 13.7% versus 23.8% in the
third quarter of 2013.  The year-over-year decrease in gross
margin was due to lower merchandise margins as well as higher
occupancy costs as a percentage of sales driven by sales de-
leverage from lower average store sales.

Operating loss was $36.3 million compared to operating loss of
$12.4 million in the third quarter of fiscal 2013.  The current
year and prior year quarters include $12.6 million and $4.8
million, respectively, of non-cash asset impairment charges.
Operating loss for the third quarter of fiscal 2014 also includes
$1.5 million in severance costs.  Non-GAAP adjusted operating
loss, excluding the effect of these charges, was $22.2 million in
the third quarter of fiscal 2014 compared to Non-GAAP adjusted
operating loss of $7.6 million in the prior year period.

Net loss totaled $36.0 million, or $0.43 per diluted share,
compared to net loss of $12.5 million, or $0.15 per diluted share,
in the prior year quarter.  Non-GAAP adjusted net loss in the
third quarter of fiscal 2014 was $23.6 million, or $0.28 per
diluted share, excluding $12.6 million in non-cash asset
impairment charges, $1.5 million in severance costs, and $1.7
million for a gain on warrants and embedded derivatives
liabilities.  Non-GAAP adjusted net loss in the third quarter of
fiscal 2013, excluding the after-tax effect of asset impairment
charges, was $7.7 million, or $0.09 per diluted share.
Balance Sheet

As of November 1, 2014, the Company had cash and cash equivalents
of $19.1 million and $21.3 million in convertible debt, net of
discount.  Inventory decreased 26% to $31.6 million compared to
$42.6 million a year ago.  Inventory per square foot declined 26%
compared with the same quarter last year.

Real Estate

During the third quarter of fiscal 2014, the Company opened one
and closed two Wet Seal stores.  As of November 1, 2014, the
Company operated 528 stores in 47 states and Puerto Rico and
expects that approximately 60 of those stores will be closed by
the end of the fourth quarter as their lease terms expire.

The Wet Seal, Inc. -- http://www.wetsealinc.com/-- is a specialty
retailer of fashionable and contemporary apparel and accessory
items.  The Company was incorporated in Delaware and is
headquartered in Foothill Ranch, California.


WET SEAL: Warns of Potential Bankruptcy Filing
----------------------------------------------
Lauren Pollock, writing for The Wall Street Journal, reported that
Wet Seal Inc. warned it may file for bankruptcy protection if the
teen apparel retailer is unsuccessful in the very near term in
addressing its immediate liquidity needs.

According to the report, the retailer, which makes apparel and
accessories for teen girls, had previously engaged Houlihan Lokey
and FTI Consulting to help it explore financing alternatives.

The Wet Seal, Inc. -- http://www.wetsealinc.com/-- is a specialty
retailer of fashionable and contemporary apparel and accessory
items.  The Company was incorporated in Delaware and is
headquartered in Foothill Ranch, California.


YESHIVA UNIVERSITY: Moody's Affirms B3 Rating on $314.5MM Bonds
---------------------------------------------------------------
Moody's affirms Yeshiva University's (NY) B3 rating on $314.5
million of revenue bonds issued through the Dormitory Authority of
the State of New York. The outlook is negative.

Summary Rating Rationale

The B3 rating reflects Moody's expectation of full-recovery for
rated bondholders in the event of default from Yeshiva's valuable
real estate holdings in New York, despite subordination to $241.5
million of debt secured by mortgages (as of December 1, 2014) and
ongoing severe operating deficits. Healthy investment returns, the
release of donor restricted gifts to support operations, and
potential to monetize additional properties provide Yeshiva with
sufficient headroom to operate over the next one to two years.

The negative outlook incorporates the possibility that Yeshiva
could exhaust unrestricted liquidity before successfully
addressing its deep operating deficits. The termination of a
Memorandum of Understanding with Montefiore Medical Center for the
operation of the university's medical school highlights that the
university's operating challenges will be extended, despite
recently implemented efficiency initiatives.

Challenges

* Extremely thin and deteriorating unrestricted liquidity poses
   the highest risk to the university's viability. As of fiscal
   yearend (FYE) 2014, unrestricted cash and investments that
   could be liquidated within one month covered 90 days of
   expenses, with liquidity bolstered by $125 million of draws on
   operating lines. In FY 2015, Yeshiva refinanced the operating
   lines with a $175 million ten-year private placement.

* Severe operating deficits, after incorporating large releases
   of temporarily restricted net assets, have contributed to the
   erosion of Yeshiva's unrestricted liquidity. Both the school
   of medicine and the university's core academic programs are
   facing severe financial challenges.

