TCR_Public/150114.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, January 14, 2015, Vol. 19, No. 14

                            Headlines

ACCIPITER COMMUNICATIONS: Feb. 18 Hearing on Further Use of Cash
AEREO INC: Court Fixes Feb. 18 as General Claims Bar Date
AEREO INC: Employees Denied Bonuses Tied to Bankruptcy Sale
AEREO INC: To Auction TV Streaming Technology Assets Feb. 24
AIRCASTLE LTD: S&P Assigns 'BB+' Rating on $400MM Sr. Notes

ALCO STORES: Okayed to Sell Distribution Center to Orscheln
AMERICAN MEDIA: S&P Retains 'CCC' CCR on Debt Exchange Plan
AMERICAN TIRE: Moody's Assigns (P)B3 Rating on New $400MM Loan
AMERICAN TIRE: S&P Raises Corp Credit Rating to B+; Outlook Stable
ASCEND LEARNING: S&P Retains 'B' CCR Over $40MM Add-On Loan

ASG CONSOLIDATED: S&P Lowers CCR to 'CCC-'; Outlook Negative
AUBURN TRACE: Section 341(a) Meeting Set for Feb. 10
AWI DELAWARE: Creditors Have Until Feb. 6 to File Claims
AWI DELAWARE: Wants Lease Decision Period Extended Until April 7
CAESARS ENTERTAINMENT: ISDA to Convene on Expired Credit Swaps

CAESARS ENTERTAINMENT: Offers Consent Fee to Bank Lenders
CARDINAL FASTENER: Will Cease Operations in First Quarter
CAROLINE WYLY: SEC Disgorgement Suit Not Subject to Bankr. Stay
CLARK SALES: To Liquidate Assets After Failing to Reorganize
CONSTAR INTERNATIONAL: Seeks March 13 Plan Filing Date Extension

CPI BUYER: S&P Retains 'B' CCR After $74MM Term Loan Add-On
DIMENSIONAL IMAGING: Case Summary & 5 Top Unsecured Creditors
DR. JOSEPH F. POLLACK: S&P Revises Outlook & Affirms 'BB' Rating
DUFF & PHELPS: Moody's Affirms B2 CFR & Sr. Secured Debt Rating
DYNACAST INTERNATIONAL: Moody's Assigns 'B2' Corp. Family Rating

DYNACAST INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Stable
ENERGY FUTURE: Has Until Jan. 31 to Decide on Real Property Lease
ENERGY FUTURE: Moves to Open the Bidding on Oncor Again
ENERGY FUTURE: Wants Until July 27 to Remove Actions
FARAGASSO EAST: Voluntary Chapter 11 Case Summary

FLORIDA CAPITAL: Case Summary & 2 Largest Unsecured Creditors
GAWK INC: Needs Additional Cash to Maintain Operations
GRATON ECONOMIC: New $450MM Facility No Impact on Moody's B2 CFR
H.R.M. GLOBAL: Case Summary & Largest Unsecured Creditor
HDGM ADVISORY: SEC, GPIF-I Balk at Exclusivity Extension

HOSTESS BRANDS: Judge Recommends Approval of Contingency Fee
HYUN UM: Case Trustee Loses Appeal on Spokane Rock Claim
IMAX CORP: Applies for Voluntary Delisting From TSX
IMMUNOCLIN CORP: Has Minimal Revenues, Needs Financing
JAMES RIVER: Generates $6.55 Million from New Sales

JAMES RIVER: Has Until March 13 to Propose Chapter 11 Plan
KB HOME: Struggles With Rising Costs, Warns of Margin Pressures
KEVIN D. HEBNER: Wells Fargo Sanctioned for Collection Efforts
LIANA MALLO: Untimely Tax Returns Did Not Discharge Debt
LUCEE'S LLC: Files for Chapter 11 Bankruptcy Protection

LUMIRAM DEVELOPMENT: Case Summary & 2 Top Unsecured Creditors
MATAGORDA ISLAND: Opposes UST Bid for Conversion or Dismissal
MONROE HOSPITAL: Goes to Feb. 11 Plan-Approval Hearing
NELLSON NUTRACEUTICAL: Moody's Assigns B2 Corporate Family Rating
NEW LOUISIANA: Palm Terrace Debtors Assert PCO Unneccessary

NII HOLDINGS: Wants Until April 13 to Decide on Headquarters Lease
NNN 1818 MARKET STREET: 341(a) Meeting Set in Units' Bankr. Cases
NW VALLEY: Section 341(a) Meeting Scheduled for Feb. 12
OUTLAW RIDGE: Dismissal Requires Closing of Note Purchase
PARADIGM EAST: Seeks Approval to Sell Real Property to AvalonBay

PASSAIC HEALTHCARE: Court Issues Joint Administration Order
PLATFORM SPECIALTY: Moody's Confirms B1 Corporate Family Rating
PLATFORM SPECIALTY: S&P Assigns 'BB' Rating on $1.0BB Term Loan
PRETTY GIRL: Salvatore LaMonica Appointed as Chapter 7 Trustee
PSL-NORTH AMERICA: Wants Plan Filing Date Extended to April 13

QUIZNOS: Quiznos Names Doug Pendergast as CEO
REVEL AC: Investor Aims to Bring Back Atlantic City
RIVERWALK JACKSONVILLE: Jan. 14 Hearing on Bid for Cash Use
RODNEY WEIDENBENNER: Admin. Freeze Violates Stay, NY Court Rules
RONALD DEMASI: State Court Liability Not Dondischargeable

SEVEN COUNTIES: Seeks Approval of NextGen Settlement
SIFCO SA: Gets Approval of Deal With BNY Mellon, Noteholders
SOURCE HOME: Exclusive Solicitation Period Extended to April 21
SOURCE HOME: Plan Confirmation Hearing Set for Feb. 20
STW RESOURCES: Needs Additional Financing to Fund Operations

SUNTECH AMERICA: Files for Chapter 11 Bankruptcy Protection
SWEPORTS LTD: 7th Cir. Says Bankr. Court Must Rule on Fee Request
TTM TECHNOLOGIES: S&P Retains 'BB' CCR on CreditWatch Negative
UNITEK GLOBAL: Exits Chapter 11, Appoints Interim CEO
VALUE PROPERTIES: Case Summary & 12 Largest Unsecured Creditors

VALUESETTERS INC: Has Insufficient Cash to Fund Operations
VILLAGE AT NIPOMO: Claims Paid; Case Dismissed
WATSON SERVICES: Case Summary & 20 Largest Unsecured Creditors
WMK PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
XTREME POWER: Goes to Feb. 5 Plan-Approval Hearing

[*] Bankruptcies in San Antonio, Texas Drop Almost 10% in 2014
[*] Bankruptcy Filings Nationwide Drop Nearly 12% in 2014
[*] Oil Price Drop Bankrupting Small Oil Firms, CNBC Says

                            *********

ACCIPITER COMMUNICATIONS: Feb. 18 Hearing on Further Use of Cash
----------------------------------------------------------------
The Bankruptcy Court, according to the minutes of the hearing held
Dec. 17 continued until Feb. 18, 2015, at 9:30 a.m., the Chapter 11
status hearing, and hearing on Accipiter Communications, Inc.'s
motion for continued use of cash collateral.

The U.S. Government, through the Rural Utilities Service of the
U.S. Department of Agriculture and the Rural TeleTel Bank, made
three sets of loans prepetition.  As of the Petition Date, the
Debtor was obligated and indebted to the Prepetition Lender under
the Prepetition Credit Agreements in an aggregate principal amount
totaling $20.8 million, plus, the U.S. Government asserts, unpaid
fees and expenses and accrued interest.

The Debtor would use the cash collateral to construct and operate
a telecommunications network in rural areas located in certain
portions of Maricopa and Yavapai Counties.  The Debtor has
furnished to the Prepetition Lender a budget for weekly cash
receipts and expenditures for the period ending Jan. 9, 2015.

As adequate protection for any diminution in the value of the
collateral, the Debtor will grant the prepetition lender adequate
protection payment, replacement lien, subject to carve out on
certain expenses.

                  About Accipiter Communications

Accipiter Communications, Inc., a Phoenix-based company that
provides telecommunications services to unserved or underserved,
mostly rurally-situated residences and businesses in central
Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 14-04372) in its hometown on March 28, 2014.

Accipiter provides telecommunications services to 1,409
residential subscribers and 231 business subscribers, including an
elementary school, an enforcement agency, a fire station, two
municipal water supply facilities, and a bank.

The Debtor is able to provide telecommunications services to rural
customers only by participating in two federal programs: revenue
subsidies from the federal Universal Service Fund, which is
administered under the authority of the Federal Communications
Commission, and capital debt financing provided under a rural
telecommunications loan program administered by the Rural
Utilities Service, an agency of the U.S. Department of
Agriculture.

As of the Petition Date, the Debtor owed $20.8 million in
aggregate principal to the RUS.  The Debtor believes there is
approximately $414,000 in prepetition general unsecured claims
held by trade vendors or other parties against the Debtor.  The
Debtor is a privately held company, with 55.4% of the stock held
by Lewis van Amerongen.  In its schedules, the Debtor listed
$31.3 million in assets and $21.6 million in liabilities.

The bankruptcy case is assigned to Judge George B. Nielsen Jr.

The Debtor has tapped Perkins Coie LLP as counsel.

Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed these
three creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee retained Stinson Leonard Street LLP as
counsel.

The Debtor filed its proposed Plan of Reorganization on Aug. 27,
2014.



AEREO INC: Court Fixes Feb. 18 as General Claims Bar Date
---------------------------------------------------------
The Bankruptcy Court established Feb. 18, 2015, at 5:00 p.m., as
the deadline for any individual or entity to file proofs of claim
against Aereo, Inc.  The bar date is for claims which arose on or
prior to the filing of the Chapter 11 petition on Nov. 20, 2014.

The Court also set May 19, at 5:00 p.m., as the bar date for
governmental entities to file proofs of claims.

Proofs of claim must be filed either electronically through the
website of the Debtor's claims agent Prime Clerk LLC --
https://cases.primeclerk.com/aereo/EPOC-Index -- or by mailing the
original proof of claim either by U.S. Postal Service mail or
overnight delivery to these address:

If by first class mail, to:

         Aereo, Inc. Claims Processing
         c/o Prime Clerk LLC
         830 Third Avenue, 9th Floor
         New York, NY 10022

If by hand delivery or overnight courier, to:

         Aereo, Inc. Claims Processing
         c/o Prime Clerk LLC
         830 Third Avenue, 9th Floor
         New York, NY 10022

                   or

         Clerk of the United States Bankruptcy Court
         Attn: Aereo, Inc. Claims Processing
         One Bowling Green
         New York, NY 10004

                        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.

The Debtor disclosed $22.2 million in assets and $2.78 million in
liabilities as of the Chapter 11 filing.


AEREO INC: Employees Denied Bonuses Tied to Bankruptcy Sale
-----------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
U.S. Bankruptcy Judge Sean Lane in New York denied Aereo Inc.'s
proposal to pay its remaining employees bonuses if the company is
able to strum up at least $4 million from a sale of its
technology.

According to the report, Judge Lane's denial followed objections by
a group of major broadcasters who insist any sale of Aereo's assets
will infringe on their copyrights and by a government watchdog who
said the bonuses don't seem to be tied to adequate incentives.  The
Journal, however, noted that Judge Lane left open the possibility
of approving a revised plan if it more clearly laid out why the
employees deserve the extra money.

                        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.

The Debtor disclosed $22.2 million in assets and $2.78 million in
liabilities as of the Chapter 11 filing.


AEREO INC: To Auction TV Streaming Technology Assets Feb. 24
------------------------------------------------------------
Video streaming company Aereo Inc. is set to hold an auction of its
TV streaming technology assets on Feb. 24.

The company will hold the auction at the New York offices of its
legal counsel Brown Rudnick LLP, and has set a Feb. 20 deadline for
filing bids.  It may designate a stalking horse bidder who will
receive a break-up fee not to exceed 3% of the total value of his
offer.  

A court hearing to consider the sale of the assets to the winning
bidder is scheduled for March 11.

U.S. Bankruptcy Judge Sean Lane in December authorized the company
to sell its assets after it reached an agreement with broadcasters,
including CBS Corp and Comcast Corp's NBC, over the sale process.


The agreement addresses concerns raised by the broadcasters such as
the lack of access to information about the sale process.  Aereo
agreed to provide the broadcasters a weekly update on the status of
the sale process and allowed them to attend the auction.

Aereo also granted the requests of some trade creditors that they
be consulted in connection with the sale process.  These creditors,
who previously opposed the sale process, were allowed to take part
in the selection of the winning bidder and in other sale decisions
of the company, according to court papers.

                        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.

The Debtor disclosed $22,163,168 in assets and $2,775,970 in
liabilities as of the Chapter 11 filing.


AIRCASTLE LTD: S&P Assigns 'BB+' Rating on $400MM Sr. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned Aircastle
Ltd.'s $400 million senior notes due 2022 a 'BB+' issue-level
rating, with a recovery rating of '3', indicating S&P's expectation
that lenders would receive meaningful (50%-70%) recovery of
principal in the event of a payment default.  The company will use
proceeds for general corporate purposes, including potential debt
repayment.

The ratings on Stamford, Conn.-based Aircastle Ltd. reflect its
position as a midsize provider of aircraft operating leases and its
diversified fleet, as measured by aircraft types and location of
lessees.  The company's exposure to cyclical demand for aircraft,
fluctuations in lease rates and aircraft values, and weak credit
quality of some airline customers partially offset the positive
factors.  S&P characterizes Aircastle's business risk profile as
"fair," its financial risk profile as "significant," and its
liquidity as "adequate," based on S&P's criteria.

S&P's outlook on the rating is stable.  S&P expects Aircastle's
financial profile to remain relatively consistent through 2015,
with higher earnings and cash flow from fleet additions, offset by
incremental debt to finance fleet growth.  S&P could lower ratings
if lower utilization and lease rates caused the ratio of funds from
operations to debt to decline to below the high-single-digit
percent area for a sustained period.  Alternatively, S&P could
lower ratings if aggressive capital spending and/or share
repurchases resulted in the ratio of debt of capital increasing to
the mid-70% area.  S&P do not consider an upgrade likely unless the
company grows substantially, improving its competitive position and
fleet diversity, which could cause S&P to revise its business risk
assessment from the current "fair."

RATINGS LIST

Aircastle Ltd.
Corporate Credit Rating        BB+/Stable/--

New Rating

Aircastle Ltd.
Senior unsecured
  $400 mil. notes due 2022      BB+          
   Recovery Rating              3            



ALCO STORES: Okayed to Sell Distribution Center to Orscheln
-----------------------------------------------------------
The bankruptcy court authorized Alco Stores, Inc. et al., to sell
certain assets of the Debtors' bankruptcy estates to Orscheln
Supply LLC, purchaser, pursuant to a purchase agreement dated
Dec. 9, 2014.

The Court determined that the purchaser submitted the highest and
best bid for the Debtors' distribution center in Abilene, Kansas
and certain related personal property assets.  On Dec. 3, 2014, the
Court authorized the Debtors to sell the assets.  The auction was
held on Dec. 17.

The agreement provides that, among other things:

   1. Under the agency agreement dated as of Oct. 15, 2014, between
the Debtors, and Tiger Capital Group, LLC, SB Capital Group, LLC,
and Great American Group WF, LLC, the Debtors are obligated to
grant the agent access to the distribution center until the vacate
date, which may be as late as Jan. 31, 2015.  By entering into the
lease agreement with the purchaser, the Debtors will be able to
close the sale transaction by year end -- which, by virtue of the
cash infusion, will provide an immediate benefit to the Debtors'
estates -- while also satisfying their obligations under the agency
agreement.

   2. Within one business day of closing, the Debtors will pay to
the agent $90,000 as the agent's commission for the sale of the
owned furniture, fixtures and equipment.

   3. The purchase price for the Orscheln sale assets is
$3 million, which buyer agrees to pay by wire transfer of
immediately available funds to a bank account, such bank account to
be identified by seller in writing at least one day prior to
closing.

                            Objections

Cotulla ISD, creditor and party-in-interest, filed a limited
objection to the sale motion.  Cotulla ISD, collecting on behalf of
itself and the City of Cotulla, is the holder of a prepetition
claim against the Debtors for year 2014 ad valorem real and
business personal property taxes in the amount of $54,900.  The
amount does not include postpetition interest at the state
statutory rate of 1% per month to which Cotulla ISD is entitled
pursuant to Sections 506(b) and 511 of the Bankruptcy Code.

Another party, Blackhawk Network, Inc., also filed a limited
objection.

Cotulla is represented by:

         Laurie Spindler Huffman, Esq.
         LINEBARGER GOGGAN BLAIR & SAMPSON, LLP
         2777 N. Stemmons Fwy, Suite 1000
         Dallas, TX 75207
         Tel: (214) 880-0089
         Fax: (469) 221-5002

                      About ALCO Stores

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

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

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

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

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

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

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


AMERICAN MEDIA: S&P Retains 'CCC' CCR on Debt Exchange Plan
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
magazine publisher American Media Inc., including the 'CCC'
corporate credit rating, are not affected by the company's
announcement that it is exchanging $32 million of its first-lien
11.5% notes due 2017 for $39 million in new second-lien 7% notes
due 2020.  The negative rating outlook remains unchanged.

American Media has entered into an exchange agreement with certain
shareholders as the next step in its multistep debt reduction
strategy and plans to refinance existing first-lien debt, reduce
interest expense further, and improve free cash flow.  The 'CCC'
corporate credit rating reflects the company's low- to mid-8x
adjusted leverage, the structural pressures in the magazine
publishing business, and S&P's view that default risk, either via a
missed interest payment or distressed exchange, will remain high
over the next 12 months.

In September 2014, the company completed the first step of its debt
reduction strategy with an exchange of $7.8 million 13.5%
second-lien senior notes and $113.3 million 10% second-lien senior
payment-in-kind notes for equity.  The exchange closely followed
Chatham Asset Management LLC and Omega Charitable Partnership
L.P.'s purchase of all of American Media's common stock.  Following
this conversion of debt to equity, S&P downgraded the company to
'SD' (selective default) and subsequently upgraded it to 'CCC'
after the exchange was completed.

However, S&P does not view the proposed debt-for-debt swap as a
"distressed exchange," despite the extended maturity and change to
a more junior status for this portion of the total first-lien debt
outstanding.  The holders of the $32 million first-lien debt that
will be exchanged are also the majority shareholders of the
company.  S&P believes these shareholders stand to benefit from a
reduction in interest expense and improved cash flow--in line with
the company's stated goal to access the capital markets to
refinance its existing first-lien debt.  S&P views this exchange as
increased shareholder support of American Media's planned balance
sheet initiatives and another step on the way to deleveraging the
company because these majority shareholders are taking on a more
junior position in order to strengthen the company's capital
structure.

S&P will continue to evaluate the actions the company takes on this
debt reduction strategy as they are announced to determine
potential ratings implications.  S&P could lower the rating if it
expects the company to default on an interest payment, which could
result from continued declining trends in operations and an
inability to raise capital or reduce interest expense, or if
another distressed exchange occurs.

