TCR_Public/150122.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, January 22, 2015, Vol. 19, No. 22

                            Headlines

3RD GENERATION: Case Summary & 18 Largest Unsecured Creditors
ALSIP ACQUISITION: Aims to Reject Union Contracts at Time of Sale
ALSIP ACQUISITION: Proposes to Pay Bonuses to 3 Key Employees
ANGELS OF COLUMBUS: Case Summary & 9 Largest Unsecured Creditors
ARCHDIOCESE OF ST PAUL: Not Trying to Silence Abuse Victims

ARCHDIOCESE OF ST. PAUL: Says It's in Ch. 11 Not to Evade Claims
ARCHDIOCESE OF ST. PAUL: Seeks to Continue Insurance Program
ARCHDIOCESE OF ST. PAUL: To Seek Claims Bar Date Later
BATE LAND: Value of 2 Tracts Not Enough to Cover BLC Claim
BI-LO HOLDINGS: Kroger Could Buy Company

BODY CENTRAL: Lays Off 132 Employees
CAESARS ENTERTAINMENT: Asks for Approval to Use Cash Collateral
CAESARS ENTERTAINMENT: Bankruptcy Won't Affect Harrah's Operations
CAESARS ENTERTAINMENT: Bondholders' Lawsuits May Proceed
CAESARS ENTERTAINMENT: First Lien Lenders to Withhold RSA Support

CAESARS ENTERTAINMENT: Says Law Breach Ruling Won't Affect Reorg.
CAESARS ENTERTAINMENT: Seeks to Pay $10MM to Lien Claimants
CAESARS ENTERTAINMENT: To Pay Prepetition Claims of PACA Vendors
CALMENA ENERGY: Receives Demand Letter from Senior Lender
CAMPERWORLD BUSINESS: Voluntary Chapter 11 Case Summary

DAHL'S FOODS: Employee Ownership Plan Members Last to Be Paid
DATAPIPE INC: S&P Retains CCC+ Rating Over Increased 2nd Lien Debt
DVORKIN HOLDINGS: Trustee Gets Approval to Sell Property to NARE
DVORKIN HOLDINGS: Trustee Seeks Approval to Sell Chicago Apartment
EAST SAILE PROPERTIES: Case Summary & 2 Top Unsecured Creditors

ECNJ PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
ESTELLA'S IN GARLAND: Voluntary Chapter 11 Case Summary
FRED FULLER: Amends Schedules of Assets & Debt
GARLOCK SEALING: Asbestos Law Firms Allegedly Hid Evidence
GARLOCK SEALING: Unsealed Court Documents Discredit RICO Claims

GENERAL MOTORS: Unsecured Creditors Win Challenge to $1.5B Loan
GENESIS HEALTHCARE: S&P Lowers Rating to 'B-'; Outlook Stable
GIGAMEDIA LIMITED: Receives Nasdaq Staff Deficiency Letter
GLENDORA MARKETPLACE: Bought Out of Receivership by Storm
HCR HEALTHCARE: S&P Lowers CCR to 'B-'; Outlook Negative

HEALTHSOUTH CORP: New $300MM Notes No Impact on Moody's B1 Rating
HEALTHSOUTH CORP: S&P Retains 'BB-' CCR Over $300MM Notes Add-On
HIPCRICKET INC: Case Summary & 20 Largest Unsecured Creditors
HIPCRICKET INC: Enters Into Asset Purchase Agreement with SITO
HIPCRICKET INC: Files for Chapter 11 to Sell to SITO Mobile

HIPCRICKET INC: Proposes $3.4MM Financing From Buyer
KIDS BRAND: Wants Until April 14 to Propose Chapter 11 Plan
LANDAMERICA FINANCIAL: Loses Dist. Court Appeal in SCE Rift
LDR INDUSTRIES: Seeks Court Approval to Auction Off Assets
LEAFPROOF PRODUCTS: Voluntary Chapter 11 Case Summary

LEHMAN BROTHERS: Reaches CDS Settlement; Terms Confidential
LIFE PARTNERS: Case Summary & 19 Largest Unsecured Creditors
LONGVIEW POWER: Court Approves Deal with Insurer, Contractors
LONGVIEW POWER: Exclusive Plan Filing Date Extended to Feb. 28
MF GLOBAL: NY Judge Rules on Document Production Bid