* Additional subordination of bondholder's position arises from
   a recently completed $175 million private placement with 150%
   collateralization from mortgages on certain parcels of campus
   real estate. An additional $66.5 million of existing debt is
   also secured by mortgages.

* Given the severity of deficits and limited liquidity, the
   university may exhaust liquidity before completing a
   restructuring of the organization.

* Termination of the Memorandum of Understanding with Montefiore
   Medical Center contributes to uncertainty over the operation
   of the medical school. Since Yeshiva delayed implementing
   significant expense reductions at the medical school
   (responsible for two-thirds of the deficit) during the six
   months of negotiations, acute losses have continued.

Strengths

* Significant real estate holdings in Manhattan and the Bronx
  would provide for a full recovery for bondholders. In FY 2014,
   Yeshiva monetized parts of its real estate holdings to
   generate liquidity.

* Yeshiva's unique role as a comprehensive university operated
   under Jewish auspices has contributed to strong philanthropic
   support. Yeshiva continues to attract strong gifts per
   student, averaging $21,032 between FY 2012-2014.

* A large base of temporarily and permanently restricted wealth,
   totaling $1 billion, enabled Yeshiva to utilize gifts and
   investment income to support operations. This may provide
   additional operating flexibility, although it is uncertain to
   what extent.

* Greatly improved financial monitoring and reporting, through
   investments in infrastructure and personnel, provide
   heightened transparency to key stakeholders to inform
   strategic decisions.

Outlook

The negative outlook reflects the risk of liquidity depletion
before management is able to execute a turnaround plan.

What Could Change The Rating UP

An upgrade or stable outlook is unlikely in the near-term given
the magnitude of financial challenges faced by the university.
Upward rating pressure could result from a substantial improvement
in unrestricted liquidity through the monetization of real estate
or sizeable gifts combined with execution of a fiscally
sustainable business plan, without damaging the university's
market position.

What Could Change The Rating DOWN

A default or debt restructuring deemed by Moody's to be a
distressed exchange would lead to a downgrade. Failure to improve
unrestricted liquidity and narrow operating deficits without
extraordinary releases or loss of accreditation could also lead to
further rating pressure.

Rating Methodology

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


* 11 Hospitals Filed for Bankruptcy in 2014, Says Becker's
----------------------------------------------------------
Kelly Gooch at Becker's Hospital Review reports 11 healthcare
industry bankruptcies for this year.  Beckershopitalreview.com
relates that the filers include:

      1. C.W. Williams Community Health Center;

      2. Hutcheson Medical Center;

      3. Monroe Hospital;

      4. Specialty Hospitals of America;

      5. Nicholas County Hospital;

      6. Palm Drive Hospital;

      7. Northern Berkshire Healthcare;

      8. Natchez (Miss.) Regional Medical Center;

      9. Long Beach (N.Y.) Medical Center;

     10. Gilbert (Ariz.) Hospital; and

     11. Casa Grande (Ariz.) Regional Medical Center.


* Rep. Marino Tapped to Become New House Antitrust Chair
--------------------------------------------------------
Law360 reported that Rep. Tom Marino, R-Pa., will take over the
helm of the U.S. House of Representatives' antitrust and
bankruptcy subcommittee in 2015 from retiring Chairman Rep.
Spencer Bachus, R-Ala., the lawmaker announced.

According to the report, Marino, a two-term congressman and U.S.
attorney, was named incoming chairman of the Judiciary
Subcommittee on Regulatory Reform, Commercial and Antitrust Law.
The subcommittee has oversight of antitrust matters, commercial
and administrative law, bankruptcy law and judgeships and state
taxation that affects interstate commerce.


* Fitch: U.S. High Yield Default Rate 1.5-2% in 2015
----------------------------------------------------
The benign US high yield default environment is expected to
continue into 2015 based on strong third quarter company financial
data and minimal debt maturities over the next year, according to
Fitch Ratings.  Fitch's US high yield default rate forecast of
1.5%-2% is well below the 4.3% 34-year historic default average,
but in line with the 1.9% median rate.

Energy continues to be a closely watched sector as crude oil
prices have fallen to five-year lows and nearly $77 billion of
high yield debt is rated 'B-' or lower.  Since the end of 2009,
the amount of energy debt has risen by 155% and currently
comprises 16% of the high yield universe.

The trailing 12-month (TTM) high yield default rate ended November
at 2.3%, its lowest level since April when Energy Future Holdings
(EFH) filed for bankruptcy.  Removing EFH, the TTM rate stood at
1.1%.