RATINGS LIST

Ratings Affirmed; Recovery Rating Unchanged

American Media Inc.
Corporate Credit Rating                        CCC/Negative/--
Senior secured
  $385 mil. first-lien 11.5% notes due 2017     CCC
   Recovery Rating                              4



AMERICAN TIRE: Moody's Assigns (P)B3 Rating on New $400MM Loan
--------------------------------------------------------------
Moody's Investors Service assigned a (P) B3 rating to American Tire
Distributors, Inc.'s ("ATD") proposed $140 million add-on senior
secured term loan. At the same time, Moody's affirmed all of the
company's existing ratings, including the B2 Corporate Family
Rating, B2-PD Probability of Default Rating and B2 rating on the
existing senior secured term loan. The company's Speculative Grade
Liquidity Rating was also affirmed at SGL-3. The ratings outlook
remains stable.

Proceeds from the proposed term loan and approximately $375 million
initial public offering of common stock will be used to repay ATD's
$421 million senior subordinated notes, reduce revolver borrowings
by about $50 million, and pay a $12 million fee to terminate the
existing TPG management agreement and other fees and expenses. The
extension of the incremental term loan is subject to completion of
an IPO by ATD's parent company, ATD Corp, expected in February
2015. Following the offering, TPG will own approximately 78% of the
equity and ATD will operate as a "controlled company".

Assuming the IPO is completed as proposed, Moody's expects to
affirm ATD's B2 Corporate Family (CFR) and B2-PD Probability of
Default Ratings upon close of the transaction. At close, Moody's
also expects to downgrade the B2 rating of the existing $720
million term loan to B3, reflecting the lack of support from the
$421 million senior subordinated notes in the capital structure,
consistent with Moody's Loss Given Default methodology.

"The planned transaction is positive for ATD's credit profile, as
it would reduce debt by approximately $332 million and lower annual
cash interest payments by $40 million", said Moody's analyst Raya
Sokolyanska. "However, an upgrade to B1 would also require the
company to demonstrate improved liquidity including free cash flow
generation and higher revolver availability on a sustained basis,
as well as lower debt-financed acquisition activity."

Issuer: American Tire Distributors, Inc.

Ratings assigned:

  Proposed $140 million add-on senior secured term loan due 2018,
assigned (P) B3 (LGD4)

Ratings affirmed:

  Corporate Family Rating, affirmed at B2

  Probability of Default Rating, affirmed at B2-PD

  $300 million senior secured term loan due 2018, affirmed at B2
(LGD4)

  $340 million senior secured term loan due 2018, affirmed at B2
(LGD4)

  $80 million senior secured term loan due 2018, affirmed at B2
(LGD4)

  Speculative Grade Liquidity Rating, affirmed at SGL-3

  Stable outlook

The rating is subject to completion of the transactions as proposed
and receipt of final documentation.

Ratings Rationale

The B2 corporate family rating reflects the company's relatively
high leverage, acquisitive growth strategy, and extensive revolver
use to finance acquisitions and capital expenditures for
distribution center openings. As a wholesale distributor, the
company has characteristically low margins and high fixed costs,
which heighten its sensitivity to fluctuations in unit sales
volumes. At the same time, the rating also incorporates the
long-term stability of replacement tire demand, as well as ATD's
good market position, diverse customer base, adequate liquidity and
track record of deleveraging after acquisitions. Through the third
quarter of 2014, the company has executed close to expectations
with regard to integration of its recent acquisitions and
associated synergy realization. Moody's expects 2014 EBITDA of
$300-$330 million on a pro-forma basis incorporating the full-year
impact of 2014 acquisitions and associated synergy realization
to-date (without lease adjustments but also excluding certain items
Moody's considers non-recurring). Based on this estimate, pro-forma
lease-adjusted leverage as of December 2014 will be in the mid- to
high-5 times, and (EBITDA-CapEx)/interest expense will be mid-1
time. If completed as planned, the IPO and associated debt
repayment will reduce pro-forma leverage to approximately 5 times
and increase interest coverage to mid-2 times. Additionally, the
company should benefit from favorable industry conditions in the
near term. Moody's expects ATD to generate low-single-digit revenue
and earnings growth in 2015 as a result of continued growth in
miles driven, modest macroeconomic improvement and lower gasoline
prices and positive industry-wide pricing momentum following the
introduction of tariffs on Chinese imports.

The stable outlook reflects Moody's expectation for low- to
mid-single-digit revenue and earnings growth in the near term and
maintenance of at least an adequate liquidity profile.

The ratings could be upgraded if the company improves its liquidity
profile, including sustained positive free cash flow and higher
revolver availability. In addition, an upgrade would require much
lower debt-financed acquisition activity than in the company's
recent history and improved credit metrics including debt/EBITDA
near 5.0 times and interest coverage (EBITDA - Capex)/interest over
2.0 times.

The ratings could be downgraded if ATD experiences a significant
deterioration in unit volume, operating margins or liquidity or
loses a major supplier relationship. Additional debt incurrence
including large debt-financed deals could also result in a lower
rating, particularly if debt/EBITDA is sustained above 6.5 times or
(EBITDA - CapEx)/interest expense is maintained below 1.5 times.

The principal methodology used in these ratings was Global
Distribution & Supply Chain Services published in November 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.

American Tire Distributors, Inc., ("ATD") headquartered in
Huntersville, NC, is a wholesale distributor of tires (over 95% of
sales), custom wheels, and related tools. It operates more than 140
distribution centers in the US and Canada, with revenues
approaching $5 billion for the twelve months ended October 4, 2014.
Private equity firm TPG Capital, L.P. (TPG) has owned the company
since May 2010.



AMERICAN TIRE: S&P Raises Corp Credit Rating to B+; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Huntersville, N.C.-based American Tire Distributors Inc.
(ATD) to 'B+' from 'B'.  The outlook is stable.

At the same time, S&P is raising its ratings on the company's
senior secured term loan debt due 2018 to 'B' from 'CCC+', with a
recovery rating of '5' (formerly '6'), indicating S&P's expectation
for negligible recovery (10%-30%) for noteholders in the event of a
payment default.

At the same time, S&P assigned its 'B' issue rating and '5'
recovery rating to the company's $140 million senior secured term
loan.  The issue rating is one notch below the corporate credit
rating.

"The upgrade reflects our expectation that debt leverage will
improve," said Standard & Poor's credit analyst Lawrence Orlowski.
"Moreover, the company has been successful in increasing market
share and boosting margins by acquiring tire distributors and
realizing operational efficiencies.  Furthermore, by early 2015 we
expect tariffs on Chinese imports of up to 35% to strengthen
pricing in the North American tire replacement market."

The stable outlook reflects Standard & Poor's view that the
company's credit measures will move in line with the requirements
of the current rating, which includes debt leverage between 4x-5x.
S&P expects the company's ratio of free operating cash flow to debt
to be above 5% in 2015 mostly because of rising revenues and
margins and efficiencies realized from acquisitions.



ASCEND LEARNING: S&P Retains 'B' CCR Over $40MM Add-On Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating and 'B' first-lien issue-level rating on Burlington,
Mass.-based Ascend Learning LLC remain unchanged following the
company's announcement of its proposed $40 million add-on to its
$448 million first-lien term loan due 2019.  The stable rating
outlook also remains unchanged.

The company will use proceeds and roughly $10 million of its cash
balances to finance the acquisition of an undisclosed medical
education management solutions company.  The transaction does not
materially alter Ascend Learning's credit measures because of its
relatively small size and good growth prospects for the next two
years.  S&P expects debt to EBITDA (after amortization of
prepublication outlays) to decline to the low- to mid-6x area by
year-end 2015 from a pro forma level in the low-7x area as of Sept.
30, 2014, based on S&P's expectation for low-double-digit percent
EBITDA growth.  S&P expects the company to maintain healthy growth,
especially for its core nursing licensing test preparation segment,
because of low nursing school attrition and favorable employment
opportunities in nursing.

The 'B' corporate credit rating on Ascend Learning reflects S&P's
assessment of the company's business risk profile as "weak" and its
financial risk profile as "highly leveraged."  S&P's assessment of
the business risk profile is based on the company's lack of
critical mass, niche focus, and concentration in health care and
related fields, which are highly fragmented and competitive.  S&P's
financial risk profile assessment is based on its expectation that
leverage will remain above 5x, notwithstanding the company's
reasonably favorable operating outlook, as a result of continued
debt-funded acquisitions and special dividends over the next two to
three years.  Ascend Learning is a provider of educational products
with a focus on health care-related disciplines and professional
training and testing.

Ratings List

Ascend Learning LLC
Corporate Credit Rating      B/Stable/--

Ratings Unchanged

Ascend Learning LLC
Senior Secured
  $488 mil. 1st-lien term loan due 2019*      B          
   Recovery Rating                            3          

*Amount following the $40 million add-on.



ASG CONSOLIDATED: S&P Lowers CCR to 'CCC-'; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Seattle-based ASG Consolidated LLC to 'CCC-' from 'CCC+'.
The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's senior secured debt to 'CCC+' from 'B'.  The recovery
rating remains '1', indicating that lenders could expect very high
(90% to 100%) recovery in the event of a payment default.

S&P also lowered its ratings on ASG's senior subordinated notes to
'CCC' from 'B-'.  The recovery rating remains '2', indicating S&P's
expectation for substantial (70% to 90%) recovery in the event of a
payment default.

"The downgrade reflects our view that a default or financial
restructuring appears inevitable within six months absent
significantly favorable changes in the company's circumstances,"
said Standard & Poor's credit analyst Chris Johnson.  "Although the
company received a covenant amendment early in 2014, we believe the
company is unlikely to comply with its financial covenants for the
quarter-ended March 2015.  We also believe the likelihood of a
distressed exchange of its unrated holding company notes will occur
in six months or less. In addition, ASG's revolving credit facility
and term loan A have springing maturities at Nov. 17, 2015, if the
company's existing senior subordinated notes remain outstanding at
that date.  Our criteria views a distressed exchange as a selective
default."

The negative outlook reflects Standard & Poor's expectation that
the company will have to pursue a financial restructuring,
including the potential for a distressed exchange, in less than six
months because of its upcoming maturities and likely inability to
meet its financial covenants for the quarter-ended March 2015.



AUBURN TRACE: Section 341(a) Meeting Set for Feb. 10
----------------------------------------------------
A meeting of creditors in the bankruptcy case of Auburn Trace, Ltd,
will be held on Feb. 10, 2015, at 2:00 p.m. at 1515 N Flagler Dr
Room 870, West Palm Beach.  Creditors have until May 11, 2015, to
file their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D.
Fla. Case No. 15-10317) on Jan. 7, 2015.  The petition was signed
by Brian J. Hinners as president.  The Debtor estimated assets of
$10 million to $50 million and liabilities of $1 million to $10
million.  The case is assigned to Judge Paul G. Hyman, Jr. Bradley
S Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., serves as
the Debtor's counsel.


AWI DELAWARE: Creditors Have Until Feb. 6 to File Claims
--------------------------------------------------------
The Bankruptcy Court established Feb. 6, 2015, at 4:00 p.m., as the
deadline for any individual or entity to file proofs of claim
against ADI Liquidation, Inc., formerly known as AWI Delaware,
Inc., et al.  The Court also set March 9, 2015, at 4:00 p.m. as the
bar date for claims of governmental units.

Proofs of claim must be submitted to Epiq Bankruptcy Solutions,
LLC, either by

i) mailing it to:

         ADI Liquidation, Inc. (fka AWI Delaware, Inc.)
         Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         FDR Station
         P.O. Box 5071
         New York, NY 10150-5071

                - or -

ii) delivering by overnight courier or messenger to:

         ADI Liquidation, Inc., (fka AWI Delaware, Inc.)
         Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, 3rd Floor
         New York, NY 10017

                   About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. serviced 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, with distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, served the mid-
Atlantic United States.  AWI is owned by its 500 retail members,
who in turn operate supermarkets.  AWI had 1,459 employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area.  The company traces its
origins to 1886, when brothers Joseph and Sigel Seeman founded
Seeman Brothers & Doremus to provide grocery deliveries throughout
New York City.  White Rose carries out its operations through
three leased warehouse and distribution centers, two of which are
located in Carteret, New Jersey, and one in Woodbridge, New
Jersey.  White Rose has 777 employees.

Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes, seeking to maintain all pleadings
on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No.
14-12092.

As of the Petition Date, the Debtors owe the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $131,857,966 (inclusive of
outstanding letters of credit), plus accrued interest.  The
Debtors estimate trade debt of $72 million.  AWI Delaware
disclosed $11,440 in assets and $125,112,386 in liabilities as of
the Chapter 11 filing.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal
advisors to the Debtors, Lazard Middle Market is serving as
financial advisor, and Carl Marks Advisors is serving as
restructuring advisor to AWI.  Carl Marks' Douglas A. Booth has
been tapped as chief restructuring officer.  Epiq Systems serves
as the claims agent.

The Official Committee of Unsecured Creditors tapped to retain
Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its
co-counsel; and Capstone Advisory Group, LLC, together with its
wholly-owned subsidiary Capstone Valuation Services, LLC, as its
financial advisors.


AWI DELAWARE: Wants Lease Decision Period Extended Until April 7
----------------------------------------------------------------
ADI Liquidation, Inc., formerly known as AWI Delaware, Inc., et
al., ask the Bankruptcy Court to extend the deadline to assume or
reject unexpired leases of nonresidential real property until April
7, 2015.

On Oct. 29, 2014, after an auction, the Court approved the sale of
substantially all of the Debtors' assets to C&S Wholesale Grocers,
Inc., or any one or more of its affiliates designated as a
purchaser of any acquired asset at closing in accordance with an
asset purchase agreement.  Notably, the assets of Co-Op Agency,
Inc. were excluded from the sale.  The sale to the purchaser closed
on Nov. 12, 2014.

Co-Op is a party to two non-residential real property leases for
leased property in Pennsylvania (the "Co-Op Leases").  The Debtors
believe that other than these Co-Op Leases, they are not a party to
any non-residential real property leases that have not already been
rejected or assumed and assigned to the purchaser.  Out of an
abundance of caution, however, the motion seeks authority to extend
the assumption/rejection deadline for any other unknown
unexpired leases.

The Debtors propose a Jan. 21 hearing at 10:00 a.m., on the
matter.

                   About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. serviced 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, with distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, served the mid-
Atlantic United States.  AWI is owned by its 500 retail members,
who in turn operate supermarkets.  AWI had 1,459 employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area.  The company traces its
origins to 1886, when brothers Joseph and Sigel Seeman founded
Seeman Brothers & Doremus to provide grocery deliveries throughout
New York City.  White Rose carries out its operations through
three leased warehouse and distribution centers, two of which are
located in Carteret, New Jersey, and one in Woodbridge, New
Jersey.  White Rose has 777 employees.

Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes, seeking to maintain all pleadings
on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No.
14-12092.

As of the Petition Date, the Debtors owe the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $132 million (inclusive of
outstanding letters of credit), plus accrued interest.  The
Debtors estimate trade debt of $72 million.  AWI Delaware disclosed
$11,440 in assets and $125 million in liabilities as of the Chapter
11 filing.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal
advisors to the Debtors, Lazard Middle Market is serving as
financial advisor, and Carl Marks Advisors is serving as
restructuring advisor to AWI.  Carl Marks' Douglas A. Booth has
been tapped as chief restructuring officer.  Epiq Systems serves
as the claims agent.

The Official Committee of Unsecured Creditors tapped to retain
Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its
co-counsel; and Capstone Advisory Group, LLC, together with its
wholly-owned subsidiary Capstone Valuation Services, LLC, as its
financial advisors.



CAESARS ENTERTAINMENT: ISDA to Convene on Expired Credit Swaps
--------------------------------------------------------------
Reuters reports that an external arbitration panel for the
International Swaps and Derivatives Association will convene for
the first time since 2009, to determine whether the expired credit
default swaps tied to Caesars Entertainment Corporation's debt
should be triggered.

As reported by the Troubled Company Reporter on Jan. 9, 2015, Katy
Burne at The Wall Street Journal reported that ISDA sent a query
about whether Caesars Entertainment Operating Co. defaulted to a
three-member review panel, a step that takes place only when 80% of
voters on the 15-voter ISDA determination panel can't reach an 80%
majority on a decision.  According to the report, figures from the
Depository Trust & Clearing Corp. show that at stake is as much as
$1.7 billion in payouts on credit-default swaps outstanding on
Caesars.  Caesars Entertainment said in December 2014 that its
operating unit wouldn't pay $225 million of interest due Dec. 15,
2014, on notes maturing in 2015 and 2018.

Reuters relates that the panel will have to determine whether the
December CDS contracts should be added to a pool of outstanding CDS
contracts expected to trigger in January once a bankruptcy filing
is made.  It would result in roughly $1.7 billion in outstanding
positions, but the panel would have to decide whether Caesers
actually defaulted on the December contracts for them to be
included, Katie Kuehner-Hebert, writing for CFO, states.

                   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, $28.2 billion in total liabilities and a $3.71
billion total deficit.

                           *     *     *

In December 2014, Fitch Ratings downgraded the issuer default
rating of Caesars Entertainment Operating Company, Inc. ("CEOC")
to 'C' from 'CC'; Moody's cut the ratings of CEOC, including the
corporate family rating, to 'Ca' from 'Caa3'; and Standard &
Poor's lowered its corporate credit rating to 'D' from 'CCC-' on
CEOC.  The downgrades reflect CEOC's missed $223 million interest
payment to the holders of the 10% second lien notes that was due
Dec. 15, 2014.


CAESARS ENTERTAINMENT: Offers Consent Fee to Bank Lenders
---------------------------------------------------------
Caesars Entertainment Operating Company, Inc. ("CEOC"), a
subsidiary of Caesars Entertainment Corporation ("Caesars
Entertainment") on Jan. 12 disclosed that following receipt of the
requisite support of first lien noteholders for a proposed
restructuring, it is now seeking support from holders of its bank
debt to a modified restructuring support agreement ("RSA").  As of
Jan. 9, 2015, CEOC has agreed to terms of a restructuring support
agreement with greater than two-thirds of the holders of its first
lien notes.  Bank lenders will have until 9:00 p.m. New York time
on Jan. 14, 2015 to sign onto a separate, but similar RSA ("Bank
RSA").

As per the Bank RSA, consenting bank lenders will receive their pro
rata portion of a $150 million consent fee for supporting the Bank
RSA.  Consenting bank lenders will agree to release their
collection guarantee from Caesars Entertainment upon, among other
things, the effectiveness of CEOC's plan of reorganization.
Consenting bank lenders will also have the opportunity to purchase
a pro-rata share of $150 million of convertible notes to be offered
by Caesars Entertainment.

"We are pleased to have garnered broad-based support of our
restructuring plan from more than two thirds of first lien
bondholders, exceeding all required thresholds," said Gary Loveman,
Chairman of CEOC.  "The type of leadership from our institutional
creditor base enhances our ability to maximize value on their
behalf.  In response to inquiries from certain of our bank lenders,
we have decided to seek their support to help facilitate a smooth
and efficient restructuring, which is in the best interest of all
stakeholders."