MOLLY MAGUIRES: Closes Restaurant in Lansdale, Pennsylvania
NEW ENGLAND COMPOUNDING: Court Limits Claims Against APAC & Chang
ONE SOURCE INDUSTRIAL: Withdraws Request for Turnover of Property
OVERSEAS SHIPHOLDING: Appoints Ian Blackley as President & CEO
PACIFIC RUBIALES: Under Pressure from Low Oil Prices, Fitch Says

PHOENIX PAYMENT: Files Plan Supplements
PHOENIX PAYMENT: Stockholder Objects to Disclosure Statement
PROWLER ACQUISITION: Moody's Affirms B3 CFR; Outlook Negative
RADIOSHACK CORP: May Seek Bankruptcy in February, Says Bidness
RADNET MANAGEMENT: S&P Affirms 'B' CCR & Revises Outlook to Stable

REGENT UNIVERSITY: Moody's Lowers Rating on $88MM 2006 Bonds to Ba1
RESSOURCES APPALACHES: Court Appoints Ernst & Young as Receiver
REVEL AC: Judge Extends Deadline to Remove Suits to May 15
SELECT STAFFING: Moody's Affirm 'B3' Corporate Family Rating
SHAFER BROTHERS: Court to Award Fees to Chapter 11 Counsel

SHOTWELL LANDFILL: Revised Schedules to Remove Daewoo Excavator
SKILLED HEALTHCARE: S&P Puts 'B' CCR on CreditWatch Negative
SOUTHERN PACIFIC: Files for Creditor Protection Under CCAA
SPECIALTY PRODUCTS: Case Reassigned to Judge Selber
TERRAFORM POWER: Moody's Assigns B1 Rating on New $800MM Notes

TERRAFORM POWER: S&P Affirms 'BB-' CCR & Rates $800MM Notes 'BB-'
TTM TECHNOLOGIES: Moody's Assigns Caa1 Rating on 2nd Lien Notes
U.S. COAL: Obtains Authority to Solicit Bids for Assets
USA DRY VAN: Former CEO Admits to Commiting Wire Fraud
USF HOLDINGS: S&P Assigns 'B' CCR & Rates $390MM Secured Loan 'B'

WBH ENERGY: U.S. Trustee Forms Creditors' Committee
WEST 38TH STREET: Case Summary & Largest Unsecured Creditors
WOODBINE EVENTS: Woodbine Golf Course Closes
ZAYO GROUP: Moody's Affirms 'B2' Corporate Family Rating
ZAYO GROUP: S&P Affirms 'B' CCR & Rates $700MM Sr. Notes 'CCC+'

[*] ABI Commission Votes to Make Plan Cramdowns Easier
[*] Duane Morris Promotes 14 Associates & Special Counsel
[*] MorrisAnderson Promotes Mark Welch to Principal & Shareholder
[*] S&P Publishes Corrected Version on Apache Corp.'s Rating
[*] S&P Settles SEC Charges Over Fraudulent Ratings Misconduct

[*] S&P Slaps 23 Oil and Gas Producers with Downgrades
[*] U.S. Junk Bond Default Rate Ends 2014 at 1.9%
[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

3RD GENERATION: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 3rd Generation Enterprises, Inc.
        PO Box 192151
        San Juan, PR 00919

Case No.: 15-00258

Chapter 11 Petition Date: January 20, 2015

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

Judge: Hon. Brian K. Tester

Debtor's Counsel: Nelson Robles Diaz, Esq.
                  NELSON ROBLES-DIAZ LAW OFFICES, P.S.C.
                  P.O. Box 192302
                  San Juan, PR 00919-2302
                  Tel: (787) 721-7929
                  Fax: (787) 282-9100
                  Email: nroblesdiaz@gmail.com

Total Assets: $1.08 million

Total Liabilities: $2.58 million

The petition was signed by Cristina Belaval, secretary.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb15-00258.pdf


ALSIP ACQUISITION: Aims to Reject Union Contracts at Time of Sale
-----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Alsip Acquisition LLC said
collective-bargaining agreements with unions must be scrapped to
permit the sale of its paper mill in Illinois.