In examining 240 companies rated 'BB' or 'B', Fitch observed that
EBITDA grew 5.7% in the third quarter compared to the prior period
and was up 13.6% versus one year earlier.  Nearly 62% of the
sample had better EBITDA numbers than one year prior.  Leverage
(total debt/EBITDA) declined for the third straight quarter to
3.83x, while interest coverage (EBITDA/interest expense) advanced
for the sixth straight period to 4.65x.

A low interest rate environment continues to enable high yield
companies in pushing out pending maturities.  Less than $28
billion is slated to mature in 2015, and just $2.5 billion of that
total is from the 'CCC' and lower rated tier.

The attractive near-term maturity profile picture and solid
interest coverage levels provide cushion in the event of a sharper
and more immediate interest rate increase relative to Fitch's
current expectations.

The high yield universe stands at $1.38 trillion as of the end of
November, which is up 9% for 2014.  New issuance threatens to top
$300 billion for the third year in a row, likely a reflection of a
favorable issuing environment as borrowing rates remain near
historically low levels.

Fitch's default projection includes the impending one for Caesars
Entertainment Operating Co. (CEOC), which would add 90 basis
points and push the trailing 12-month TTM US high yield default
rate to 3.2%.  In addition, the gaming, lodging and restaurants'
TTM default rate would climb to 20.6% from 1.7%.  Fitch continues
to believe that a lengthy bankruptcy process is a more likely
route for Caesars versus speculation of a pre-packaged deal, as
Fitch considers the complexity of the company's capital structure,
subjective nature of valuing CEOC and pending litigation.

A few other sectors, including metals and mining, retail, services
and miscellaneous, and energy possessing companies, could falter
over the upcoming year.  Still, some default candidates might
resolve their issues before the end of 2014 with distressed debt
exchanges.

Fitch's U.S. High Yield Default Outlook report will be published
later this month.


* Fitch: Changes to Ch. 11 Could Pressure 1st Lien Recoveries
-------------------------------------------------------------
Initial recommendations in The American Bankruptcy Institute's
'Commission to Study the Reform of Chapter 11's' final report
could adversely alter recovery prospects of first lien debt claim
holders, according to Fitch Ratings.

The report, published on Dec. 8, 2014, following a two-year study,
permits a larger debtor in possession (DIP) and transferring value
to junior creditors; could influence the DIP market landscape, and
would promote fewer full chain retail liquidations.  The report
also includes a wide range of recommended principles for changes
to the U.S. bankruptcy code.

One principle that would reduce first lien recovery prospects, if
adopted, proposes allocating a 'redemption option value' to the
creditor class that receives no recovery and immediately junior in
seniority to a class of claims that receives a distribution under
the plan of reorganization or from the asset sale proceeds.  This
is being mandated as long as there is at least one class that
would not receive any recovery.  The proposal is being made to
compensate for reorganizations or asset sales that often occur at
a cyclical trough points and business or economic improvement and
anticipated within a reasonable amount of time.

This allocation would change the existing rules of priority to
incorporate a mechanism to determine whether distributions to
stakeholders should be adjusted due to the possibility of material
changes in the value of the firm.  The 'redemption option value'
is the value of a hypothetical option to purchase the entire firm
with an exercise price equal to the redemption price and a
duration equal to the redemption period.  As a relevant proposed
amendment, bankruptcy plans could be crammed down on a junior
creditor if they are given the redemption option value but still
reject the plan and on a senior class that rejects the plan solely
based on the allocation of the value.

Several of the recommended principles deal with DIP financing.

One of the DIP related principles proposes to change the way a
secured creditor's collateral is valued to determine the amount of
adequate protection needed to protect the secured creditor's
interest to 'foreclosure value' rather than going concern value
when the court approves a DIP financing request.  Foreclosure
value means the net value that a secured creditor would realize in
a hypothetical foreclosure sale of the collateral and would often
be less than a going concern value.  Distributions to claim
holders on the plan of reorganization effective date would still
be made based on the going concern value (if the company
reorganized as a going concern), but the amount of administrative
priority DIP claim paid ahead of the pre-petition secured
creditors (and junior creditors) may be higher if a lower
'foreclosure value' was initially used to size the amount of
adequate protection and there was a larger DIP loan.

The principles include recommended prohibitions on the roll-up of
pre-petition secured loans into DIP loans unless the pre-petition
loans were paid in cash with the proceeds or there was significant
amount of new money provided by the DIP.  Another DIP related
principle is a proposal to prohibit DIP credit agreements from
including any borrower performance milestones.  In addition,
inter-creditor agreement provisions that prevent junior creditors
from providing DIP facilities would be rendered ineffective if the
senior lender's collateral would not be primed and senior lender
is given a chance to provide a DIP on the same terms as offered by
junior lender.