The RSA that has been signed by more than two thirds of first lien
noteholders and contemplates payment of 100 cents on the dollar to
holders of bank debt, became effective on January 9, 2015.  If the
bank lenders do not consent to the terms of the Bank RSA in the
requisite amount, they may receive such other treatment as agreed
by CEOC and Caesars Entertainment that pays them in full on account
of the value of their collateral.

                  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, $28.2 billion in total liabilities and a $3.71
billion total deficit.

                           *     *     *

In December 2014, Fitch Ratings downgraded the issuer default
rating of Caesars Entertainment Operating Company, Inc. ("CEOC") to
'C' from 'CC'; Moody's cut the ratings of CEOC, including the
corporate family rating, to 'Ca' from 'Caa3'; and Standard & Poor's
lowered its corporate credit rating to 'D' from 'CCC-' on CEOC.
The downgrades reflect CEOC's missed $223 million interest payment
to the holders of the 10% second lien notes that was due Dec. 15,
2014.


CARDINAL FASTENER: Will Cease Operations in First Quarter
---------------------------------------------------------
Dan Shingler at Crain's Cleveland Business reports that Dokka
Fasteners Inc., part of the German-based Wurth Group that purchased
Cardinal Fastener & Specialty Co., Inc., in 2011, told clients on
Jan. 9, 2015, that it will close Cardinal Fastener sometime around
the end of the first quarter and move the equipment to Dokka
Fasteners' Auburn Hills, Michigan operations.

Dokka Fasteners said in a statement, "The decision to close the
Cardinal Fastener operation was difficult after being in business
over 30 years.  Unfortunately, having two separate plants with
similar capabilities located so close together became increasingly
difficult to justify."  

Dokka Fasteners has stressed that the move is not a bankruptcy, but
a strategic decision, Crain's relates.  The report quoted the
company as saying, "It means that no new orders will be accepted by
Cardinal Fasteners for production in the Bedford Heights facility.
New orders and quoting activity will be suspended during the
closure and transition period.  Dokka Fasteners will be gearing up
to support your future hot-forged and large diameter requirements.
There will be (a) transition period as Cardinal is closed and
equipment is moved to Dokka before quoting and order acceptance
will start again."

                      About Cardinal Fastener

Cardinal Fastener & Specialty Co. is a bolt-maker that became a
supplier to the U.S. and European wind turbine industry in 2007.
Cardinal Fastener filed a Chapter 11 petition (Bankr. N.D. Ohio
Case No. 11-15719) on June 30, 2011.  Rocco I. Debitetto, Esq., at
Hahn Loeser + Parks LLP, in Cleveland, served as counsel to the
Debtor.  The Debtor estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.

An Official Committee of Unsecured Creditors was appointed in the
case.  The Committee, on behalf of the unsecured creditors,
demanded payment from the Debtor on unsecured claims in an amount
estimated at $4.14 million.  On July 18, 2012, the Court granted
the Debtor's motion to convert the case to Chapter 7 liquidation.


CAROLINE WYLY: SEC Disgorgement Suit Not Subject to Bankr. Stay
---------------------------------------------------------------
Bankruptcy Judge Barbara Houser said the automatic stay does not
enjoin actions by the U.S. Securities and Exchange Commission for
disgorgement, and denied the motion to enforce the automatic stay
filed by debtor Caroline "Dee" Wyly.  A copy of Judge Houser's Jan.
9, 2015 Memorandum Opinion and Order is available at
http://is.gd/kEhRRqfrom Leagle.com.

                         About Samuel Wyly

Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil fraud
case.  In September, a federal judge ordered Mr. Wyly and the
estate of his deceased brother to pay more than $300 million in
sanctions after they were found guilty of committing civil fraud to
hide stock sales and nab millions of dollars in profits.

                        About Caroline Wyly

Caroline Wyly is the widow of business tycoon Charles Wyly.  She
and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy
protection as leverage to settle a looming tax bill and a $329
million claim from the Securities and Exchange Commission.  Her
bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy
Court, Northern District Texas (Dallas).


CLARK SALES: To Liquidate Assets After Failing to Reorganize
------------------------------------------------------------
Justin L. Mack at Indystar.com reports that Clark Appliance is
preparing to liquidate its assets after a failed attempt to
reorganize.  The report says that a liquidation sale date has not
been set.

Indystar.com relates that Bose Public Affairs Group, which handled
media relations for the Company, said that it quit working for the
Company when the liquidation process started.

Court documents say that the Company stopped operations in December
2014 and shut down its Castleton store, which is the Company's
remaining location.

                     About Clark Sales

Headquartered in Greenfield, Indiana, family-owned Clarks Sales
and Service, Inc. -- dba Appliance Warehouse Outlet, Clark
Appliance Showcase, Clark Appliance, Clark Appliance Outlet,
Clark's Appliance -- is high-end home appliance retailer in
business for more than 100 years.  According to court documents,
Clark Sales is the largest distributor and retailer of high-end
home appliances in Central Indiana with annual gross sales that
average in the $20 million to $25 million range.

The business got its start in 1913 when Revere Jacobs opened Quick
Appliance Service on Massachusetts Avenue in Downtown
Indianapolis.  Robert and Shirley Clark took ownership in 1954
after Mr. Jacobs' death.  Around 1967, the company was renamed
Eureka Sales & Service and was later known as Maytag Sales &
Service.  In 1986, Bob and Cindy Clark bought the company from
Bob's parents, Robert and Shirley Clark.

Clarks Sales and Service, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Ind. Case No. 14-09839) on Oct. 24, 2014,
estimating its assets and debts at between $1 million and $10
million each.  The petition was signed by Robert Clark, authorized
individual.

Judge Jeffrey J. Graham presides over the case.

Courtney Elaine Chilcote, Esq., and Jeffrey M. Hester, Esq., at
Tucker, Hester, Baker & Krebs, LLC, serve as the Debtor's
bankruptcy counsel.


CONSTAR INTERNATIONAL: Seeks March 13 Plan Filing Date Extension
----------------------------------------------------------------
Capsule International Holdings LLC, f/k/a Constar International
Holdings LLC, and its debtor affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to further extend their
exclusive plan filing period through and including March 13, 2015,
and exclusive solicitation period through and including May 12,
2015.

Evan T. Miller, Esq., at Bayard, P.A., in Wilmington, Delaware,
tells the Court that since the entry of the First, Second, Third,
and Fourth Exclusivity Orders, the Debtors have been working
diligently with the Official Committee of Unsecured Creditors and
their retained professionals to liquidate the Debtors' remaining
assets, reconcile claims, and investigate potential claims and
causes of action held by the Debtors' estates, which the Committee
believes are the main issues that must be resolved before the
Committee may propose a confirmable chapter 11 plan.  The Debtors
and the Committee, through, inter alia, their joint retention of
Diamond McCarthy, as special litigation counsel to investigate and
pursue litigation claims for the benefit of the estates and
creditors, have made and continue to make substantial progress in
their ongoing investigation and effort to liquidate the Lender KEIP
claims, Mr. Miller relates.

As a result, the Debtors are seeking an extension of their
Exclusive Periods in order to effectuate the Committee's proposal
of the Plan and solicitation of votes in support of the Plan as
contemplated by the Term Sheet, Mr. Miller says.

A hearing on the extension request is scheduled for Feb. 17, 2015,
at 10:00 a.m.  Objections are due Jan. 27.

                    About Constar International

Privately held Constar International Holdings and nine affiliated
debtors (nka Capsule International Holdings, et al.)  filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on
Dec. 19, 2013.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent, and administrative advisor.
Lincoln Partners Advisors LLC serves as the Debtors' financial
advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal
North America LLC as its financial advisor.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for
$3 million.  There was no other bidder for the Maryland facility.

The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration
Proceeding follows the closing of the sale of the U.K. assets to
Sherburn Acquisition Limited.  The Delaware Bankruptcy Judge
authorized the U.S. Debtors to sell the U.K. Assets to Sherburn
for GBP3,512,727, (or US$7,046,000), less the deposit in the sum
of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving
agent and agent under the revolving loan facility, consented to
the administration of Constar U.K. and the appointment of the
Joint Administrators.

In view of the asset sales in the U.S. and the U.K., the Debtors
changed their corporate trade names -- and with the Bankruptcy
Court's consent, their bankruptcy case caption -- to Capsule Group
Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule
Group, Inc.; Capsule International LLC; Capsule DE I, Inc.;
Capsule DE II, Inc.; Capsule PA, Inc.; Capsule Foreign Holdings,
Inc.; and Capsule International U.K. Limited (Foreign).


CPI BUYER: S&P Retains 'B' CCR After $74MM Term Loan Add-On
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on CPI
Buyer LLC, including its 'B' corporate credit rating, 'B'
first-lien issue-level rating, and 'CCC+' second-lien issue-level
rating, are not affected by the company's issuance of $74 million
in add-on term loans.  CPI Buyer LLC, a company through which GTCR
LLC owns Cole-Parmer Instrument Co., a manufacturer and distributor
of laboratory equipment and supplies, has added $50 million and $24
million to its existing first-lien and second-lien term loans,
respectively.

The recovery rating on the company's first-lien term loan remains
'3' reflecting S&P's expectation for meaningful (50% to 70%)
recovery in the event of payment default.  The recovery rating on
CPI's second-lien term loan remains '6' reflecting S&P's
expectation for negligible (0% to 10%) recovery in the event of
payment default.  The company used the incremental loan proceeds to
fund an acquisition which becomes accretive immediately.  Pro forma
for the transaction, S&P expects the company's 2014 leverage ratio
to be around 7.0x and improve to 6.8x by the end of 2015.

The rating on CPI Buyer LLC reflects S&P's expectation that the
company will sustain its leverage at over 5.0x in the long run.
While S&P expects CPI to grow EBITDA and generate healthy free
operating cash flow, S&P thinks sponsor ownership will shape CPI's
financial policy and result in internally generated cash and
growing debt capacity being used for shareholder-friendly
activities rather than for permanent debt reduction.  S&P also
expects CPI's appetite for acquisitions to result in additional
debt issuance over time.

S&P's ratings on CPI Buyer LLC also reflect the company's
relatively small size, differentiated but narrow business focus,
and its niche position in a large space that is dominated by large
competitors like Thermo Fisher Scientific Inc., VWR, Bio-Rad
Laboratories Inc., and PerkinElmer Inc.  These weaknesses are only
partially offset by CPI's leading market position within its niche
space, adequate diversity profile, and above average
profitability.

RATINGS LIST

CPI Buyer LLC
Corporate Credit Rating     B/Stable/--
Senior Secured
  First lien                 B                  
   Recovery Rating           3                  
  Second lien                CCC+               
   Recovery Rating           6                  



DIMENSIONAL IMAGING: Case Summary & 5 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Dimensional Imaging, Inc.
        2 N. Tuttle Ave.
        Sarasota, FL 34237

Case No.: 15-00254

Chapter 11 Petition Date: January 12, 2015

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

Debtor's Counsel: Suzy Tate, Esq.
                  SUZY TATE, P.A.
                  14502 North Dale Mabry Highway, Suite 200
                  Tampa, FL 33618
                  Tel: (813) 264-1685
                  Fax: (813) 264-1690
                  Email: suzy@suzytate.com

Total Assets: $2.06 million

Total Liabilities: $2.61 million

The petition was signed by Samuel Nixon, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb15-00254.pdf


DR. JOSEPH F. POLLACK: S&P Revises Outlook & Affirms 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed its 'BB' long-term rating on the Michigan
Public Educational Facilities Authority's series 2010
limited-obligation revenue bonds issues for the Dr. Joseph F.
Pollack Academic Center of Excellence (PACE).

"The outlook revision reflects our opinion that there may be
pressure on the rating as a result of the academy's declining
enrollment for fall 2014, changes with the management company and
business manager, and increased expenses for fiscal 2014 that have
led to a deterioration of maximum annual debt service coverage to
below 1x," said Standard & Poor's credit analyst Robert Dobbins.
"Cash levels remain weak though adequate for the rating category,"
added Mr. Dobbins.  

PACE is a large kindergarten through eighth grade (K-8) charter
school in Southfield, Mich.  The $8.4 million fixed-rate series
2010 bonds are the school's only debt.  State aid and a mortgage on
the school's current facility secure the bonds.  Debt payments are
made from 20% of the monthly school state aid payments, deposited
directly into the debt service fund.



DUFF & PHELPS: Moody's Affirms B2 CFR & Sr. Secured Debt Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Duff & Phelps Corporation's B2
corporate family rating and B2 senior secured bank credit facility
rating, after the company announced its intention to borrow up to
$160 million via an incremental increase in term loan capacity
under its existing credit agreement in order to fund two
acquisitions. The rating outlook remains stable.

Ratngs Rationale

An incremental $160 million borrowing would represent a one-third
increase in the company's existing $477 million first lien loan
balance. The company intends to immediately utilize about $80
million in order to repay a recent $30 million draw on its
revolving credit facility and to replenish cash that was utilized
to complete its recent acquisition of Kinetic Partners, a
regulatory consulting and compliance firm focused on financial
services. In due course, it plans to draw the remaining amount of
borrowing capacity necessary to finance its planned acquisition of
another firm.

Moody's expects that Duff & Phelps will successfully integrate
these acquisitions. The two companies are profitable and operate in
similar businesses as Duff & Phelps. Nevertheless, the simultaneous
integration of two significant companies clearly demonstrates the
company's appetite for acquisition-fuelled growth.

The stable outlook reflects Moody's assessment that Duff & Phelps'
two acquisitions will improve the company's profitability, and debt
will be reduced over time via scheduled principal amortization and
mandatory excess cash flow prepayments. Accordingly, Moody's
expects that Duff & Phelps' debt/EBITDA in 2015 should trend below
the 6.4x calculated on a trailing twelve month basis through
September 2014.

Moody's also said that Duff & Phelps benefits from a stable
management team that has demonstrated the ability to successfully
integrate a number of previous acquisitions. Management has also
implemented cost savings initiatives which have helped to improve
its EBITDA.

What Could Change the Rating - Up

Strong organic revenue growth and improved debt service capacity
could result in upward rating pressure.

What Could Change the Rating - Down

A further increase in debt that would worsen the company's debt
service capacity could result in a downgrade, particularly if the
increase in debt is used to fund an ownership distribution, or for
further acquisitions of a nature where it is less likely that the
company will be able to de-lever below 6x. Evidence of weakening
financial flexibility such as through the maintenance of limited
cash balances and/or ongoing utilization of the company's revolving
credit facility could also result in a downgrade. The incurrence of
significant unforeseen costs or integration issues related to the
prospective acquisitions could also result in downward rating
pressure.

The principal methodology used in these ratings was Global
Securities Industry Methodology published in May 2013.


DYNACAST INTERNATIONAL: Moody's Assigns 'B2' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service, assigned ratings to Dynacast
International LLC (New), a manufacturer of small precision die cast
components, including a B2 Corporate Family Rating ("CFR") and
B2-PD Probability of Default Rating. Concurrently, Moody's assigned
a Ba3 rating to the $50 million Senior Secured Revolving Credit
Facility due 2020 and $530 million First Lien Term Loan due 2022
and assigned a Caa1 rating to the $170 million Second Lien Term
Loan due 2023. Ratings on the old Dynacast International Inc. will
be withdrawn upon closing of the transaction. The new ratings
reflect Moody's view that the sponsor change may have impact on the
direction of the company. The ratings outlook is stable.

Proceeds from the debt issuance are to fund the acquisition of
Dynacast by affiliates of Partners Group (USA) Inc. and Kenner &
Company, Inc. The transaction includes an equity component of
approximately $452 million. The Caa1 rating on the second lien debt
reflects the preponderance of the debt being more senior and
thereby reducing the second liens recovery position in the event of
a default.

Ratings assigned:

Dynacast International LLC (New)

  Corporate Family Rating at B2,

  Probability of Default at B2-PD

  Speculative Grade Liquidity at SGL-3

  $530 million first lien term loan at Ba3, (LGD3)

  $50 million revolving credit facility at Ba3, (LGD3)

  $170 million second lien term loan at Caa1. (LGD5)

The rating outlook is stable.

Ratings Rationale

The B2 CFR reflects the increase in debt used to finance the
acquisition of Dynacast by affiliates of Partners Group (USA) Inc.
and Kenner & Company, Inc. Pro forma Debt/ EBITDA is expected to
increase with 2015 leverage estimated by Moody's to be around 5.9
times versus 4.9 times for the LTM period ending September 30,
2014. Debt to EBITDA of 5.9 times is high for the rating category,
and this reflects a relatively weaker B2 rating. Despite the
increase in leverage, Moody's expect EBITDA to interest coverage to
be around 2.4 times, which is consistent with the B2 rating.

The ratings consider the company's increased leverage and highly
competitive business environment and expectation of modest
deleveraging. These factors are offset by EBITDA to interest
coverage over 2 times and positive free cash flow.

The company has good geographic diversity with revenue relatively
balanced among customers in North America, Asia, and Europe. End
markets are also diverse with significant concentration in
automotive and consumer electronics. In general, Moody's expect the
company's credit metrics to improve slowly and debt level to
decline at a modest pace. The rating is constrained by high
leverage with Debt to EBITDA anticipated to remain elevated at
around 5.9 times for the next year. In spite of positive free cash
flow, Moody's do not expect that free cash flow will be significant
enough to materially improve credit metrics over the next year.

A meaningful weakening of its EBITDA margins could pressure the
rating downward. Additional debt financed acquisitions that raise
leverage will likely warrant downgrade action. Moreover, Debt to
EBITDA of over 5.5 times sustained for a material length of time
without improvement or a decline in interest coverage below 2 times
could also pressure the rating.

Although a ratings upgrade is not anticipated over the near term,
positive ratings action would be supported by EBITDA to interest
coverage over 3.5 times and leverage under 3.75 times, both on a
sustained and improving basis.

The stable ratings outlook reflects the expectation for revenue and
EBITDA growth that should result in improving coverage and leverage
metrics. The outlook could come under pressure if sales or margins
contract, or if its liquidity weakens. The company's European
operations have been weak and although recently improving, if these
were to weaken, they could pressure the rating or the outlook.

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

Dynacast, headquartered in Charlotte, North Carolina, is a global
manufacturer of small engineered precision die cast components.
Dynacast revenues for LTM September 31, 2014 was $617 million.



DYNACAST INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Charlotte, N.C.–based Dynacast International
LLC. The rating outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating to the
company's proposed $530 million first-lien term loan due 2022 and
$50 million revolving credit facility due 2020.  The '3' recovery
rating indicates S&P's expectation for meaningful recovery (50% to
70%) in the event of payment default.  S&P's recovery expectations
are in the lower half of the 50% to 70% range.  S&P also assigned a
'B-' issue-level rating to the company's proposed $170 million
second-lien term loan due 2023.  The '5' recovery rating indicates
S&P's expectation for modest recovery (10% to 30%) in the event of
payment default.  S&P's recovery expectations are in the lower half
of the 10% to 30% range.