According to the report, Alsip said given the cessation of
operations and the proposed sale of its assets to Resolute Forest
Products Inc., which emerged as the winning bid at a Jan. 7
auction, the union contracts are "essentially without effect."  The
company said it doesn't have the means or need to honor obligations
under the contracts, the Bloomberg report related.

Alsip, however, said the buyer is willing to negotiate a new
agreement with the union representing hourly workers.

                      About Alsip Acquisition

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

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

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

As of Oct. 31, 2014, the Debtors had $7.74 million of funded
indebtedness and related obligations outstanding.

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

The Official Committee of Unsecured Creditors is represented by
Maria Aprile Sawczuk, Esq., and Harold D. Israel, Esq., at
Goldstein & McClintlock LLLP.


ALSIP ACQUISITION: Proposes to Pay Bonuses to 3 Key Employees
-------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Alsip Acquisition LLC has asked permission from
the bankruptcy court to pay three non-insider employees retention
bonuses of $15,000 each.  Two are charged with preparing the mill
for sale and the third is the only employee left who can complete
bookkeeping functions, the report said, citing court papers.

                      About Alsip Acquisition

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

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

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

As of Oct. 31, 2014, the Debtors had $7.74 million of funded
indebtedness and related obligations outstanding.

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

The Official Committee of Unsecured Creditors is represented by
Maria Aprile Sawczuk, Esq., and Harold D. Israel, Esq., at
Goldstein & McClintlock LLLP.


ANGELS OF COLUMBUS: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Angels of Columbus, LLC
        4360 Warm Springs Road
        Columbus, GA 31909

Case No.: 15-40050

Nature of Business: Child Care

Chapter 11 Petition Date: January 20, 2015

Court: United States Bankruptcy Court
       Middle District of Georgia (Columbus)

Debtor's Counsel: Stephen G. Gunby, Esq.
                  PAGE SCRANTOM SPROUSE TUCKER & FORD, PC
                  1111 Bay Avenue, 3rd Floor
                  Columbus, GA 31901
                  Tel: 706-243-5630
                  Fax: 706-596-9992
                  Email: sgg@psstf.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Hashem Sayedzada, manager.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/gamb15-40050.pdf


ARCHDIOCESE OF ST PAUL: Not Trying to Silence Abuse Victims
-----------------------------------------------------------
Archbishop John Nienstedt has denied that The Archdiocese of St.
Paul and Minneapolis's filing for bankruptcy protection is an
attempt to silence victims or deny them their justice in court,
KSTP at Wdaz.com reports.

Wdaz.com relates that Patrick Noaker, who represents John Doe 104,
a 54-year-old man from Minneapolis who claims he was sexually
abused by Rev. Thomas Stitts from 1972 to 1974, said that
bankruptcy allows the church to keep its failures in the shadows.
"I don't know if this process is going to be good for victims," the
report quoted Mr. Noaker as saying.

According to Wdaz.com, Mr. Noaker and Doe 104 were prepared to go
to trial Jan. 26, 2015, in Ramsey County.  Key evidence, including
church documents, would have been presented during the trial
proving the Archdiocese failed to supervise priests, like Rev.
Stitts, after being made aware of molestation claims, the report
states, citing Mr. Noaker.  The report quoted him as saying, "This
was going to be the first public trial where archdiocese officials
had to sit down . . . swear to tell the truth, and have to sit in
the witness stand without handlers, with no public relations
people, and have to answer questions."

Archbishop Nienstedt, Wdaz.com relates, said the decision to file
for bankruptcy is the best option to resolve victims' claims.
According to the report, Archbishop Nienstedt said, "We want to
respond positively in compensating them for their suffering."

Jeff Anderson, who has filed 128 claims of sexual abuse against the
Archdiocese on behalf of alleged victims, including 16 lawsuits
that will not be argued in a courtroom, agreed with the Chapter 11
filing, and he plans to work with the Archdiocese "in a way that
can bring healing" compensation for victims, and advance change in
the church, Wdaz.com reports.  