The principles included a recommendation to increase the amount of
time that a debtor has to decide to assume or reject a real estate
lease to 365 days from 210 days.  This change could potentially
help a select number of retailers survive bankruptcy as the
companies would have more time to work through lease negotiations
and another holiday season to gauge performance.  The retail
sector has much more frequent liquidation outcomes compared with
other U.S. corporate sectors.  However, the more dominating
factors today include a secular shift in sales from the company's
core product lines (for example paper moving to digital in the
office supply space) or other formats such as online and discount
channels which has led to lower foot traffic.  As a result the
need or viability of a retail concept in the current low growth
sales environment is a larger factor in driving a liquidation
outcome.

Fitch believes it is worth noting that the ABI Commission did not
recommend any changes to the way enterprise valuations are done
for bankruptcy plans.  A fundamental enterprise valuation would be
completed using existing methodologies.

Furthermore, the ABI proposed a change would expose certain LBO
transactions to the risk of preferential treatment and fraudulent
conveyance.  Effectively, the change would give junior lenders in
a pre-LBO entity protection should the LBO transaction go awry
within a short period of time.

If the U.S. Congress chooses to make any of the proposed changes,
then Fitch would consider if any would have a significant effect
on recoveries that would require corresponding changes to the
agency's recovery rating methodology.  For issuers rated 'B+' and
lower, Fitch completes distressed enterprise valuations in
hypothetical default scenarios and distributes the proceeds to
estimated claims to determine expected recovery rates for each
class of creditors and other claims by relative seniority.  Fitch
believes that any changes to the code are uncertain and would take
at least a couple of years.  Fitch will continue to follow
developments.


* BOOK REVIEW: Macy's for Sale
------------------------------
Author: Isadore Barmash
Paperback: 180 pages
List price: $34.95
Review by Henry Berry

Order your personal copy today at http://is.gd/as56m0

Isadore Barmash writes in his Prologue, "This book tells the story
of Macy's managers and their leveraged buyout, the newest and most
controversial device in the modern financial armament" when it
took place in the 1980s.  At the center of Barmash's story is
Edward S. Finkelstein, Macy's chairman of the board and chief
executive office.  Sixty years old at the time, Finkelstein had
worked for Macy's for thirty-five years.  Looking back over his
long career dedicated to the department store as he neared
retirement, Finkelstein was dismayed when he realized that even
with his generous stock options, he owned less than one percent of
Macy's stock.  In the years leading up to his unexpected, bold
takeover, Finkelstein had made over Macy's from a run-of-the-mill
clothing retailer into a highly profitable business in the lead of
the lucrative and growing fashion and "lifestyle" field.

To aid him in accomplishing the takeover and share the rewards
with him, Finkelstein had brought together more than three hundred
of Macy's top executives.  To gain his support for his planned
takeover, Finkelstein told them, "The ones who have done the job
at Macy's are the ones who ought to own Macy's."  Opposing
Finkelstein and his group were the Straus family who owned the
lion's share of Macy's and employees and shareholders who had an
emotional attachment to Macy's as it had been for generations,
"Mother Macy's" as it was known.  But the opponents were no match
for Finkelstein's carefully laid plans and carefully cultivated
alliances with the executives.  At the 1985 meeting, the
shareholders voted in favor of the takeover by roughly eighty
percent, with less than two percent opposing it.

The takeover is dealt with largely in the opening chapter.  For
the most part, Barmash follows the decision making by Finkelstein,
the reorganization of the national company with a number of
branches, the activities of key individuals besides Finkelstein,
Macy's moves in the competitive field of clothing retailing, and
attempts by the new Macy's owners led by Finkelstein to build on
their successful takeover by making other acquisitions.  Barmash
allows at the beginning that it is an "unauthorized book, written
without the cooperation of the buying group." But as he quickly
adds, his coverage of Macy's as a business journalist and his
independent research for over a year gave him enough knowledge to
write a relevant and substantive book.  The reader will have no
doubt of this.  Barmash's narrative, profiles of individuals, and
analysis of events, intentions, and consequences ring true, and
have not been contradicted by individuals he writes about,
subsequent events, or exposure of material not public at the time
the book was written.

First published in 1989, the author places the Macy's buyout in
the context of the business environment at the time: the
aggressive, largely laissez-faire, Reagan era.  Without being
judgmental, the author describes how numerous corporations were
awakened from their longtime inertia, while many individuals were
feeling betrayed, losing jobs, and facing uncertain futures.

Isadore Barmash, a veteran business journalist and author, was
associated with the New York Times for more than a quarter-century
as business-financial writer and editor.  He also contributed many
articles for national media, Reuters America, and the Nihon Kenzai
Shimbun of Japan.  He has published 13 books, including a novel
and is listed in the 57th edition of Who's Who in America.




                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
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Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
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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.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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