"Dynacast is the largest player in the niche precision die cast
components industry," said Standard & Poor's credit analyst Jaissy
Lorenzo.  The company's end-market diversity is limited, with over
one-third of its revenues generated from the highly cyclical
automotive industry.  Other end markets include consumer
electronics, healthcare, and computer and datacom.  Good geographic
diversity and the ability to pass on raw material costs somewhat
offset this risk.  S&P expects the complexity of the products and
the small percentage of the customer's total product cost that
Dynacast's products make up to enable the company to continue to
generate good EBITDA margin of about 20%.  S&P continues to assess
Dynacast's business risk profile as "weak".

The outlook is stable.  Standard & Poor's Ratings Services expects
Dynacast to benefit from the gradual global economic recovery,
particularly in the U.S.  Increasing stability should enable
Dynacast to continue to generate good profitability and gradually
reduce leverage through earnings growth.

S&P could lower the ratings if a cyclical downturn in Dynacast's
primary end markets resulted in increased competition and weak
operating performance.  For example, if automotive vehicle
production were to fall meaningfully and Dynacast's earnings were
to drop by more than 15%, increasing debt to EBITDA to about 6.5x
for a sustained period, S&P could lower the ratings.  Similarly, if
the economic stagnation in Europe causes Dynacast's earnings to
decline and liquidity to weaken, S&P could lower the ratings.

S&P would consider an upgrade if it sees Dynacast's leverage
sustained at less than 5x debt to EBITDA, FFO to debt of more than
12%, and if the company adopted a financial policy consistent with
maintaining these metrics.



ENERGY FUTURE: Has Until Jan. 31 to Decide on Real Property Lease
-----------------------------------------------------------------
The Bankruptcy Court further extending until Jan. 31, 2015, Energy
Future Holdings Corp., et al.'s time to assume or reject a certain
nonresidential real property lease under Section 365(d)(4).

                       About Energy Future

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Moves to Open the Bidding on Oncor Again
-------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Energy Future Holdings Corp. moved to restart the bidding on its
stake in Oncor, the transmissions business whose prospects shook up
the Texas company's $42 billion bankruptcy.

According to the report, two rounds of initial bidding in March and
April will lead to the selection of a "stalking horse," or lead
bidder, for Oncor, a cash-generating transmission business, court
papers say.  Thirty days of open bidding will follow selection of
the stalking horse, as Energy Future and its creditors look for the
best deal for the company's most marketable asset, the Journal
related.

                       About Energy Future

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Wants Until July 27 to Remove Actions
----------------------------------------------------
Energy Future Holdings Corp., et al., are asking the Bankruptcy
Court to extend the period to remove (a) prepetition actions until
July 27, 2015; or (b) postpetition actions to the later of (i) the
removal date and (ii) the periods set forth in the Bankruptcy Rule
9027 (a)(3), in each case, without prejudice to the Debtors' right
to seek further extensions until July 27.

                   About Energy Future Holdings

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.


FARAGASSO EAST: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Faragasso East Elm LLC
        402 Field Point Road
        Greenwich, CT 06830

Case No.: 15-50049

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 12, 2015

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Debtor's Counsel: Donald M. Brown, Esq.
                  19 Hettiefred Road
                  Greenwich, CT 06831
                  Tel: 203-359-3771
                  Fax: 800-636-2701
                  Email: donbrownesq@optonline.net

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Perry V. Faragasso, member.

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


FLORIDA CAPITAL: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Florida Capital Management, LLC
        PO Box 3243
        Palm Beach, FL 33480

Case No.: 15-10580

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 12, 2015

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

Judge: Hon. Paul G. Hyman, Jr.

Debtor's Counsel: Joe M. Grant, Esq.
                  MARSHALL SOCARRAS GRANT, P.L.
                  197 S. Federal Hwy #300
                  Boca Raton, FL 33432
                  Tel: (561) 3611000
                  Fax: 561.672.7581
                  Email: jgrant@msglaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Frederick J. Keitel, III,
president/managing member.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb15-10580.pdf


GAWK INC: Needs Additional Cash to Maintain Operations
------------------------------------------------------
Gawk Incorporated filed its quarterly report on Form 10-Q,
disclosing a net loss of $3.15 million on $105,000 of revenue for
the three months ended Oct. 31, 2014, compared with a net loss of
$124,828 on $nil of revenue for the same period last year.

The Company's balance sheet at Oct. 31, 2014, showed $3.5 million
in total assets, $4.28 million in total liabilities, and a
stockholders' deficit of $776,000.

The Company has a net loss for the nine months ended Oct. 31, 2014,
of $5.36 million, an accumulated deficit of $6.89 million cash
flows used by operating activities of $3.43 million  and needs
additional cash to maintain its operations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                         http://is.gd/wiAyVG

Gawk Incorporated, a development stage company, focuses on the
online distribution of digital content.  It intends to distribute
full length feature films, television series, sports,
documentaries, and live events through its proprietary content
distribution network.  The company was incorporated in 2011 and is
based in Los Angeles, California.


GRATON ECONOMIC: New $450MM Facility No Impact on Moody's B2 CFR
----------------------------------------------------------------
Graton Economic Development Authority's (B2 stable) new $450
million bank facility (unrated) is considered a credit positive in
that it will lower the company's interest expense and meaningfully
extend its debt maturity profile beyond December 2018. In Moody's
view, these benefits far outweigh the slightly higher leverage,
increased debt capacity, and a higher percentage of variable rate
debt in the company's debt capital structure that will also result
from the refinancing. Pro forma debt/EBITDA is about 4.5 times,
only slightly higher than the 4.3 times for the 12-month period
ended September 30, 2014 due to the $25 million increase in term
debt.

Graton, a wholly-owned, unincorporated governmental instrumentality
of the Federated Indians of Graton Rancheria (Tribe), owns the
Graton Resort & Casino that is located approximately 43 miles north
of San Francisco.

Graton's new, larger facility is comprised of a $125 million senior
secured revolver and $325 million term loan, both due in 2019, and
replaces Graton's $25 million senior secured revolver due 2017 and
$301 million term loan due 2018. The B2 ratings on the company's
prior credit facilities, which no longer exist, have been
withdrawn.

Ratings Rationale

Graton will benefit from the lower pricing in the new credit
agreement compared to the previous facility. Annual interest
savings on a pro forma basis is about $15 million. The new term
loan priced at L + 325 basis points (pricing is subject to a
leverage grid and has no floor) compared to the 9% fixed interest
rate that Graton was paying on its previous term loan. There is no
interest rate hedging requirement in the floating rate bank
agreement, so there is an inherent exposure to adverse changes in
interest rates. However, it would take a very substantial increase
in rates to offset the pro forma interest rate savings resulting
from the refinancing. In September 2015 Graton's 9.625% senior
secured notes become callable. This may be an opportunity for the
company to further lower its overall cost of debt.

In addition to improved pricing, the new facility also
significantly extends Graton's overall debt maturity profile. On a
pro forma basis, there are no material debt maturities through
2018. This compares to about 40% prior to the new bank facility
becoming effective. The new and larger bank facility does increase
Graton's debt capacity, but even assuming a fully drawn revolver
and using the latest 12-month EBITDA, pro forma debt/EBITDA of
about 5.2 times, would still be well below the 5.75 times leverage
trigger that could result in a negative rating action.

Moody's expects that Graton will generate between $50 and $60
million of cash flow after maintenance capital expenditures,
mandatory amortization and excess cash flow sweep, and cash
distributions to the Tribe in 2015. While this free cash estimate
is lower than what Moody's initially expected when the rating was
assigned to Graton in August 2012, it is a meaningful and positive
amount, nonetheless.

Like Graton's prior bank facility, the new facility shares a first
priority interest in substantially all gaming assets of Graton and
is ranked pari passu with its senior secured 9.625% notes due 2019.
The financial covenants contained in the credit agreement are also
largely similar to those included in the previous credit
agreement.

The new facility allows for Graton to spend up to $200 million to
build a hotel, but only after September 1, 2015, about the same
time the company's senior secured notes become callable. The cost
to build the hotel is expected to come from Graton's free cash flow
as well as availability under its committed revolver. The decision
as to whether Graton will build the hotel is expected to come later
this year.

Ratings unchanged:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$450 million 9.625% senior secured notes due 2019 at B2 (LGD4)

Ratings withdrawn:

$25 million senior secured revolver at B2 (LGD3)

$301 million (outstanding) senior secured term loan at B2 (LGD4)



H.R.M. GLOBAL: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: H.R.M. Global Investment Group Inc.
        PO Box 70118
        San Juan, PR 00936-8118

Case No.: 15-00124

Nature of Business: Real Estates

Chapter 11 Petition Date: January 12, 2015

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

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  LUGO MENDER GROUP, LLC
                  Centro Internacional De Mercadeo
                  100 Carr 165 Suite 501
                  Guaynabo, PR 00968-8052
                  Tel: 787 707-0404
                  Email: wlugo@lugomender.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Angel A. Crespo-Crespo, comptroller.

The Debtor listed Banco Santander as its largest unsecured creditor
holding a claim of $8.05 million.

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

             http://bankrupt.com/misc/prb15-00124.pdf


HDGM ADVISORY: SEC, GPIF-I Balk at Exclusivity Extension
--------------------------------------------------------
Parties-in-interest objected to HDGM Advisory Services, LLC, et
al.'s motion to extend by 90 days their exclusive period to solicit
acceptances to their First Amended Joint Chapter 11 Plan.

The U.S. Securities and Exchange Commission submitted a limited
objection, noting that the Debtors have not articulated any reason
to support an extension of exclusivity and they have not shown that
they intend to modify the Plan to address the SEC's objection to
the Debtors' Disclosure Statement and confirmation of the Plan.

GPIF-I Equity Co., LTD. and GPIF-I Finance Co., LTD., in a separate
filing, said that the Debtors filed two plans, both of which are
hinged upon the grant of improper third-party releases of claims
against the Debtors' principal, Harold Garrison, to which the
Debtors' major creditors and the SEC had objected.

GPIF-I also said that the disclosure statement for the Amended Plan
is deficient in ways that cannot be cured, putting aside all of the
issues of whether the underlying Amended Plan may be confirmed.

As reported in the Troubled Company Reporter on Jan. 5, 2015, the
Debtors are seeking an order extending the exclusive period to
solicit acceptances until April 16, 2015.  The Debtors explain that
cause exists because of the intervening appointment of an examiner
with expanded power to "control" settlement of certain of the major
claims by or against the Debtors.

                  About HDGM Advisory Services

HDGM Advisory Services, LLC ("MAS") and HDG Mansur Investments
Services, Inc. ("MISI") invest in and develop real estate around
the world.  They also provided management and investment services
to real estate funds that were set up as an investment vehicle for
religious Muslims.  MISI developed Finzels Reach, a real estate
development in Bristol England.  MAS and MISI are directly
or indirectly owned by Harold D. Garrison, who is also a debtor in
possession in a separate chapter 11 case.

MAS and MISI sought Chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on
May 21, 2014.  On May 28, 2014, the Hon. James M. Carr directed
the joint administration the cases, under the lead case -- HDGM
Advisory, Case No. 14-04797.

MAS disclosed $20,257,001 in assets and $7,991,590 in liabilities
as of the Chapter 11 filing.  MISI disclosed $20,454,819 in assets
and $12,377,542 in liabilities.  According to a court filing, the
Debtors don't have any secured creditors.

The Debtors have tapped Michael W. Hile, Esq., Christine K.
Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as
counsel.

An affiliate of the Debtors, Hamilton Proper Partners Golf
Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-00461) on Jan. 24, 2014.


HOSTESS BRANDS: Judge Recommends Approval of Contingency Fee
------------------------------------------------------------
Magistrate Judge Robert S. Ballou recommends to the U.S. District
Court for the Western District of Virginia, Roanoke Division, the
approval of a one third contingency fee and associated costs of
litigation sought by attorneys for Michael Sprick, an incapacitated
adult, arising from a $21 million settlement in his personal injury
lawsuit against International Brands Corporation, Merita d/b/a
Merita Bread Box, and Hostess Brands.  Sprick suffered catastrophic
injuries in an accident in 2011 which rendered him incompetent and
unable to care for his own personal and financial affairs.

The case is, TOMMY JOE WILLIAMS, Conservator of Michael Sprick, An
incapacitated individual, Plaintiff, v. OLD HB, INC., et al.,
Defendants, Civil Action No. 7:13-CV-464 (W.D. Va.).  A copy of the
Magistrate Judge's December 31, 2014 Report and Recommendation is
available at http://is.gd/eTDCg3from Leagle.com.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


HYUN UM: Case Trustee Loses Appeal on Spokane Rock Claim
--------------------------------------------------------
Debtors Hyun and Jin Um and debtors Thomas and Patricia Price
separately filed voluntary chapter 11 bankruptcy petitions on Aug.
17, 2010, which were subsequently consolidated (Bankr. W.D. Wash.
Case No. 14-5593).  Jan. 11, 2011 was the deadline for filing
claims in the proceeding.

In January 2012, Prium Companies LLC, a company managed by Mr. Um
and Mr. Price, filed suit against Spokane Rock I, LLC, in King
County Superior Court for the State of Washington.  In January
2013, Spokane filed an amended answer asserting counterclaims
against Prium and Debtors for "fraud, fraudulent concealment,
misrepresentation, breach of fiduciary duty, conversion, breach of
contract, breach of covenant of good faith and fair dealing, and a
request for an accounting."  

On April 15, 2014, the state court entered default judgment against
Prium and the Debtors as sanctions for discovery violations and
other conduct.  The state court set the matter for trial in July
2014 to determine the amount of damages.

On April 24, 2014, Eric D. Orse, Chapter 11 Bankruptcy Trustee,
filed an objection to Spokane's claim in the Debtors' bankruptcy
matter.  Bankruptcy Judge Paul Snyder found the objection unusual
because no claim had been filed, but converted the objection into a
motion.  Judge Snyder concluded that it was "undisputed that
Spokane Rock did not file a proof of claim by [the deadline]."
Judge Snyder also concluded that Spokane had shown excusable
neglect for missing the deadline with respect to some claims.

The Chapter 11 Trustee filed a timely notice of appeal.

In his Jan. 7, 2015 Opinion available at http://is.gd/oZbfCCfrom
Leagle.com, District Judge Benjamin H. Settle in Tacoma held that
the Chapter 11 Trustee failed to show that Judge Snyder either made
an error of law or relied on a clearly erroneous factual
determination.  Judge Settle affirmed.


IMAX CORP: Applies for Voluntary Delisting From TSX
---------------------------------------------------
IMAX Corporation on Jan. 12 disclosed that it has applied for a
voluntary delisting of its common stock from the Toronto Stock
Exchange ("TSX") in Canada.  Effective at the close of markets on
January 19, 2015, the Company's shares will no longer be traded on
the TSX but will continue to trade on the New York Stock Exchange
("NYSE") under the symbol "IMAX".  Canadian shareholders will be
able to continue to trade their shares on the NYSE.

The Company believes that the relatively low trading volume of its
shares on the TSX over a sustained period no longer justifies the
financial and administrative costs associated with maintaining a
dual listing.

The Toronto Stock Exchange has neither approved nor disapproved the
information contained herein.

Together with its wholly owned subsidiaries, IMAX Corporation --
https://www.imax.com -- is an entertainment technology companies,
specializing in motion picture technologies and presentations.  The
Company's customers who purchase lease or otherwise acquire the
IMAX theatre systems are theatre exhibitors, which operate
commercial theatres, museums, science centers, and destination
entertainment sites.  IMAX theatre systems combine the Company's
digital re-mastering movie conversion technology (IMAX DMR),
projectors with equipment and automated theatre control systems,
sound system components, screens, theatre geometry, and theatre
acoustics.


IMMUNOCLIN CORP: Has Minimal Revenues, Needs Financing
------------------------------------------------------
Immunoclin Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $6.04 million on $5,000 of revenue for
the three months ended Oct. 31, 2014, compared with a net loss of
$162,000 on $nil of revenue for the same period last year.

The Company's balance sheet at Oct. 31, 2014, showed $20.4 million
in total assets, $2.84 million in total liabilities, and
stockholders' equity of $17.6 million.

As of Oct. 31, 2014, the Company has minimal revenues, and has a
working capital deficit of $2.60 million and an accumulated deficit
of $20.8 million.  The continuation of the Company as a going
concern is dependent upon the continued financial support from its
management, and its ability to identify future investment
opportunities and obtain the necessary debt or equity financing,
and generating profitable operations from the Company's future
operations.  These factors raise substantial doubt regarding the
Company's ability to continue as a going concern, according to the
regulatory filing.

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

                        http://is.gd/jiZgOp

Immunoclin Corporation formerly Pharma Investing News, Inc., is a
healthcare company headquartered in Beverly Hills, California.
The Company provides clinical and basic science research services
to pharmaceutical, biotechnology and food industries.



JAMES RIVER: Generates $6.55 Million from New Sales
---------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that James River Coal Co., which already sold most
operations, got court approval to sell remaining assets, in the
process generating $6.55 million or more.

According to the report, on Dec. 29, the U.S. Bankruptcy Court in
Richmond, Virginia, approved the sale of the Bell, Bledsoe and
Laurel Mountain mining complexes for $2 million to Revelation
Energy LLC, and the sale of equipment not purchased by the buyers
of the mining operation to Great American Global Partners LLC for
at least $4.55 million.

                        About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

The Debtors are represented by Tyler P. Brown, Esq., Henry P.
(Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton &
Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian
M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk &
Wardwell LLP of New York, NY.  Kilpatrick Townsend & Stockton LLP
serves as the Debtors' special counsel.  Perella Weinberg Partners
L.P. is the Debtors' financial advisor.  Deutsche Bank Securities
Inc. serves as the Debtors' investment banker and M&G advisor.
Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice,
claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors, in August 2014, won authority to sell the Hampden
Mining Complex (including the assets of Logan & Kanawha Coal
Company, LLC), the Hazard Mining Complex (other than the assets of
Laurel Mountain Resources LLC) and the Triad Mining Complex for
$52 million plus the assumption of certain environmental and other
liabilities, to a unit of Blackhawk Mining.  The Buyer is
represented by Mitchell A. Seider, Esq., and Charles E. Carpenter,
Esq., at Latham & Watkins LLP.


JAMES RIVER: Has Until March 13 to Propose Chapter 11 Plan
----------------------------------------------------------
U.S. Bankruptcy Judge Kevin R. Huennekens, in a second order,
extended James River Coal Company, et al.'s exclusive periods to
file a chapter 11 plan until March 13, 2015, and solicit
acceptances for that plan until May 12, 2015.

As reported in the Troubled Company Reporter on Nov. 17, 2014, the
Debtors' deadline to file a plan was Nov. 13, 2014, and the Debtors
filed their extension request on the same day to avoid the
necessity of having to formulate a plan prematurely, and,
furthermore, to ensure that their plan best address their interests
and those of their creditors and estates.