The archdiocese may have to sell assets in the bankruptcy process,
The Washington Times relates, citing Archbishop Nienstedt.

                   About Archdiocese of St. Paul

The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties.  There are 187 parishes and approximately 825,000
Catholic individuals in the region.  These individuals and parishes
are served by 3999 priests and 173 deacons.

The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.

The Debtor estimated under $50 million in assets and under $100
million in liabilities.

The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.

According to the docket, the Debtor's exclusivity period for filing
plan and disclosure statement ends May 18, 2015.  Governmental
proofs of claims are due July 15, 2015.

Eleven other dioceses have commenced Chapter 11 bankruptcy cases in
the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.


ARCHDIOCESE OF ST. PAUL: Says It's in Ch. 11 Not to Evade Claims
----------------------------------------------------------------
The Archdiocese of Saint Paul and Minneapolis says it sought
bankruptcy protection to equitably fulfill its obligations to
sexual abuse victims.

Gross revenue for the fiscal year ending on June 30, 2014 was $25.5
million, primarily derived from donations and parish assessments.

The Archdiocese says that over the last several decades, some
clergy members in the Church have violated the sacred trust placed
in them by children and their families and the Church by committing
acts of sexual abuse.  To date, the Archdiocese has publicly
disclosed 62 priests and two religious brothers against whom
substantiated claims of sexual abuse of a minor have been asserted
in the past.  The Archdiocese says the disclosures are ongoing.

In May 2013, Minnesota enacted the Minnesota Child Victims' Act,
Minn. Stat. Sec. 541.073 (the "CVA"), which altered, expanded, and
in some circumstances eliminated the statute of limitations
applicable to civil causes of action for damages based on sexual
abuse.  The CVA has opened the door to a significant number of
additional civil claims against the Archdiocese relating to clergy
misconduct spanning a time period of more than half of a century.

The Archdiocese is currently subject to 21 pending civil actions.
There trials are scheduled to begin on Jan. 26, 2015.   The
Archdiocese says the pending civil litigation has placed
significant strain on the Archdiocese.  In addition, the
Archdiocese anticipates that this strain will only increase during
the remaining term of the extended statute of limitations
authorized by the CVA.

"The combined circumstances of the civil claims against the
Archdiocese, considered in their totality, make clear that
reorganization is the only way to fairly and equitably fulfill
their Archdiocese's obligations to all victims.  The Archdiocese
did not seek Chapter 11 relief to shirk any responsibility
regarding sexual misconduct by clergy or any mistakes made by the
Archdiocese's administration.  The Archdiocese is not attempting to
deny victims their day in court or hide the truth.  Rather, the
Archdiocese has been and continues to be committed to pursuing the
truth, addressing the wrongs perpetrated against children and other
parishioners, and fairly compensating victims," Father Charles V.
Lachowitzer, the vicar general and moderator of the curia, explains
in a court filing.

According to Father Lachowitzer, the Archdiocese is entering into
this Chapter 11 case with three paramount goals in mind, as
follows:

   -- The Archdiocese's primary goal is to compensate, as fairly
and equitably as possible, all victims with unresolved claims,
including those with claims presently pending against the
Archdiocese and those who, with great courage, will come forward as
a result of the Chapter 11 case.  The Archdiocese hopes to
accelerate healing and resolution with victims while making
efficient and responsible use of Archdiocesan resources.

   -- The Archdiocese must continue its essential ministries and
functions associated with its mission.  The plan of reorganization
will provide a feasible operational structure for the Archdiocese
to allow it to continue its ministry in the community and provide
the worship, outreach, education, service, and charity that
constitutes the critical work of the Church in this Archdiocese.
The importance of this work cannot be overstated.  Among other
things, the Archdiocese helps support the work of the Schools which
educate over 30,000 students, the equivalent to one of the State's
largest school districts and, through Non-Debtor Catholic Entities,
is the second largest provider of social services in Minnesota
(second only to the State itself).