The Debtors related that since the approval and closing of the sale
of substantially all of their assets, including the Hampden Mining
Complex, the Hazard Mining Complex, and the Triad Mining Complex,
they had focused principally on marketing and efforts to sell their
remaining assets and preserving cash held in their estates.  The
extension of the exclusive periods, the Debtors said, will advance
their efforts to maximize value for their creditors and increase
the prospects of an orderly conclusion of their Chapter 11 cases.

                        About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

The Debtors are represented by Tyler P. Brown, Esq., Henry P.
(Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton &
Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian
M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk &
Wardwell LLP of New York, NY.  Kilpatrick Townsend & Stockton LLP
serves as the Debtors' special counsel.  Perella Weinberg Partners
L.P. is the Debtors' financial advisor.  Deutsche Bank Securities
Inc. serves as the Debtors' investment banker and M&G advisor.
Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice,
claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors, in August 2014, won authority to sell the Hampden
Mining Complex (including the assets of Logan & Kanawha Coal
Company, LLC), the Hazard Mining Complex (other than the assets of
Laurel Mountain Resources LLC) and the Triad Mining Complex for
$52 million plus the assumption of certain environmental and other
liabilities, to a unit of Blackhawk Mining.  The Buyer is
represented by Mitchell A. Seider, Esq., and Charles E. Carpenter,
Esq., at Latham & Watkins LLP.


KB HOME: Struggles With Rising Costs, Warns of Margin Pressures
---------------------------------------------------------------
Chelsey Dulaney, writing for The Wall Street Journal, reported that
KB Home warned that the margin pressures it experienced in its
latest quarter are likely to continue as weak demand leads the home
builder to ramp up incentives.  According to the report, Chief
Executive Jeffrey Mezger said on a call with investors that margins
could "drop significantly" in its current quarter as the company
struggles with rising costs and heavier use of incentives and price
reductions.

                         *     *     *

The Troubled Company Reporter, on Aug. 27, 2014, reported that
Fitch Ratings has affirmed KB Home's (NYSE: KBH) Issuer Default
Rating (IDR) at 'B+' and senior unsecured rating at 'B+/RR4'. The
Rating Outlook is Stable.

The TCR, on March 24, 2014, reported that Standard & Poor's Ratings
Services affirmed its 'B' corporate credit rating on KB Home.  The
outlook is stable.  S&P also affirmed its 'B' issue-level ratings
on KB's Home's existing senior notes.  S&P's '3' recovery rating on
this debt is unchanged.

At the same time, S&P' assigned a 'B' issue-level rating to the
proposed $300 million senior unsecured notes due 2019.  The
recovery rating is '3', indicating its expectations of meaningful
(50% to 70%) recovery of principal in the event of a default.  KB
Home will use net proceeds from this debt issuance, along with a
$125 million equity sale, to raise cash for land acquisition and
development funding purposes.


KEVIN D. HEBNER: Wells Fargo Sanctioned for Collection Efforts
--------------------------------------------------------------
Kevin D. Hebner and Amanda J. Hebner received a Chapter 7
bankruptcy discharge of their debts in August 2011. Throughout the
course of the bankruptcy case and thereafter, Wells Fargo Bank,
N.A. communicated with the debtors concerning the bank's interest
in the debtors' real property. In September 2014, the court granted
the debtors' motion for contempt for what was characterized as the
bank's continuing collection efforts despite being aware of the
bankruptcy discharge, and setting the matter of the amount of
damages, if any, to be awarded to the debtors for further hearing.
The debtors have now filed a motion for summary judgment on that
issue, which Wells Fargo resists.

In a Jan. 8, 2015 Order available at http://is.gd/KMk4eHfrom
Leagle.com, Chief Bankruptcy Judge Thomas L. Saladino granted the
Debtors' motion for summary judgment, and directed Wells Fargo to
pay to the Debtors (1) punitive damages in the amount of $10,000;
and (2) actual damages, exclusive of legal fees and expenses, in
the amount of $2,500, by Jan. 23, 2015.  Wells Fargo is also
ordered to pay to debtors' attorneys the full, actual amount of
legal fees and expenses that the Debtors have incurred.

Kevin D. Hebner and Amanda J. Hebner, in Omaha, Nebraska, filed for
Chapter 11 bankruptcy (Bankr. D. Neb. Case No. 08-82938) on Nov.
13, 2008.  Douglas E. Quinn, Esq. -- dquinn@mnmk.com -- at McGrath,
North, Mullin & Kratz, P.C., served as counsel to the Debtors.  The
Hebners estimated $1 million to $10 million in both assets and
liabilities.  

A list of the Debtors' largest unsecured creditors is available for
free at http://bankrupt.com/misc/nedb08-82938.pdf


LIANA MALLO: Untimely Tax Returns Did Not Discharge Debt
--------------------------------------------------------
The U.S. Court of Appeals for the Tenth Circuit, in a decision
dated Dec. 29, 2014, held that an untimely 1040 Form, filed after
the Internal Revenue Service has assessed tax liability, is not a
tax return for purposes of the exceptions to discharge in Section
523(a)(1)(B)(i) of the Bankruptcy Code.  Accordingly, the Tenth
Circuit affirmed a district court's decision excluding the tax
liability from the general discharge orders of the bankruptcy
court.

Edson Mallo and Liana Mallo are a married couple who did not file
timely federal income tax returns for 2000 and 2001 as required by
the Internal Revenue Code.  As a result, the IRS issued statutory
notices of deficiency for those years.  The Mallos did not
challenge those determinations.  The Internal Revenue Service
assessed $34,464 in taxes, including penalties and interest,
against Mr. Mallo for the 2001 tax year on July 11, 2005, and
$19,022 in taxes against Mrs. Mallo for the 2000 tax year on July
10, 2006.  The IRS began collection efforts in 2006.

In 2007, the Mallos filed a joint Form 1040 for tax year 2000 and
another joint Form 1040 for tax year 2001.  Based on this
information, the IRS assessed additional joint tax liability
against the Mallos in the amount of $4,576 for 2000 and partially
abated Mr. Mallo's 2001 tax liability by $3,330.

In 2010, the Mallos filed a Chapter 13 bankruptcy petition for
adjustment of debts with the United States Bankruptcy Court for the
District of Colorado.  Their case was converted to a liquidation
proceeding under Chapter 7 in early 2011.  After the bankruptcy
court issued a general order discharging the Mallos' debts, the
Mallos filed an adversary proceeding against the IRS,
seeking a determination that their income tax liabilities for 2000
and 2001 had been discharged.  The IRS answered, denying the debts
had been discharged.

The case is LIANA CAROL MALLO, EDSON PAMITTAN MALLO, Appellants, v.
INTERNAL REVENUE SERVICE, Appellee, Case No. 13-1464 (10th Cir.).
A full-text copy of the Decision is available for free
at http://bankrupt.com/misc/MALLO1229.pdf


LUCEE'S LLC: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Lucee's LLC filed for Chapter 11 bankruptcy protection (Bankr. E.
Va. Case No. 15-30076) on Jan. 8, 2015, estimating its assets at
$100,001 to $500,000 and liabilities between $100,001 and
$500,000.

Alexander Hamilton Ayers, Esq., at Ayers & Stolte, P.C., serves as
the Debtor's bankruptcy counsel.  Mr. Ayers can be reached at:

      Ayers & Stolte, P.C.
      Hamilton Professional Building
      710 N. Hamilton Street
      Richmond, VA 23221
      E-mail: aayers@ayerslaw.com

Lucee's, LLC was formed on July 18, 2002, in Virginia by Winifred
P. Taylor located at 2201 Semmes Avenue, Richmond, Virginia.


LUMIRAM DEVELOPMENT: Case Summary & 2 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Lumiram Development Corporation
        615 Fifth Avenue
        Larchmont, NY 10538

Case No.: 15-22062

Chapter 11 Petition Date: January 13, 2015

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Michael A. Koplen, Esq.
                  LAW OFFICES OF MICHAEL A. KOPLEN
                  14 South Main Street, Suite 4
                  New City, NY 10956
                  Tel: (845) 623-7070
                  Fax: (845) 708-5597
                  Email: Atty@KoplenLawFirm.com

Total Assets: $1.6 million

Total Liabilities: $1.64 million

The petition was signed by Corinne A. Ram, president.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb15-22062.pdf


MATAGORDA ISLAND: Opposes UST Bid for Conversion or Dismissal
-------------------------------------------------------------
Matagorda Island Gas Operations, LLC, opposed to the U.S. Trustee's
motion to convert case to Chapter 7, or in the alternative, to
dismiss the case.

The Debtor said there is no mandatory cause for dismissal or
conversion insofar as the current lack of insurance poses no
credible risk to the estate or to the public at this time.

Additionally, the Debtor points out that it has and continues to
attempt to comply with the order to the debtor in possession and to
obtain the necessary insurance and believes that such insurance can
be put in place prior to the existence of any actual risk to the
estate or public.

Shamrock Energy Solutions, LLC, said it supports the U.S. Trustee's
motion, but it believes that it would be in the best interest of
all creditors if the case were converted to a Chapter 7 and not
dismissed.

In its motion for conversion or dismissal, the U.S. Trustee said
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.

The hearing was slated for Jan. 13, 2015.

                     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 $891 million in assets and $26.1 million in
liabilities as of the Chapter 11 filing.


MONROE HOSPITAL: Goes to Feb. 11 Plan-Approval Hearing
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Monroe Hospital LLC has received court approval
of disclosure materials explaining its Chapter 11 plan of
liquidation and will come back to court on Feb. 11 for the
confirmation of its plan.

As previously reported by The Troubled Company Reporter, under the
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."

                      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.


NELLSON NUTRACEUTICAL: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service, Inc. assigned a first time B2 Corporate
Family Rating (CFR) to Nellson Nutraceutical, LLC. Moody's also
assigned a B1 rating to Nellson's $54.7 million A-1 first lien
revolving credit facility expiring in 2019, Nellson's $10.3 million
A-2 first lien revolving credit facility expiring in 2019,
Nellson's $125 million A-1 first lien term loan facility maturing
in 2021, and 9089969 Canada Inc.'s $115 million A-2 first lien term
loan facility maturing in 2021. Nellson used the proceeds from the
facilities to finance the December 2014 acquisition of Le Groupe
Multibar (Multibar) and refinance Nellson's outstanding debt. The
rating outlook is stable.

Moody's assigned the following ratings to Nellson Nutraceutical,
LLC:

Corporate Family Rating at B2;

Probability of Default Rating at B2-PD;

$54.7 million A-1 first lien revolving credit facility expiring
in December 2019 at B1 (LGD 3);

$10.3 million A-2 first lien revolving credit facility expiring
in December 2019 at B1 (LGD 3);

$125 million A-1 first lien term loan facility maturing in
December 2021 at B1 (LGD 3).

Moody's assigned the following ratings to 9089969 Canada Inc.

$115 million A-2 first lien term loan facility maturing in
December 2021 at B1 (LGD 3)

Outlook for Nellson Neutraceutical, LLC and 9089969 Canada Inc. is
stable.

Ratings Rationale

Nellson's B2 CFR reflects the company's limited product,
geographic, and customer diversity, potential volatility in
manufacturing volume as a contract manufacturer, and high degree of
financial leverage. These factors are partially offset by the
company's technical expertise that provides it with a competitive
advantage against other contract manufacturers, tiered customer
pricing contracts and custom formulations to help reduce volume
volatility, and its low exposure to changes in raw material costs.
The rating also reflects favorable consumer trends towards products
that are nutritional and convenient, which have resulted in
nutritional bar and powder growth rates above 10% over the last
four years and that Moody's expects will continue to remain robust
over the next four years.

The company's liquidity is good. Moody's expects Nellson to be able
to fund its cash obligations over the next twelve months through
internally generated cash flow without needing to draw on its
revolving credit facility. Moody's projects free cash flow (cash
from operations less capital expenditures) at around $13 million
for 2015. Moody's also expects the company to have ample cushion
under the 7.85 times total net debt to EBITDA covenant throughout
2015.

The B1 rating on the first lien credit facilities, one notch above
the CFR, reflects their priority position relative to the unrated
second lien facility. The Canadian obligations (the A-2 term loan
and revolver borrowings by 9089969 Canada Inc.) have a broader
guarantee and collateral package than the US obligations (the A-1
term loan and revolver borrowings by Nellson), but Moody's ranks
the instruments the same because a reallocation mechanism would
harmonize the recovery in the event of a default or liquidation.

The stable outlook reflects Moody's view that revenue will continue
to grow and support the repayment of debt and that liquidity will
remain good.

The ratings are unlikely to be upgraded in the near term given the
company's modest scale, narrow product focus, and high leverage.
The ratings could be upgraded if the company increases its product,
geographic, and customer diversity and significantly reduces
financial leverage such that debt to EBITDA is sustained below 4.5
times.

The ratings could be downgraded if customers shift some or all of
their manufacturing volume in-house or to competing suppliers, the
company experiences pricing pressure, consumer trends become
unfavorable towards nutritional bars and powders, liquidity
deteriorates, or if Moody's expects debt to EBITDA to be sustained
above 6.0 times.

Nellson, headquartered in Irwindale, CA, provides manufacturing
capacity and technical expertise primarily to U.S. companies that
sell food bars and nutritional powders in the U.S. and overseas. It
focuses on bars and powders that serve the energy/sports nutrition,
diet/weight loss, body building and fortified/medical food markets.
Manufacturing is conducted through a total of three bar facilities
and one powder facility. Two of the bar facilities are located in
Montreal, Quebec with the other located in California. The powder
facility is located in Utah. Pro forma for the acquisition of Le
Groupe Multibar (Multibar), revenue for the twelve months ended
September 30, 2014 was approximately $543 million.

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



NEW LOUISIANA: Palm Terrace Debtors Assert PCO Unneccessary
-----------------------------------------------------------
SA-Lakeland, LLC, SA-Clewiston, LLC and SA-St. Petersburg, LLC (the
"Palm Terrace Debtors") say the appointment of a patient care
ombudsman is unnecessary under the circumstances of the cases, and
would be redundant to the safeguards and procedures already in
place.  As a result, the Palm Terrace Debtors say a PCO would be an
unnecessary administrative expense, and is not in the best
interests of creditors and other parties-in-interest.

                   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.


NII HOLDINGS: Wants Until April 13 to Decide on Headquarters Lease
------------------------------------------------------------------
NII Holdings, Inc., et al., ask the Bankruptcy Court to extend the
period to assume or reject their headquarters lease until April 13,
2015.  The 120-day period established by Section 365(d)(4)(A)
expires on Jan. 13, 2015 for the Original Debtors.  The Debtors
note that their failure to take any action to assume or reject the
headquarters lease or obtain an extension of the
assumption/rejection period would result in the headquarters lease
being deemed rejected.

                         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
$1.22 billion in assets and $3.068 billion in liabilities as of
the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured
creditors.

NII Holdings and its debtor-affiliates are represented byScott J.
Greenberg, Esq., and Michael J. Cohen, Esq., at JONES DAY.

Capital Group, one of the Backstop Parties, is represented by
Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and Lawrence
G. Wee, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP.

Aurelius, one of the Backstop Parties, is represented by Daniel H.
Golden, Esq., David H. Botter, Esq., and Brad M. Kahn, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP.

The Committee is represented by Kenneth H. Eckstein, Esq., and Adam
C. Rogoff, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP.


NNN 1818 MARKET STREET: 341(a) Meeting Set in Units' Bankr. Cases
-----------------------------------------------------------------
A meeting of creditors in the bankruptcy cases of NNN 1818 Market
Street 21, LLC (Case No. 15-10317) and NNN 1818 Market Street 37,
LLC (Case No. 15-10121), both are affiliates of NNN 1818 Market
Street 16, LLC, has been scheduled for Feb. 10, 2015, at 10:00 a.m.
at RM 5, 915 Wilshire Blvd., 10th Floor, in Los Angeles,
California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

NNN 1818 Market Street 16, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 15-10111) on Jan. 5, 2015.
The petition was signed by Gabor Csupo as manager.  The Debtor
estimated assets and debts of $10 million to $50 million.  John L.
Smaha, Esq., at Smaha Law Group serves as the Debtor's counsel.

Two of the Debtor's affiliates also sought bankruptcy protection on
Jan. 6, 2015.


NW VALLEY: Section 341(a) Meeting Scheduled for Feb. 12
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of NW Valley Holdings
LLC will be held on Feb. 12, 2015, at 3:00 p.m. at 341s - Foley
Bldg, Rm 1500.  Creditors have until May 13, 2015, to file their
proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

NW Valley Holdings LLC filed a Chapter 11 bankruptcy petition
(Bank. D. Nev. Case No. 15-10116) on Jan. 10, 2015.  The petition
was signed by Charles C. Reardon, senior managing director of
Asgaard Capital, LLC, as manager.  The Debtor disclosed assets of
$815,000 and liabilities of $428 million.  Judge August B. Landis
is assigned to the case.  Matthew C. Zirzow, Esq., at Larson &
Zirzow, LLC, serves as the Debtor's counsel.


OUTLAW RIDGE: Dismissal Requires Closing of Note Purchase
---------------------------------------------------------
U.S. Bankruptcy Judge K. Rodney May dismissed the Chapter 11 cases
of Outlaw Ridge, Inc. and Outlaw Ridge, LLC, subject to these
conditions:

   a) the closing of the note purchase agreement;

   b) payment of all administrative claims at the closing;

   c) the Debtors' filing of all operating reports through the date
of the closing, and

   d) payment of all U.S. Trustee quarterly fees through the date
of the closing.

The Debtors, in their motion, stated that the closing of the note
purchase agreement required the dismissal of these bankruptcy
cases.

On Dec. 18, the Debtors filed a consent and release noting that
Cadence Bank, N.A. required the Debtors to execute as a condition
precedent to closing on the note purchase agreement contemplated in
the Debtors' motion to dismiss cases.

The Debtors noted that DCR Mortgage VI Sub I, LLC, the purchaser,
entered on Dec. 10, 2014, into an agreement with Cadence Bank,
N.A., to acquire its loans to the Debtors.  The Debtors expect that
the purchaser will close on the note purchase agreement by no later
than Dec. 30, 2014.

As of the Petition Date, the Debtors owed approximately $4.2
million to Cadence Bank in connection with loans made to the
Debtors by Superior Bank, N.A.  On April 15, 2011, Superior Bank
was taken over by the Federal Deposit Insurance Corporation, which
subsequently sold the assets of Superior Bank to Cadence Bank.

The Court also ordered that once all conditions have been
satisfied, the Debtors will file a notify the Court, and all
interested parties that the conditions have been satisfied.  Upon
filing of the notice, the Court's dismissal of the Debtor's Chapter
11 will be final.

                        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.


PARADIGM EAST: Seeks Approval to Sell Real Property to AvalonBay
----------------------------------------------------------------
Paradigm East Hanover, LLC, has filed a motion seeking court
approval to sell a real property to AvalonBay Communities, Inc.