   -- This Chapter 11 case will enable the Archdiocese to use
available funds and resources to compensate all victims with
unresolved claims in a single process managed and overseen by the
Bankruptcy Court to ensure that all are treated equitably.  In
addition, this Chapter 11 case will allow the Archdiocese to move
forward on stable financial ground so that it may focus on its
Gospel mission and serve the hundreds of thousands of people who
depend on the Church.

Throughout this Chapter 11 case, the Archdiocese will continue its
outreach to victims and others affected by tragedy of sexual abuse.
The Archdiocese will also continue to implement and build upon the
good work of its archdiocesan leadership and staff over the past
several months to see that this tragedy is never repeated.

                         First Day Motions

The Archdiocese on the Petition Date filed motions to:

   -- maintain its self-insurance program;
   -- file portions of its schedules under seal;
   -- modify its claims procedures;
   -- pay prepetition wages and benefits; and
   -- maintain its existing bank accounts and business forms.

A copy of the affidavit in support of the Chapter 11 petition and
first-day motions is available for free at:

    http://bankrupt.com/misc/Archdio_SP_1st_Day_Affidavit.pdf

                   About Archdiocese of St. Paul

The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties.  There are 187 parishes and approximately 825,000
Catholic individuals in the region.  These individuals and parishes
are served by 3999 priests and 173 deacons.

The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.

The Debtor estimated under $50 million in assets and under $100
million in liabilities.

The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.

According to the docket, the Debtor's exclusivity period for filing
plan and disclosure statement ends May 18, 2015.  Governmental
proofs of claims are due July 15, 2015.

Eleven other dioceses have commenced Chapter 11 bankruptcy cases in
the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.


ARCHDIOCESE OF ST. PAUL: Seeks to Continue Insurance Program
------------------------------------------------------------
The Archdiocese of Saint Paul and Minneapolis asks the Bankruptcy
Court for authority to pay prepetition claims, premiums, and
administrative fees related to its Protected Self-Insurance Program
and its General Insurance Fund (the "GIF").

Under the insurance program, certain types of insurance was to be
purchased and administered for a group consisting of the
Archdiocese and various other affiliated entities ("Non-Debtor
Catholic Entities").  The insurance program has operated
continuously since 1980 and currently obtains and provides various
types of coverage, including liability insurance, property
insurance, and workers' compensation insurance.  

Premiums are directly deposited into accounts at Bremer Bank ("GIF
account").  The Archdiocese's share of the monthly premium due the
GIF is $12,309.  The participating Non-Debtor Catholic Entities
collectively pay monthly premiums to the GIF totaling $545,389.

As of the Petition Date, the balance of the GIF Account equaled
$3,039,970 (which amount does not include the balance of the
Deposit).  The Archdiocese has established a reserve under the GIF
to pay property and liability claims in the amount of $1,938,949
and a separate reserve for workers' compensation claims existing as
of the Petition Date in the total amount of $2,997,792, which
amount is based on an actuarial analysis performed on behalf of the
Archdiocese as of June 30, 2014.  Not all claims will be paid the
full amount reserved.

Richard D. Anderson, Esq., at Briggs & Morgan, P.A., relates that
the Insurance Program provides an efficient, cost-effective way to
procure insurance for the Participating Entities.  If the Insurance
Program is not continued, the Archdiocese and the other
Participating Entities will be forced to purchase individual
insurance policies covering each of its properties, for liability
protection and workers compensation coverage.

                   About Archdiocese of St. Paul

The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties.  There are 187 parishes and approximately 825,000
Catholic individuals in the region.  These individuals and parishes
are served by 3999 priests and 173 deacons.

The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.

The Debtor estimated under $50 million in assets and under $100
million in liabilities.

The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.

According to the docket, the Debtor's exclusivity period for filing
plan and disclosure statement ends May 18, 2015.  Governmental
proofs of claims are due July 15, 2015.

Eleven other dioceses have commenced Chapter 11 bankruptcy cases in
the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.


ARCHDIOCESE OF ST. PAUL: To Seek Claims Bar Date Later
------------------------------------------------------
The Archdiocese of Saint Paul and Minneapolis asks the Bankruptcy
Court to modify the standard form of Notice of Chapter 11
Bankruptcy Cases, Meeting of Creditors and Deadlines in the case to
indicate that the deadline for filing proofs of claim will be
established at a later date and that Local Rule 3002-1(c) is
suspended as it applies in the case, pending further order of the
Court.

The Archdiocese anticipates that a Committee of Unsecured Creditors
will be formed early in this case, and that the Committee will be
actively involved in all aspects of the case, as has been true with
other diocesan cases throughout the United States.

The Archdiocese intends to consult with the Committee and the
United States Trustee with respect to case management matters
including issues relating to the following:

  (a) the procedure for establishing a bar date for claims;

  (b) the procedure for establishing a form of proof of claim to be
employed in this case;

  (c) the procedure for providing notice of the case and the bar
date for claims;

  (d) the procedures for maintaining the confidentiality of abuse
claimants;

  (e) the advisability of appointing a noticing agent; and

  (f) the procedure for the appointment of a future claims
representative.

In the meantime, the Archdiocese believes that it is necessary and
appropriate for the Court to alter the procedure specified in Local
Rule 3002-1(c) to address three basic concerns, as follows:

   -- the Archdiocese believes that insurance coverage will be
available for a substantial portion of the claims in this case. The
Archdiocese's insurance carriers have suggested various forms of
questionnaires to be completed by potential abuse victims. The
Archdiocese anticipates that the final form of proof of claim in
this case will address certain of these requirements.  Other
diocesan bankruptcy cases have utilized special forms and
procedures for these creditors to file proofs of claim.

   -- the Archdiocese anticipates that the Committee and the
Archdiocese will seek to provide published notice of the bar date
and will take other steps to meet due process concerns implicated
by the claims process.  The Archdiocese wishes to ensure that all
potential abuse claimants will be given an opportunity to submit
proofs of claim.

   -- the suspension of Local Rule 3002-1(c) is necessary to
address the unique nature of this case.  For example, a number of
the abuse victim claimants have chosen to raise and proceed with
their claims anonymously, and other potential abuse victim
claimants are unknown or unidentified.  As such, the standard
procedures for filing proofs of claim are unsuitable for these
creditors.

The Archdiocese said it is keenly aware of the risks associated
with a prolonged Chapter 11 proceeding.  The Archdiocese does not
intend to advocate, or support, an open-ended bar date in this
case.  To the contrary, the Archdiocese intends to move this case
forward as quickly as possible to minimize professional fees and
maximize the recovery to victims in this case.  The Archdiocese
intends to move forward as soon as possible with a motion for an
order establishing a bar date for claims and approving a form of
proof of claim for alleged abuse victims and the procedure for
publication and notice of the claim bar date.

                   About Archdiocese of St. Paul

The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties.  There are 187 parishes and approximately 825,000
Catholic individuals in the region.  These individuals and parishes
are served by 3999 priests and 173 deacons.

The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.

The Debtor estimated under $50 million in assets and under $100
million in liabilities.

The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.

According to the docket, the Debtor's exclusivity period for filing
plan and disclosure statement ends May 18, 2015.  Governmental
proofs of claims are due July 15, 2015.

Eleven other dioceses have commenced Chapter 11 bankruptcy cases in
the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.



BATE LAND: Value of 2 Tracts Not Enough to Cover BLC Claim
----------------------------------------------------------
In the Chapter 11 case of Bate Land & Timber, LLC, Bankruptcy Judge
Stephani W. Humrickhouse ruled that:

     (1) the debtor has satisfied the plan confirmation
requirements of 11 U.S.C. Sec. 1129(a), contrary to the arguments
of creditor Bate Land Company, LP;

     (2) the fair market value of the Broad Creek tract is
$3,143,000 and the fair market value of the Bay River/Smith Creek
tract is $5,700,000;

     (3) the allowed secured claim of BLC is between $14,931,823
and $15,411,284;

     (4) the court cannot determine whether the plan complies with
Sec. 1129(b) until the debtor identifies additional tracts to
surrender and/or opts to amortize the remaining amount of the
secured claim of BLC;

     (5) BLC's motion for relief from stay is denied, and

     (6) a hearing will be scheduled to determine the amount of
BLC's secured claim.