In its motion, the company proposed to sell the property located in
East Hanover, New Jersey, to AvalonBay for $5 million.  The
property will be sold "free and clear of liens, claims, interests
and encumbrances."

Although Paradigm East already entered into a sale contract with
AvalonBay, the company will still accept offers from other
interested buyers up until the hearing date on the motion.  A court
hearing is scheduled for Jan. 27.

Paradigm East previously received contingent offers for the
property ranging from $6 million to $9 million.  It also received
an email stating that a client was prepared to submit a $15
million, however, such offer was not formalized.  The company was
also concerned with the approval, timing and building issues with
each of these offers, according to court papers.

                        About Paradigm East

Paradigm East Hanover, LLC, sought Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 14-25017) in Newark, New Jersey,
on July 23, 2014.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), disclosed assets of between $10 million and $50 million,
and debt of less than $10 million.

The company is owned by entities held by Paradigm Capital Funding,
LLC.

The case is assigned to Judge Donald H. Steckroth.  Morris S.
Bauer, Esq., at Norris McLaughlin & Marcus, PA, in Bridgewater, New
Jersey, serves as counsel.


PASSAIC HEALTHCARE: Court Issues Joint Administration Order
-----------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey issued directing that the Chapter 11 cases
of Passaic Healthcare Services, LLC, Galloping Hill Surgical LLC,
and Allcare Medical SNJ LLC, are jointly administered with Case No.
14-36129.

                    About Passaic Healthcare

Based in Plainview, New York, Passaic Healthcare Services, LLC,
doing business as Allcare Medical, is a full service durable
medical equipment company specializing in clinical respiratory,
wound care and support services.  Passaic, which employs 200
individuals, has seven locations in New Jersey, New York and
Pennsylvania.

Passaic began operations in December 2010 after it acquired
substantially all of the assets of C&C Homecare, Inc., and
Extended Care Concepts through a bankruptcy sale under 11 U.S.C.
Sec. 363.  After acquiring 100% of the equity interests in
Galloping Hill Surgical, LLC, and Allcare Medical SNJ, LLC, Passaic
began using "Allcare Medical" as trade name for its entire
business, and discontinued marketing under the name C&C Homecare.

Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31,
2014.  The case is assigned to Judge Christine M. Gravelle.

The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas
Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono,
P.C., in West Orange, New Jersey, as counsel.

The Debtor estimated $10 million to $50 million in assets.

The Debtor's schedules of assets and liabilities and other
incomplete filings are due Jan. 14, 2015.  The Debtor's exclusive
period to propose a plan expires on April 30, 2015.


PLATFORM SPECIALTY: Moody's Confirms B1 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has confirmed Platform Specialty Product
Corporation's Corporate Family Rating ("CFR") at B1, revised the
outlook to negative, and lowered the Speculative Grade Liquidity
rating to SGL-3 from SGL-2. Moody's confirmed the B1 ratings on the
company's existing secured debt and assigned a B1 rating to a new
senior secured term loan that will rank pari passu with existing
secured debt. The new debt will be used to fund a portion of the
$3.51 billion acquisition of Arysta LifeScience Limited, parent of
Arysta LifeScience SPC, LLC (B2 stable), whose ratings will be
withdrawn upon completion of the transaction. These actions
conclude the review for downgrade initiated on October 20, 2014.

"Acquiring Arysta provides the centerpiece for Platform's new
agricultural business silo and adds to the companies size, global
reach, and business diversity, but the elevated valuation multiple
temporarily weakens credit metrics," said Lori Harris, Moody's
Analyst for Platform Specialty Product Corporation. "The negative
outlook reflects the high degree of integration risk, given that
recent acquisitions of Arysta, Agriphar and CAS have increased the
size of the company by nearly fourfold."

Ratings Assigned:

MacDermid Inc.

Senior Secured Term Loan -- B1, LGD3

MacDermid Agricultural Solutions Holdings BV

Senior Secured Term Loan -- B1, LGD3

Ratings Lowered:

Platform Specialty Products Corporation

Speculative Grade Liquidity Rating lowered to SGL-3 from SGL-2

Ratings Confirmed:

Platform Specialty Products Corporation

Corporate Family Rating -- B1

Probability of Default -- B1-PD

MacDermid Inc.

Senior Secured Revolver -- B1, LGD3

Senior Secured Term Loan -- B1, LGD3

MacDermid Agricultural Solutions Holdings BV

Senior Secured Term Loan -- B1, LGD3

Outlook, Negative

These ratings are subject to Moody's review of the final terms and
conditions of the proposed transaction. In particular, the ratings
assume that the proposed term loans will have the same guarantors
and share the same collateral as the existing notes, including: (i)
guarantees by all material domestic subsidiaries; (ii) a first lien
senior secured position in domestic fixed assets, accounts
receivables, and inventory, and (iii) that roughly $900 million of
incremental long term debt will be issued to fully fund the Arysta
acquisition.

Ratings Rationale

Platform's B1 CFR is constrained by the company's elevated pro
forma leverage (5.5x PF LTM September 30, 2014 and 5.0x including
synergies), the significant integration risks associated with three
recent acquisitions that have nearly quadrupled the size of the
company, and expectations of continued acquisition-driven growth,
as a result of the company's stated tactic of being an acquirer and
consolidator of specialty chemicals businesses globally.
Furthermore, the company's liquidity is pressured by increased
working capital demands from the new agricultural business silo,
debt costs, and integration expenses. The rating is supported by:
the improved size; increasingly diverse revenue stream; and strong
margins and cash flow generating capabilities of the combined
businesses, which benefit from geographic, operational, and product
diversity through its global footprint, with significant operations
in the US, Europe, and Asia. These factors lend stability to the
company's EBITDA generation compared to some peers in the chemical
and agricultural industries. (All ratios include Moody's Standard
Adjustments.)

The rating contemplates the recently acquired businesses of
Agriphar and AgroSolutions as well as the pending acquisition of
Arysta, which add a new business silo to Platform in the
agricultural chemicals business. Platform is acquiring the three
businesses for a combined cost of $5.0 billion with a combination
of debt and equity, where the equity contribution totals over $2.1
billion (over 40% of the acquisition value). While the equity
contribution is substantial, the size of the acquisitions relative
to the prior Platform businesses elevates integration risks.
Furthermore leverage will start out above management's stated net
leverage target of 4.5x, which will delay the return of metrics to
levels that fully support the rating, especially if the company
undertakes additional debt financed transactions in the second half
of 2015.

Supporting the rating is Platform's historic ability (through the
MacDermid legacy business) to generate positive free cash flow
throughout the business cycle and track record of improving margins
to levels reflective of specialty chemicals (above 15%). The legacy
company enjoys strong market positions in certain niche markets,
modest capital expenditure requirements, and has limited exposure
to volatile raw materials costs. The majority of Platform's raw
materials are not petrochemical-based, therefore, the company does
not experience the same cost vagaries as other chemical firms. The
rating also reflects Platform's exposure to cyclical end-markets
such as automotive, commercial packaging and consumer electronics
(printed circuit boards) through its Performance Materials and
Graphic Solutions segments. While this exposure will decline with
the addition of the AgroSolutions, Agriphar, and Arysta businesses,
the Performance Materials and Graphic Solutions segments will
continue to contribute approximately 25% of revenue.

Moody's expects the company to achieve the planned synergies by
2017 and reduce adjusted financial leverage to below 5.0x by the
end of 2015. The calculation incorporates $25 million of synergies,
and Moody's Standard Adjustments including the capitalization of
operating leases, debt attribution for the underfunded portion of
defined benefit pension plans, and debt treatment for convertible
preferred stock contingent liability. Including the aforementioned
adjustments, Moody's estimates pro forma adjusted financial
leverage near 5.5x (excluding synergies) and 5.0x (including
synergies) for the twelve months ended September 31, 2014. Moody's
expects meaningful seasonal revolving credit facility use, one-time
expenses associated with synergies, and the potential for more
acquisitions, but limited capex spending. Because cash flow
generation will be used to support interest expense and working
capital, which will be significantly higher as a result of the
Arysta transaction, incremental acquisitions could result in a
lower rating unless structured with equity such that pro forma
leverage is lowered.

The SGL-3 Speculative Grade Liquidity Rating indicates adequate
liquidity to support operations for at least the next four
quarters, with meaningful use of the revolving credit facility.
Moody's short-term liquidity assessment is supported by over $280
million of cash as of September 31, 0214, the $300 million
revolving credit facility, and local credit lines to support the
agricultural chemicals business. Moody's expects about $170 million
of revolver availability at the close of the Arysta acquisition.
Subsequently, Platform intends to draw on the revolver to fund
working capital for seasonal swings (approximately $500-700
million) related to its new agricultural chemicals businesses in
2015. The only financial covenant on the revolving facility, which
will be triggered as a result greater than 25% of the commitment
drawings, is a springing net first lien leverage ratio of 6.5x.
Moody's believes that the revolver is small for the size of the
company and the working capital needs of the agricultural chemicals
business, however the revolver is supplemented by local lines of
credit. The company has proposed $1.1 billion in term loans to fund
Arysta and has indicated that it will issue approximately $900
million in long term debt to fully fund the acquisition, thus it
will not need to access the $750 million bridge loan. In total,
Platform has raised over $1.33 billion from the issuance of equity,
$187 million in warrants, and $600 million in convertible preferred
stock to fund the three agricultural chemical acquisitions.
Platform's $600 million of convertible preferred stock has a
two-year mandatory convertible feature that requires the company to
deliver stock plus a cash payment if the stock price is below
$27.14 / share, such that the total conversion is no less than $600
million. As a result of this conversion feature a contingent
liability is added to Platform's debt obligation ($78 million as of
December 1, 2014). The firm has no material near-term debt
maturities and its 1% annual amortization payments total
approximately $25 million. The company is subject to an excess cash
flow sweep, which steps down once the first lien net leverage falls
below certain thresholds. The firm has low maintenance capital
expenditure requirements, which will increase following completion
of the acquisitions, but still remain relatively low. Platform does
not pay cash dividends, but has preferred equity, which pays
dividends in the form of common stock.

The negative outlook reflects the elevated risk of integrating
three companies (Agriphar, AgroSolutions, and Arysta) that increase
Platform's aggregate size by almost three times. The negative
outlook also incorporates Platform's elevated leverage, above 5.0x,
and Moody's expectation that Platform will seek to complete
additional acquisitions over the next 12 months. There is limited
upside to the rating at this time. Following a successful
completion and integration of Platform's acquisitions, the ratings
could be upgraded if leverage falls below 4.0x on a sustained basis
and the company demonstrates its ability to grow its sales and
generate significant free cash flow. Conversely, Platform's ratings
could be downgraded if its operating and credit metrics
deteriorate. Specifically, if leverage remains above 5.0x over the
next 12 to 18 months or if incremental acquisitions prevent the
meaningful reductions in leverage, Moody's would contemplate a
rating downgrade. The rating would be pressured if management
undertakes another sizable debt-financed acquisition in 2015, if
the company accelerates the pace of acquisitions such that debt
rises faster than EBITDA, or if there is no debt reduction between
acquisitions.

The principal methodology used in these ratings was Global
Commodity Merchandising and Processing Companies 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.

Headquartered in Miami, Florida, Platform Specialty Products Corp
(Platform) is a publicly-traded company founded by investors Martin
Franklin and Nicolas Berggruen in 2013. Platform's first
acquisition in 2013 was MacDermid Holdings, LLC, a global
manufacturer of variety of chemicals and technical services for a
range of applications and markets including; metal and plastic
finishing, electronics, graphic arts, and offshore drilling.
Platform is in the process of acquiring Arysta LifeScience Limited
for approximately $3.51 billion. Platform has already acquired
Chemtura Corporation's AgroSolutions business and Belgium-based
Group Agriphar Group agricultural chemical business, in levered
transactions valued at roughly $1 billion and $405 million,
respectively. Pro forma for the acquisitions, Platform's sales are
roughly $2.9 billion for the twelve months ended September 30, 2014
(LTM revenues of $755 million from Platform's existing business,
$461 million from AgroSolutions as of September 30, 2014, $171
million YE 2013 revenues from Agriphar, and $1.5 billion as of
September 30, 2014 for Arysta ).



PLATFORM SPECIALTY: S&P Assigns 'BB' Rating on $1.0BB Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating and '3' recovery rating to Platform Specialty
Products Corp.'s $1.0 billion term loan B.  The '3' recovery rating
on the term loan indicates S&P's expectation of meaningful recovery
(50% to 70%) in the event of a payment default.

S&P also assigned its 'BB-' issue-level rating and '5' recovery
rating to the company's proposed $500 million and EUR350 million
senior unsecured notes due 2022.  The '5' recovery rating indicates
S&P's expectation of modest recovery (10% to 30%) in the event of a
payment default.

At the same time, S&P affirmed its 'BB' corporate credit rating on
Platform.  The outlook is stable.  S&P also affirmed its 'BB'
issue-level rating on the company's existing senior secured debt,
including the upsized $300 million revolving credit facility and
the EUR80 million add-on term loan B.  The '3' recovery rating on
the existing senior secured debt remain unchanged.

"The stable outlook reflects our expectation that Platform will be
able to complete and integrate its crop protection chemicals
acquisitions successfully over the next year," said Standard &
Poor's credit analyst Seamus Ryan.  "We expect the company's
operating performance, cash flow generation, and financial policies
will support the rating."

S&P also believes the company's approach to funding growth will not
stretch credit measures beyond our expectations of debt to EBITDA
of 4x to 5x at the rating.  Even following any subsequent
acquisitions, S&P would expect the company to reduce pro forma debt
to EBITDA to this range within 12 months.

S&P could lower the ratings if additional debt funded acquisitions
result in further weakening of credit measures such that adjusted
pro forma leverage remains more than 5.0x, with no prospect of
improvement in the near term.  S&P could also lower ratings if
unexpected weakness in global demand or raw material cost pressure
leads to the inability to reduce pro forma debt to EBITDA of below
5.0x over the next year.

While less likely, S&P could raise the ratings if the company is
able to improve and maintain its debt to EBITDA below 3.0x.  This
scenario could occur if revenues and margins continue to grow and
the company uses excess cash to significantly reduce debt or if the
company establishes a track record of approaching growth spending
in a more conservative manner.



PRETTY GIRL: Salvatore LaMonica Appointed as Chapter 7 Trustee
--------------------------------------------------------------
U.S. Trustee William K. Harrington appointed:

         Salvatore LaMonica, Esq.
         LaMonica Herbst & Maniscalco, LLP
         3305 Jerusalem Avenue
         Wantagh, NY 11793
         Tel: (516) 826-6500
         Fax: (516) 826-0222

as interim trustee for the Chapter 7 case of Pretty Girl, Inc.
case.

The U.S. Trustee also requested that the 341(a) meeting be
scheduled for Feb. 26, 2015, at 11:00 a.m.

The amount of Mr. LaMonica's bond is covered by the bond of interim
trustees in Chapter 7 cases issued by Liberty Mutual Insurance
Company, which is on file with the Office.

On Dec. 23, 2014, the Court ordered that the Debtor's Chapter 11
case be converted to one under Chapter 7 of the Bankruptcy Code.

The Debtor requested that the Court convert its case stating that
it did not meet it projections.  It projected collections of $1.27
million from the stores on account of inventory purchases.  It
actually collected approximately $700,000.  The Debtor anticipated
a similar negative variance for the month of November.

The Debtor said that a Chapter 7 trustee will be able to
efficiently and effectively liquidate the Debtor's remaining
inventory, collect its receivables from the stores, and investigate
and pursue any Chapter 5 claims.

The Official Committee of Unsecured Creditors has objected to the
Debtor's motion for case conversion, stating that conversion of the
Chapter 11 case to Chapter 7 will likely result in the worst
possible outcome for unsecured creditors -- no recovery on their
claims.

The Committee requested for the (i) appointment of a Chapter 11
trustee; (ii) termination of the Debtor's authority to use cash
collateral; and the transfer of sufficient funds to fund the carve
out into escrow with its counsel.

                 Lease Decision Period Extension

Bankruptcy Judge Sean H. Lane extended until Jan. 28, 2015, the
Debtor's time to assume or reject an unexpired lease of
non-residential real property located at 1407 Broadway, Suite 2310
in
New York City.

As reported in the Troubled Company Reporter on Nov. 5, 2014, the
Debtor told the Court that it entered into a lease agreement with
1407 Broadway on Jan. 27, 2010, for the period March 1, 2010
through Aug. 31, 2015.  Under the agreement, monthly base rent
began at $14,531 and increased approximately $450 per month on an
annual basis.  The Debtor also was responsible for the payment of
additional rent consisting of a 0.382% proportionate share of,
among other things, real estate taxes, fuel, electric, cleaning,
and repair costs.

The Committee is represented by:

         James M. Sullivan, Esq.
         Christopher R. Gresh, Esq.
         MOSES & SINGER LLP
         The Chrysler Building
         405 Lexington Avenue
         New York, NY 10174
         Tel: (212) 554-7800
         Fax: (212) 554-7700

                        About Pretty Girl

Pretty Girl, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 14-11979) on July 2, 2014.  The petition was
signed by Albert Nigri as president.  The Debtor disclosed total
assets of $10.76 million and total liabilities of $12.27 million.
Rosen & Associates, P.C., acted as the Debtor's counsel.

The Official Committee of Unsecured Creditors tapped to retain
Wilk Auslander LLP as its conflicts counsel, CBIZ Accounting, Tax
& Advisory of New York, LLC and CBIZ, Inc. as its financial
advisors.


PSL-NORTH AMERICA: Wants Plan Filing Date Extended to April 13
--------------------------------------------------------------
PSL-North America LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to further extend their exclusive plan
filing period through and including April 13, 2015, and their
exclusive solicitation period through and including June 15, 2015.

According to the Debtors, they are now well-situated to evaluate
their financial standing in an effort to determine the most
appropriate resolution of their Chapter 11 cases.  The Debtors tell
the Court that they anticipate filing a Chapter 11 plan of
liquidation in the near future.  However, the Debtors say they
require additional time to complete the analysis.

A hearing on the Debtors' extension request is set for Feb. 11,
2015, at 10:00 a.m. (ET).  Objections are due Jan. 26.

                     About PSL-North America

Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes.  The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years.  The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.

On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code.  The
Debtors' cases have been assigned to Judge Peter J. Walsh.

The Debtors seek to have their cases jointly administered
for procedural purposes.

PSL-North America LL disclosed $93.3 million in assets and
$204 million in liabilities as of the Chapter 11 filing.  As of
the Petition Date, the company had total outstanding debt
obligations of $130 million, according to a court filing.

Proposed counsel for the Debtor are John H. Knight, Esq., Paul N.
Heath, Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and
William A. Romanowicz, Esq. at Richards, Layton & Finger, P.A.
of Wilmington, Delaware.   Epiq Bankruptcy Solutions serves as
claims agent.


QUIZNOS: Quiznos Names Doug Pendergast as CEO
---------------------------------------------
Tess Stynes, writing for The Wall Street Journal, reported that
sandwich chain Quiznos said President and Chief Executive Stuart
Mathis resigned to pursue other opportunities and will be succeeded
by restaurant industry veteran Doug Pendergast.