Since the court has now held that the value for the Broad Creek
tract and the Bay River/Smith Creek tract is $8,843,000, the court
said the surrender of those tracts cannot, by definition,
constitute the indubitable equivalent of BLC's claim.

Prior to filing the petition, the debtor and BLC entered into a
purchase contract in 2006, pursuant to which the debtor purchased
79 tracts of real property from BLC, and BLC provided financing,
secured by multiple deeds of trust on the subject properties.  At
closing, the debtor paid BLC $9,000,000 in cash, and executed a
promissory note in the amount of $56,000,000.

Over several years, the debtor paid a substantial amount of the
debt to BLC through, among other things, the sale of certain
parcels of property pledged as collateral for the loan and the
proceeds of timber sales. Each parcel sold was released from the
applicable deed of trust upon the debtor's payment of corresponding
release prices set out in the Purchase Contract. The amount of
timber sales proceeds was calculated pursuant to a Modification and
Settlement Agreement dated January 19, 2011, under which BLC
received 50% of the timber sales proceeds from tracts identified in
the Agreement as "development tracts."

The debtor's bankruptcy-exit plan provides that two tracts -- the
Broad Creek tract and the Bay River/Smith Creek tract -- give BLC
the indubitable equivalent of its claim if the Contract Prices
established by the parties in their 2006 Purchase Contract are
used.  The plan further provides that if the court finds that the
Contract Prices are not binding, the court is to determine the
value of the Broad Creek and Bay River/Smith Creek tracts, as well
as the value of each of the Proposed Properties. If the court
determines that the surrender of the Broad Creek and Bay
River/Smith Creek tracts do not give BLC the indubitable equivalent
of its secured claim, thereafter, the debtor will determine which
properties, in addition to Broad Creek and Bay River/Smith Creek,
to deed to BLC in satisfaction of its claim.

The court has already determined that the Contract Prices are not
binding on the parties.

In her ruling, Judge Humrickhouse declines to accept the debtor's
invitation to value the remaining 10 tracts, and instead suggests
that the debtor be guided by the methodology used by the court in
valuing the Broad Creek and Bay River/Smith Creek tracts in its own
determination of how many and which additional properties to
surrender, if that is the option it selects.  The court also held
that BLC is fully secured, thus entitling it to accrue interest and
costs on its claim.

"The question of what interest rate applies still remains, and the
court will set a hearing on the debtor's objection to the BLC claim
to determine whether the contract or default rate is applicable,"
Judge Humrickhouse said.  "After the court enters an order
determining the interest rate, the debtor will have 21 days in
which to select additional properties to surrender and/or opt to
amortize the remainder of the claim."

A copy of the Court's Jan. 15, 2015 Order is available at
http://is.gd/rqmz0Ofrom Leagle.com.

                    About Bate Land & Timber

Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.C. Case No. 13-04665) on July 25, 2013.  Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.

The Debtor, in amended schedules, disclosed $53,477,624 in assets
and $74,162,211 liabilities as of the Chapter 11 filing.  The
petition was signed by Brad Cheers, manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.


BI-LO HOLDINGS: Kroger Could Buy Company
----------------------------------------
The Tampa Bay Business Journal reports that The Kroger Co. could
purchase Bi-Lo Holdings LLC.

WCPO-9 relates that even though Kroger has not disclosed the name
of the town it has chosen as its next expansion market, experts say
the Cincinnati-based company might have chosen to expand in
northern Florida.  The report states that Jacksonville-based Bi-Lo
owns and operates more than 500 stores throughout the south.

Kroger spokesperson Keith Dailey, according to Firstcoastnews.com,
said that the company is providing sparse detail on the expansion
plans because it doesn't want to alert competitors or drive up real
estate prices.

                       About BI-LO Holding

BI-LO Holding, LLC, the newly-formed parent company for the BI-LO
and Winn-Dixie supermarket chains, boasts about 690 stores across
eight southeastern states.  The BI-LO supermarket chain operates
more than 200 BI-LO and Super BI-LO grocery stores in the
Carolinas, Georgia, and Tennessee.  Winn-Dixie operates about 480
combination food and drug stores in Alabama, Florida, Georgia,
Louisiana, and Mississippi under the Winn-Dixie and Winn-Dixie
Marketplace banners.  BI-LO Holding was formed in 2012 when BI-LO's
owner, Dallas-based investment firm Lone Star Funds, acquired
Winn-Dixie for about $560 million and merged the two companies.