According to the report, the maker of toasted subs, which emerged
from Chapter 11 bankruptcy in June, said Mr. Pendergast’s
previous experience includes serving as CEO of the Krystal Co.
fast-food chain.

                          About Quiznos

Denver-based Quiznos -- http://www.quiznos.com/-- is a chain  
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The lead debtor, QCE Finance LLC, scheduled $737,000 in total
assets plus "undetermined amounts".  It scheduled $618 million
plus "undetermined amounts" as liabilities.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.

Quiznos' Plan of Reorganization was confirmed by the U.S.
Bankruptcy Court in Wilmington, Delaware on May 12, 2014.  The
company on July 1, 2014, disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11.


REVEL AC: Investor Aims to Bring Back Atlantic City
---------------------------------------------------
Tom Corrigan and Craig Karmin, writing for The Wall Street Journal,
reported that Glenn Straub, the Florida real-estate developer, who
recently acquired Revel AC LLC, has a $500 million plan to turn
blighted Atlantic City, New Jersey, into a family-friendly
destination includes a waterpark, Ferris Wheel, a man-made mountain
for skiing and snowboarding and a soccer franchise.

According to the report, he also aims to attract visitors from
around the world by expanding Atlantic City's airport and opening a
Revel university that would appeal to "geniuses" looking to solve
global problems like disease and nuclear-waste disposal.

                          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.


RIVERWALK JACKSONVILLE: Jan. 14 Hearing on Bid for Cash Use
-----------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on Jan. 14, 2015,
at 11:30 a.m., to consider Riverwalk Jacksonville Development,
LLC's motion for continued authorization to use cash collateral and
current adequate protection arrangement.

The essential terms of the continued use of cash collateral and
adequate protection arrangement are:

   -- a request for authority to continue to use Sabadell's and
U.S. Century's respective cash collateral interests in accordance
with the proposed budget, with a deviation limited to 10% per line
item, for ordinary costs and expenses of maintaining and preserving
the properties;

   -- as to U.S. Century Bank, because U.S. Century has a
substantial equity cushion in the Debtor's property subject to its
lien and is adequately protected by its equity cushion, a request
for authority to continue to provide maintenance and upkeep of the
properties, payment of real estate taxes, and timely payment of
U.S. Trustee fees as adequate protection to U.S. Century; and

   -- as to Sabadell Bank, a request for authority to continue to
provide maintenance and upkeep of the properties, escrow payments
of real estate taxes, and timely payment of U.S. Trustee fees as
adequate protection to Sabadell, plus: (a) continued payment and
delivery of Charthouse restaurant rents directly to Sabadell in the
amount of $5,095 per month; (b) payment to Sabadell of real estate
taxes on the property by Charthouse pursuant to its lease
obligation to pay real estate taxes; (c) payment of $5,000 per
month to Sabadell by the Debtor on the 28th day of each month, to
be held by Sabadell in escrow and applied by Sabadell (along with
the Charthouse payment of real estate taxes) to the 2015 real
estate tax obligation; (d) payments of $5,000 per month to Sabadell
by the Debtor on the 28th day of each month as and for additional
adequate protection.

The Debtor relates that it has filed its Plan of Reorganization and
Disclosure Statement and the negotiations which are described in
the Disclosure Statement are being reduced to contract.  The
Disclosure Statement approval hearing is also scheduled for
Jan. 14, at 11:30 a.m.

              About Riverwalk Jacksonville Development

Riverwalk Jacksonville Development, LLC, owns four parcel of real
property located in areas surrounding the Wyndham Hotel and
Convention Center. The properties comprise approximately 10.4
acres and constitute prime downtown commercial space. The
occupants of the area are a Chart House restaurant, various office
building and parking amenities.

Three of the four properties are encumbered to Sabadell and U.S.
Century Bank. There is, in fact, substantial equity in all of the
properties.

Riverwalk Jacksonville Development filed a Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 14-19672) on April 28, 2014, in Miami.
The Debtor estimated assets of at least $10 million and debts of at
least $1 million.  Geoffrey S. Aaronson, Esq., at Aaronson Schantz
P.A. serves as the Debtor's counsel.  Judge Laurel M Isicoff
oversees the case.

To fund the Plan, the Debtor contemplates a transaction which will
generate sufficient funds on the Effective Date, to either pay all
Allowed Claims in full or to pay all Allowed Claims in full with
the exception of Sabadell and U.S. Century, whose debts will be
cured on the Effective Date.  The transaction will be sufficient as
well to generate funds sufficient to satisfy approved
administrative expenses on the Effective Date.


RODNEY WEIDENBENNER: Admin. Freeze Violates Stay, NY Court Rules
----------------------------------------------------------------
Chief Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York, in the Chapter 7 cases involving two
individuals, ruled in December that the administrative freeze on
the Debtors' bank accounts by Wells Fargo Bank, N.A., violated the
automatic stay, the turnover provisions of the Bankruptcy Code do
not excuse the violation, and the Debtors have standing to
prosecute the violation and are entitled to actual damages.

The Debtors -- Rodney Wayne Weidenbenner and Michele Ann
Weidenbenner -- filed for Chapter 7 relief on March 7, 2014.  At
the time of filing, the Debtors had four deposit accounts at Wells
Fargo.  In the petition, the Debtors claimed as exempt the total
amount of the balances in the bank accounts pursuant to  Section
522(d)(5) of the Bankruptcy Code.  A few days after the Petition
Date, Wells Fargo placed an "administrative pledge" on all four of
the Debtors' accounts in the aggregate amount of $6,923.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Judge Morris, in her opinion, disagreed with a
decision handed down in late August by the U.S. Ninth Circuit Court
of Appeals in San Francisco which reasoned there was no stay
violation resulting from a bank freeze.

Where the Ninth Circuit said there was no stay violation in the
first 30 days because the account then belonged to the estate not
to the bankrupts, Judge Morris said that Section 542(k) gives an
individual damages for "any willful violation of the stay," the
report related.

The case is In re Rodney Wayne Weidenbenner and Michele Ann
Weidenbenner, Case No. 14-35443 (Bankr. S.D.N.Y.).  A full-text
copy of Judge Morris' Decision dated Dec. 12, 2014, is available at
http://bankrupt.com/misc/WEIDENBENNER1212.pdf


RONALD DEMASI: State Court Liability Not Dondischargeable
---------------------------------------------------------
Bankruptcy Judge Michael G. Williamson granted the request for
summary judgment filed by Dr. Ravi Kondapalli, by and on behalf of
Gulf Coast Digestive Health Center, PL, seeking a determination
that debtor Dr. Ronald DeMasi's state court liability is
nondischargeable as a matter of law.  

In December 2012, a Florida state court determined that Dr. DeMasi
was liable for defrauding Gulf Coast.

Judge Williamson held that Bankruptcy Code Sec. 523(a)(2)(A)
provides that a discharge under the Bankruptcy Code does not
discharge a debtor from liability for money, property, services, or
credit obtained by fraud.

A copy of the Court's January 9, 2015 Memorandum Opinion and Order
is available at http://is.gd/7PDae6from Leagle.com.

Counsel for Plaintiff are:

     Zala L. Forizs, Esq.
     MCINTYRE, PANZARELLA, THANASIDES, ET AL.
     501 East Kennedy Blvd., Suite 1900
     Tampa, FL 33602
     Tel: 844-511-4800
     E-mail: zala@mcintyrefirm.com

          - and -

     Stuart J. Levine, Esq.
     Heather A. DeGrave, Esq.
     WALTERS, LEVINE, KLINGENSMITH & THOMISON
     1819 Main Street Suite 1110
     Sarasota, FL 34236
     E-mail: slevine@walterslevine.com
             hdegrave@walterslevine.com

Counsel for Defendant are:

     David S. Jennis, Esq.
     Kathleen L. DiSanto, Esq.
     JENNIS & BOWEN, P.L.
     400 North Ashley Drive #2540
     Tampa, FL 33602
     Tel: (813) 229-1700

Ronald W. DeMasi and Susan J. DeMasi filed for Chapter 11
bankruptcy (Bankr. M.D. Fla. Case No. 13-08406) on June 26, 2013.


SEVEN COUNTIES: Seeks Approval of NextGen Settlement
----------------------------------------------------
Seven Counties Services, Inc., asks the Bankruptcy Court to approve
a compromise and settlement of claims with NextGen Healthcare
Information Systems, LLC (as successor-in-interest to NextGen
Healthcare Information Systems, Inc.) and its parent Quality
Systems, Inc.

On Sept. 16, 2011, the parties entered into a Software License &
Services Agreement for NextGen to supply and install certain
electronic health record software for use by Seven Counties in its
behavioral health operations.  On June 28, 2013, Seven Counties
filed a motion to reject the License as an executory contract.  On
July 1, 2013, the Bankruptcy Court granted the motion to reject the
license.

On Jan. 16, 2014, Seven Counties filed an adversary action against
NextGen, stating claims against NextGen for fraudulent transfer,
breach of the license and the implied covenant therein, fraud,
negligent misrepresentation, and quasi-contract.

In this relation, Seven Counties requests that the Court approve
the settlement and release agreement.  Pursuant to the settlement
agreement, NextGen will pay Seven Counties a sum of $200,000 within
ten business days after the approval of the settlement motion in
full satisfaction of the claims by and between Seven Counties and
NextGen, in exchange for a mutual general release.  

The exact amount of the payment is redacted from Exhibit A. NextGen
would not be willing to conclude the settlement if the precise
amount were required to be made public.  Given that Seven Counties
plans to pay all allowed claims in full in accordance with a
pending plan of reorganization.

                     About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013.
The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.

The petition was signed by Anthony M. Zipple as president/CEO.
The Debtor scheduled assets of $45,603,716 and scheduled
liabilities of $232,598,880.

Judge Joan A. Lloyd presides over the case.  David M. Cantor,
Esq., Neil C. Bordy, Esq., Charity B. Neukomm, Esq., Tyler R.
Yeager, Esq., and James E. McGhee III, Esq., at SEILLER WATERMAN
LLC, serve as counsel to the Debtor.  Bingham Greenebaum Doll LLP
and Wyatt, Tarrant & Combs LLP have been retained by the Debtor as
special counsel.  Hall, Render, Killian, Heath & Lyman, PLLC, is
special counsel to represent and advise it in the implementation
of its new software system.

Peritus Public Relations, LLC, has been tapped to provide public
relations and public affairs support in Kentucky.

Fifth Third Bank, the cash collateral lender, is represented by
Brian H. Meldrum, Esq., at STITES & HARBISON PLLC; and Robert C.
Goodrich, Jr., Esq., at STITES & HARBISON PLLC.


SIFCO SA: Gets Approval of Deal With BNY Mellon, Noteholders
------------------------------------------------------------
U.S. Bankruptcy Judge Robert Gerber approved an agreement entered
into by Sifco S.A.'s foreign representative, The Bank of New York
Mellon and the ad hoc committee representing senior secured
noteholders.  

The agreement allows BNY Mellon to use the funds deposited in a
so-called Debt Service Reserve Account to pay those fees and
expenses incurred in connection with Sifco's Chapter 15 case    and
judicial reorganization in Brazil.

BNY Mellon is also allowed to establish a reserve in a segregated
account for the payment of fees and expenses it will incur in the
future.  What is left after the establishment of the reserve will
be distributed to certain holders of senior secured notes
previously issued by Sifco.

The current balance of the Debt Service Reserve Account is more
than $8.6 million, according to court filings.  

A copy of the agreement is available without charge at
http://is.gd/HTkuvI

                          About SIFCO SA

Brazilian company SIFCO SA began its operations in 1958, and today
it believes that it is the sole producer and supplier of front
axles and I-beams for trucks and buses in South America.  SIFCO's
management and engineers are located outside Sao Paulo, Brazil in
the City of Jundiai, Brazil, where the Company also maintains
manufacturing and foundry facilities.

In the 1960s, SIFCO was dedicated to supplying the then-recently
created domestic Brazilian automotive industry. Eventually, SIFCO
began producing high technology forging components in compliance
with the most comprehensive requirements of several automotive
industry segments, such as tractors and agricultural machines,
among others.

SIFCO commenced a bankruptcy restructuring in Brazil on April 22,
2014.  A day later, on April 23, it filed a Chapter 15 petition in
U.S. Bankruptcy Court (Bankr. S.D.N.Y. Case No. 14-11179) in
Manhattan, New York.

SIFCO distributes products in the U.S. through Westport Axle
Corp., which was a subsidiary until it was sold in late 2013.  The
petition shows assets of less than $500 million and debt exceeding
$500 million.  SIFCO has $75 million outstanding on senior secured
notes with Bank of New York Mellon Corp. as agent.

SIFCO is owned by Sifco Metals Participacoes S.A. which is a
privately owned company.

SIFCO is represented in the U.S. proceedings by Duane Morris LLP,
in New York.


SOURCE HOME: Exclusive Solicitation Period Extended to April 21
---------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware extended Source Home Entertainment, LLC, et al.'s
exclusive plan filing period through and including Feb. 18, 2015,
and their exclusive solicitation period through and including April
21, 2015.

The Debtors have filed a Chapter 11 plan of liquidation and an
explanatory disclosure statement, which will allow the Debtors to
wind down and distribute their assets to creditors in a timely
manner.  The Debtors, however, need more time to continue to work
with their lenders and the Official Committee of Unsecured
Creditors to reach a global agreement on the complex issues that
are crucial to the confirmation of the Debtors' Plan, Ryan M.
Bartley, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, tells the Court.

Judge Gross on Jan. 12, 2015, approved the Debtors' disclosure
statement and scheduled a hearing on Feb. 20, 2015, at 9:00 a.m.
(ET) to consider confirmation of the Debtors' plan.

                About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.  Source Interlink Distribution, LLC
disclosed $82,729,238 in assets and $104,521,951 in liabilities.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
Stephen Dube has been designated by the Debtors to act as chief
restructuring officer and Joshua Korsower to act as chief
financial officer.

The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors.  The
Committee is represented by Lowenstein Sandler LLP, and Duane
Morris LLP.  The Committee tapped PricewaterhouseCoopers LLP as
its financial advisor.


SOURCE HOME: Plan Confirmation Hearing Set for Feb. 20
------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware on Jan. 12, 2015, approved Source Home Entertainment, LLC,
et al.'s disclosure statement and scheduled a hearing on
Feb. 20, 2015, at 9:00 a.m. (ET) to consider confirmation of the
Debtors' Chapter 11 liquidation plan.

The plan proposes to give less than 1% to holders of general
unsecured claims.  Holders of Other Priority Claims, Other Secured
Claims, and Revolving Credit Claims will recover 100% of their
allowed claim amount.

On the effective date, the General Unsecured Claims Reserve will be
funded from the GUC Reserve Funding Source with $4.5 million,
subject to certain adjustments.

A key component of the Plan is the Sale Transaction.  Prior to the
Petition Date, the Debtors engaged in arm's-length negotiations
with the Term Loan Lenders regarding a potential sale of
substantially all of the assets of the Retail Display Business.
These negotiations culminated with the execution of the asset
purchase agreement, dated June 22, 2014, by and among the Debtors
and Cortland Capital Market Services LLC.  An auction for the
Debtors' assets was not pushed through because no qualified bid,
aside from Cortland's, was received by the Sept. 12, 2014,
deadline despite the Debtors' best efforts.  Accordingly, the sale
transaction contemplated by the Cortland Purchase Agreement was
the successful bid.

Pursuant to the Purchase Agreement, the Purchaser will credit bid
$24 million of its secured claims under the Term Loan Facility in
exchange for substantially all of the assets comprising the Retail
Display Business and $4 million in cash and cash equivalents,
subject to certain adjustments.  The Purchaser will also assume
certain material liabilities in connection with the Retail Display
Business, including certain cure obligations and employee- and
payroll-related liabilities.

Deadline to file objections to the confirmation of the Plan and
submit votes to accept or reject the Plan is Feb. 13.  Deadline to
file voting report is Feb. 17.

Blacklined versions of the Plan and Disclosure Statement dated Jan.
9, 2015, are available at:

          http://bankrupt.com/misc/SOURCEHOMEds0109.pdf

                About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.  Source Interlink Distribution, LLC
disclosed $82,729,238 in assets and $104,521,951 in liabilities.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
Stephen Dube has been designated by the Debtors to act as chief
restructuring officer and Joshua Korsower to act as chief
financial officer.

The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors.  The
Committee is represented by Lowenstein Sandler LLP, and Duane
Morris LLP.  The Committee tapped PricewaterhouseCoopers LLP as
its financial advisor.


STW RESOURCES: Needs Additional Financing to Fund Operations
------------------------------------------------------------
STW Resources Holding Corp. filed its quarterly report on Form
10-Q, disclosing a net loss of $5.31 million on $4.8 million of
revenue for  the three months ended Sept. 30, 2014, compared with
net income of $2.38 million on $147,617 of revenue for the same
period last year.

The Company's balance sheet at Sept. 30, 2014, showed
$4.09 million in total assets, $22.3 million in total liabilities,
and  a stockholders' deficit of $18.2 million.

The Company incurred a net loss of $11.6 million during the nine
months ended Sept. 30, 2014, and losses are expected to continue in
the near term.  The accumulated deficit since inception is $36.0
million at Sept. 30, 2014.  The Company has been funding operations
through private loans and the sale of common stock in private
placement transactions.  Its cash resources are insufficient to
meet planned business objectives without additional financing.
These and other factors raise substantial doubt about its ability
to continue as a going concern, according to the regulatory
filing.

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

                        http://is.gd/OYtWHk

Based in Midland, Texas, STW Resources Holding Corp. provides
customized water reclamation services in the United States.  The
company conducts its operations through Water Reclamation Services,
and Oil and Gas Services segments.  It utilizes water reclamation
technologies to reclaim fresh water from contaminated oil and gas
hydraulic fracture flow-back salt water that is produced in
conjunction with the production of oil and gas.


SUNTECH AMERICA: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Suntech America, Inc., (Bankr. D. Del. Case No. 15-10054) and
Suntech Arizona, Inc. ((Bankr. D. Del. Case No. 15-10056) filed for
Chapter 11 bankruptcy protection on Jan. 12, 2015.  The petitions
were signed by Robert Moon, chief restructuring officer.  Judge
Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., Paul Noble Heath, Esq., William A.
Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors' bankruptcy counsel.

Upshot Services LLC is the Debtors' claims and noticing agent.

Suntech Group Chief Restructuring Officer Robert Moon said in court
documents that Suntech America was forced to file for bankruptcy
due to "a rapid decrease in the price of solar panels due to an
expansion of Chinese solar panel manufacturing capacity."

Michael Bathon at Bloomberg News relates that the U.S. government's
effort to bolster the domestic solar industry by imposing tariffs
on foreign products hurt Suntech America, and the sale of Wuxi
Suntech crippled its manufacturing ability, forcing the Suntech
Group to shift to selling and distributing.

The Debtors estimated their assets at between $100 million and $500
million, and their debts at between $100 million and $500 million.
Court documents show that Wuxi Suntech Power Co. is the largest
unsecured creditor, owed about $143.9 million for a former
inter-company claim.

Headquartered in San Francisco, California, Suntech America, Inc.,
aka Suntech Power, an affiliate of Wuxi, China-based Suntech Power
Holdings Corp., was the main operating subsidiary of the Suntech
Group in the Americas and its primary business purpose was acting
as an intermediary for marketing, selling and distributing Suntech
Group manufactured products.


SWEPORTS LTD: 7th Cir. Says Bankr. Court Must Rule on Fee Request
-----------------------------------------------------------------
A three-judge panel of the United States Court of Appeals, Seventh
Circuit, reversed and remanded a bankruptcy court ruling that
denied the request for award of fees in the bankruptcy case of
Sweports Ltd.

The case is a direct appeal from the bankruptcy court for the
Northern District of Illinois.  The question it presents is the
authority of a bankruptcy judge to make an award of fees after
dismissal of the bankruptcy proceeding and the consequent revesting
of the assets of the debtor's estate in the debtor.

The fees in question are sought by the counsel (Neal L. Wolf) for,
and a financial advisor (Pierre Benoit, whom Wolf also represents)
to, the Official Committee of Unsecured Creditors in the case.
Wolf has been a member of two law firms during this litigation.
Benoit's financial advisory firm, Pierre Benoit & Associates, are
also parties to the appeal, but seek no additional relief and can
therefore be ignored.

The bankruptcy judge denied the awards on the ground that, the
bankruptcy having been dismissed, he had no jurisdiction to make
such awards. He reasoned that the awards could be paid only out of
the assets of the debtor's estate, and there were no such assets
now that the bankruptcy had been dismissed and consequently all the
assets of the debtor's estate had been returned to the debtor.

According to the Seventh Circuit, there is a critical difference,
missed by the bankruptcy judge, between determining an entitlement
to fees and ordering payment of fees.

Wolf's final fee request sought a total of more than $1.13 million
-- plus some $100,000 in fees and expenses for Benoit, the
financial consultant whom Wolf was and is representing.

"The bankruptcy judge refused to issue such an order not because he
thought Wolf's claim to the rest of the fee without merit, but
because he thought that having dismissed the bankruptcy he had no
authority to issue any further order relating to it. There was no
longer a debtor in possession, no longer a debtor's estate in
bankruptcy, no longer any assets under the control of the
bankruptcy court, and therefore, he decided, no possible relief
that he could grant Wolf. That was incorrect. It's true that with
the bankruptcy dismissed the bankruptcy judge could no longer
disburse assets of the debtor's estate to anyone; it had no assets;
it was defunct. But the judge could determine that Wolf had a valid
claim to a fee in the amount he was seeking. Such a ruling would
create a debt of Sweports to Wolf, and if Sweports refused (as Wolf
expects it would) to pay, he could, like any other creditor, sue
Sweports in state court," the Seventh Circuit said.

A copy of the Seventh Circuit's January 9, 2015 decision is
available at http://is.gd/EyDpKKfrom Leagle.com.

                          About Sweports

Sweports, Ltd., owns patents and a subsidiary called UMF
Corporation that manufactures antimicrobial cleaning products; UMF
apparently is Sweports' principal asset.  An involuntary Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-14254) was filed against
Sweports, Ltd., based in Skokie, Illinois, on April 9, 2012.

Sweports, Ltd., is represented by Ariel Weissberg at Weissberg &
Associates, Ltd.  The creditors who signed the involuntary petition
are Michael J. O'Rourke, Michael C. Moody and John A. Dore,
judgment creditors who assert they are each owed $345,000.  Neal L.
Wolf, Esq., at Neal Wolf & Associates, LLC, represents the
petitioning creditors.  On Nov. 21, 2012, the Court entered an
Order for Relief in the case.

Since then, Sweports has been managing its assets as a debtor-in-
possession.  Judge A. Benjamin Goldgar is presiding over the case.

On Dec. 12, 2012, the Office of the United States Trustee for the
Northern District of Illinois appointed these creditors to serve
on the Committee: Lee N. Abrams, John A. Dore, Michael C. Moody,
Michael O'Rourke and Perkaus & Farley, LLC. Mr. Moody is the
Chairperson.  The Committee retained Neal Wolf & Associates, LLC,
as counsel.

Both Sweports and the Official Committee filed plans of
reorganization. The bankruptcy judge rejected the plans. The U.S.
Trustee then moved that Sweports' bankruptcy either be converted
from Chapter 11 to Chapter 7 (liquidation) or dismissed. Neither
Sweports nor the creditors favored conversion, and so the
bankruptcy judge dismissed the bankruptcy.


TTM TECHNOLOGIES: S&P Retains 'BB' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Costa
Mesa, Calif.-based TTM Technologies Inc. remain on CreditWatch with
negative implications, where S&P had placed them on Sept. 22, 2014.
The ratings include the 'BB' corporate credit rating on TTM and
'BB' issue-level rating on the company's senior unsecured debt.

"We expect to lower the corporate credit rating on TTM to 'B+' rom
'BB' and remove it from CreditWatch after the company's
acquisitions of Viasystems Group Inc. Closes," said Standard &
Poor's credit analyst Christian Frank.  "We would also lower our
issue-level rating on the company's senior unsecured convertible
notes (which will remain part of the new capital structure) to
'B-' from 'BB' and revise the recovery rating to '6' from '4'." The
'6' recovery rating would indicate S&P's expectation for negligible
recovery (0%-10%) in the event of payment default.

S&P is assigning its 'B+' issue-level rating and '3' recovery
rating to TTM's proposed $765 million senior secured term loan due
2022.  The '3' recovery rating indicates S&P's expectation for
meaningful recovery (50%-70%; at the higher end of the range) in
the event of payment default.

S&P expects the company to use the debt proceeds to fund the cash
portion of the purchase price, to refinance debt at both companies,
and to pay fees related to the acquisition.

The prospective downgrades reflect leverage in the mid-4x area pro
forma for the acquisition (but excluding management's cost saving
adjustments) as of Sept. 29, 2014, which represent an increase from
actual leverage of 3.3x.  Although S&P believes TTM will benefit
from the increased scale, improved end-market and customer
diversity, and cost-saving opportunities, S&P's assessment of the
company's business risk profile as "weak" remains unchanged because
of the fragmented and competitive environment in which it operates,
cyclical demand, and wage pressures, particularly in its Asian
factories.

S&P will monitor developments related to the proposed acquisition,
including required regulatory approvals, and resolve the
CreditWatch placement after the transaction closes.  "We will lower
the rating to 'B+' from 'BB' if TTM completes the transaction and
finances it as we expect," said Mr. Frank.  "If TTM does not
complete the acquisition, we will review our expectations for the
company's operating performance and its financial risk profile
before resolving the CreditWatch."



UNITEK GLOBAL: Exits Chapter 11, Appoints Interim CEO
-----------------------------------------------------
UniTek Global Services on Jan. 13 disclosed that it has emerged
from chapter 11.  UniTek emerges with significantly less debt,
supportive customers and vendors, and a focused strategy to provide
infrastructure services to the satellite television, broadband
cable, wireless telecommunications, transportation and public
safety industries through its highly-skilled technical workforce.
The Company also appointed John Haggerty to the position of interim
Chief Executive Officer.  Mr. Haggerty will succeed Rocky Romanella
who successfully steered the Company through the chapter 11
process.

Mr. Haggerty brings 25 years of experience leading companies across
a range of industries including extensive experience in the
construction and distribution sectors.  Known for his hands-on
style, he will be focused on maximizing the performance of UniTek's
existing business lines and identifying areas for profitable
growth.

UniTek is now majority-owned by New Mountain Finance Corporation
and entities managed by Littlejohn & Co., LLC, both of whom have
extensive private equity expertise, as well as deep relationships
in the specialty contracting and fulfillment services industries.

Under the Plan of Reorganization, which was confirmed by the U.S.
Bankruptcy Court for the District of Delaware on January 5,
New Mountain Finance Corporation, Littlejohn and the Company's
other lenders invested new capital to support the Company's
recapitalization and all valid unsecured claims were either paid in
full or assumed in the ordinary course of business and left
unimpaired.  Additionally, the Company reduced the par amount of
its existing secured debt by over 40% through a debt-for-equity
"swap" and achieved a substantial interest rate reduction on its
remaining debt.

Through the efforts of all constituents, the Company emerges from
bankruptcy within the timeframe announced when it filed its
voluntary petition on November 3, 2014.  Throughout the chapter 11
process, UniTek fully honored all commitments to employees,
customers and suppliers while managing day-to-day operations as
usual.

                   About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

On Nov. 3, 2014 UniTek Global and nine subsidiary companies filed
petitions in the United States Bankruptcy Court for the District of
Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code.  The Debtors are seeking to have their cases
jointly administered for procedural purposes, with pleadings to be
maintained on the case docket for UniTek Global Services, Inc.,
Case No. 14-12471.

The Debtors have tapped Morgan, Lewis & Bockius LLP as counsel;
Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; Miller
Buckfire & Co. LLC, as financial advisor; Protiviti Inc., and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.

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

UniTek Global reported a net loss of $52.07 million on $472 million
of revenues for the year ended Dec. 31, 2013, as compared with a
net loss of $77.7 million on $438 million of revenues in 2012.

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


VALUE PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Value Properties, Inc.
        2720 Des Plaines Rd., Suite 34
        Des Plaines, IL 60018

Case No.: 15-00856

Chapter 11 Petition Date: January 12, 2015

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Jacqueline P. Cox

Debtor's Counsel: Ben L Schneider, Esq.
                  SCHNEIDER & STONE
                  8424 Skokie Blvd., Suite 200
                  Skokie, IL 60077
                  Tel: 847-933-0300
                  Fax: 847-676-2676
                  Email: ben@windycitylawgroup.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alan Washer, president.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb15-00856.pdf


VALUESETTERS INC: Has Insufficient Cash to Fund Operations
----------------------------------------------------------
Valuesetters Inc. filed its quarterly report on Form 10-Q,
disclosing a net income of $167,000 on $39,800 of revenue for  the
three months ended Oct. 31, 2014, compared with a net loss of
$4,880 on $1,420 of revenue for the same period last year.

The Company's balance sheet at Oct. 31, 2014, showed $1.85 million
in total assets, $2.27 million in total liabilities, and a
stockholders' deficit of $421,000.

The Company has sustained recurring losses from its continuing
operations and as of Oct. 31, 2014, had negative working capital of
$576,000 and a stockholders' deficit of $421,000.  In addition, the
Company is unable to meet its obligations as they become due and
sustain its operations.  The Company believes that its existing
cash resources are not sufficient to fund its continuing operating
losses, capital expenditures, lease and debt payments and working
capital requirements.

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

                        http://is.gd/rSPbiE

Naugatuck, Conn.-based Valuesetters Inc. operates as an Internet-
based game company.  It operates chess.net, which allows
subscribers to play ranked chess games against international
competitors worldwide.  The company also focuses on the digital
delivery of games, apps, movies, and music through its mobile
content delivery platform.


VILLAGE AT NIPOMO: Claims Paid; Case Dismissed
----------------------------------------------
Bankruptcy Court Alan M. Ahart dismissed the Chapter 11 case of The
Village at Nipomo, LLC.

According to the dismissal order, the U.S. Trustee will have
judgment for any unpaid fees.

Interest holder and party-in-interest Edwin F. Moore responded to
the Debtor's answer to the Court's Nov. 26, 2014 order to show
cause why the case must not be dismissed or converted to a case
under Chapter 7, stating that since all members of the Debtor LLC
agree that the case should be dismissed, it should be.

The majority of the members said that only four claims were filed
in the case, and all the claims have been paid or satisfied.

                   About Village at Nipomo

The Village at Nipomo, LLC, operator of a shopping center in Tefft
and Mary Streets, in Nipomo, California, sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013.

The company sought bankruptcy protection following efforts by
Pacific Western Bank to appoint a receiver for the Debtor's
commercial shopping center known as "The Village at Nipomo".

VAN LLC was formed by Edwin F. Moore, who is currently a member of
the Debtor, holding a 25 percent interest in the company.  Edwin
Moore and Carolyn W. Moore earlier filed a separate Chapter 11
petition (Case No. 12-15817).  The Debtor disclosed $11.8 million
in
assets and $9.65 million in liabilities as of the Chapter 11
filing.
The Debtor is represented by Illyssa I. Fogel, Esq., at Illyssa I.
Fogel & Associates.


WATSON SERVICES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Watson Services, Inc.
        47 Grand Street
        Newburgh, NY 12550

Case No.: 15-35048

Nature of Business: Food service

Chapter 11 Petition Date: January 13, 2015

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

Judge: Hon. Cecelia G. Morris

Debtor's Counsel: Mike Pinsky, Esq.
                  HAYWARD, PARKER, O'LEARY & PINSKY
                  225 Dolson Ave, Suite 303
                  PO Box 929
                  Middletown, NY 10940-0929
                  Tel: 845-343-6227
                  Fax: 845-343-1927
                  Email: hpoplaw@gmail.com

Total Assets: $1.10 million

Total Liabilities: $2.52 million

The petition was signed by Frederick A. Watson, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb15-35048.pdf


WMK PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: WMK Properties, Inc.
        PO Box 3243
        Palm Beach, FL 33480

Case No.: 15-10576

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 12, 2015

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

Judge: Hon. Paul G. Hyman, Jr.

Debtor's Counsel: Joe M. Grant, Esq., Esq.
                  MARSHALL SOCARRAS GRANT, P.L.
                  197 S. Federal Hwy #300
                  Boca Raton, FL 33432
                  Tel: (561) 3611000
                  Fax: 561.672.7581
                  Email: jgrant@msglaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Frederick J. Keitel, III, president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb15-10576.pdf


XTREME POWER: Goes to Feb. 5 Plan-Approval Hearing
--------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a bankruptcy judge in Texas approved the
disclosure statement explaining Xtreme Power Inc.'s liquidating
Chapter 11 plan and scheduled a Feb. 5 hearing to consider
confirmation of the same plan.

As previously reported by The Troubled Company Reporter, the Plan
provides that the assets of the Debtors' estates will fund the plan
trust that will in turn pay allowed administrative claims and then
make certain distributions in accordance with the terms of a
mediated settlement agreement.  The distributions will be based on
the allocation of sales proceeds from sales of the Debtors' assets
and litigation rights.  The Plan appoints Angelo A. DeCaro, Jr., to
serve as plan trustee for the plan trust.

                       About Xtreme Power

Founded in November 2006, Xtreme Power Inc. and its affiliates
designed, installed, and monitored energy storage and power
management systems.  Xtreme Power was headquartered in Kyle,
Texas, with operations throughout the U.S.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.

The Debtors have tapped Shelby A. Jordan, Esq., at Jordan, Hyden,
Womble, Culbreth & Holzer, P.C., as bankruptcy counsel.  The
Debtors engaged Gordian Group, LLC, as investment banker and
financial advisor.  In addition, Baker Botts LP is serving as
special counsel for transactions; Bracewell & Giuliani LLP is
special counsel for certain litigation matters; Griggs & Spivey is
special Counsel for the ECI litigation; Fish & Richardson P.C. is
special counsel for patents and trademarks; and The Wenmohs Group
has been tapped tax returns

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.

The Creditors' Committee is represented by Eric J. Taube, Esq.,
Mark C. Taylor, Esq., and Morris D. Weiss, Esq., at Hohmann, Taube
& Summers, LLP, in Austin, Texas.

Younicos was the winning bidder at an auction with a $14 million
for the substantially all of the assets of the Debtors.  The Court
approved the sale by Order dated April 11, 2014, and the
transaction closed on April 14, 2014.  Upon consummation of the
sale to Younicos all the Debtors employees were hired by Younicos.


[*] Bankruptcies in San Antonio, Texas Drop Almost 10% in 2014
--------------------------------------------------------------
Patrick Danner, writing for Expressnews.com, reports that consumer
and business bankruptcy filings in the San Antonio division of the
U.S. Bankruptcy Court for the Western District of Texas dropped
almost 10% to 3,161, from the 3,500 recorded in 2013.  

Expressnews.com relates that consumer Chapter 7 filings in the San
Antonio dropped 12.5% in 2014 to 1,317, from 2013, while Chapter 13
filings declined 7.6% to 1,785 in 2014, from 2013.

South Central Texas had the second-lowest number of bankruptcy
filings in 2014 since the court clerk's office started tracking
filings in 1996, Expressnews.com says.  The report states that 2014
marked the fifth consecutive year that filings have fallen in the
San Antonio division.

Expressnews.com quoted William Davis Jr., Esq., at Langley & Banack
Inc., as saying, "The local economy has been pretty strong,
particularly with the oil and gas economy -- which may be turning
around the other way now."  The report adds that the increase in
employment and decline in home foreclosures also likely contributed
to the dropping number of bankruptcy filings.


[*] Bankruptcy Filings Nationwide Drop Nearly 12% in 2014
---------------------------------------------------------
Data provided to the American Bankruptcy Institute (ABI) by Epic
Systems Inc. show that bankruptcy filings in the U.S. declined
almost 12% to 910,090 in 2014, from 1,032,572 filings in 2012.

ABI Executive Director Samuel Gerdano said in a statement, "Annual
total filings fell for the fifth consecutive year and dipped under
1 million for the first time since 2007.  Sustained low interest
rates and high costs to file continue to turn consumers and
businesses away from the Bankruptcy Code for a financial fresh
start."


[*] Oil Price Drop Bankrupting Small Oil Firms, CNBC Says
---------------------------------------------------------
Elaine Pofeldt, writing for CNBC, reports that the drop in crude
oil prices is bankrupting small oil firms.

CNBC relates that some big oil firms are already cutting capital
budgets and jobs in response to lower oil prices, but it is smaller
players in the industry -- ranging from exploration ventures to
consultancies -- that are feeling the pain most acutely.  According
to the report, crude oil prices dropped to less than $50 in early
January 2015, from more than $115 per barrel in June 2014.

Citing experts, CNBC states that a sustained drop in oil prices
could lead to layoffs at the small oil firms.  "We're probably
going to see some job losses on a fairy significant scale if this
keeps up," the report quoted Chad Mabry, a Houston-based analyst in
the energy and natural resources research department of boutique
investment bank MLV & Co. in New York City, as saying.

Calgary, Canada-based Hyperion Exploration president and CEO Trevor
Spagrud, under pressure from an activist investor who wanted
liquidity, was preparing in December 2014 for the company's sale to
Chinese firm Tri-Win International Investment Group, CNBC reports.
Citing Mr. Spagrud, the report says that the company was
undercapitalized to deliver a "highly repeatable rate of return" in
the immediate future, with drilling each well costing $3 million to
$4 million when it used horizontal multistage fracking techniques.
"We could have tried to raise equity.  When an activist investor
gets involved, they quickly want full liquidity.  We were somewhat
hamstrung by that mandate.  We have entered into a transaction to
do that," the report quoted Mr. Spagrud as saying.


                            *********

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.

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 nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***