BI-LO and its affiliates filed for Chapter 11 bankruptcy
protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).
Vinson & Elkins L.L.P. served as bankruptcy counsel and Kurtzman
Carson Consultants LLC served as notice and claims agent.  BI-LO
emerged from bankruptcy in May 2010 with Lone Star Funds remaining
as majority owner.

On Feb. 21, 2005, Winn-Dixie Stores, Inc., sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).

In December 2011, BI-LO signed a deal to acquire all of the
outstanding shares of Winn-Dixie Stores stock in a merger.


BODY CENTRAL: Lays Off 132 Employees
------------------------------------
Karen Brune Mathis at Jaxdailyrecord.com reports that Body Central
Corp. filed on Jan. 12, 2015, a Worker Adjustment and Retraining
Notification with the state that it was letting go of 132 employees
in the professional, scientific and technical services industry,
effective Jan. 9, 2015.

Jaxdailyrecord.com relates that the Company has closed all its
fashion retail stores.  The report adds that the Company turned its
business over to a firm that specializes in workout situations to
handle the liquidation.

                   About Body Central Corp.

Founded in 1972, Body Central Corp. is a multi-channel, specialty
retailer offering on trend, quality apparel and accessories at
value prices.  As of Jan. 6, 2015, the Company operated 265
specialty apparel stores in 28 states under the Body Central and
Body Shop banners, as well as a direct business comprised of a Body
Central catalog and an e-commerce Web site at
http://www.bodycentral.com/

The Company targets women in their late teens to mid-thirties from
diverse cultural backgrounds who seek the latest fashions and a
flattering fit.  The Company's stores feature an assortment of
tops, dresses, bottoms, jewelry, accessories and shoes sold
primarily under the Company's exclusive Body Central(R),
SexyStretch(R) and Lipstick Lingerie(R) labels.


CAESARS ENTERTAINMENT: Asks for Approval to Use Cash Collateral
---------------------------------------------------------------
Caesars Entertainment Operating Company, Inc., and its affiliated
debtors seek approval from the Bankruptcy Court to use cash
collateral; and grant adequate protection to prepetition secured
creditors solely to the extent of any diminution in the value of
their respective interests in the collateral.
As of the Petition Date, the Debtors have outstanding funded debt
obligations of $18.4 billion, comprising:

   * four tranches of first lien bank debt totaling $5.35 billion;

   * three series of outstanding first lien notes totaling $6.35
billion;

   * three series of outstanding second lien notes totaling $5.24
billion;

   * one series of subsidiary-guaranteed unsecured debt of $479
million; and

   * two series of senior unsecured notes totaling $530 million.

David R. Seligman, P.C., Esq., at Kirkland & Ellis LLP, relates
that the Debtors have significant cash on hand to fund their
operations throughout the Chapter 11 cases.  As of the Petition
Date, the Debtors have approximately $864 million of cash.  Much of
that cash constitutes the prepetition secured creditors' cash
collateral.  The Debtors' ability to access cash collateral is
critical to maintaining ongoing operations and to ensuring the
success of this restructuring.  Absent the use of cash collateral,
the Debtors will be unable to pay their thousands of employees that
report to work every day, fund working capital, pay their taxes,
maintain their insurance policies, continue their cash management
system, make capital expenditures, or pay the administrative costs
throughout the Chapter 11 cases.

To that end, in advance of these chapter 11 filings, the Debtors
engaged in good faith negotiations regarding the terms of the
restructuring and the consensual use of cash collateral with both
an ad hoc group of certain of the First Lien Lenders and an ad hoc
group of certain of the First Lien Noteholders.

To the extent that any objections to the Debtors' use of Cash
Collateral remain, the Debtors believe that all relevant
stakeholders' interests are adequately protected for these
reasons:

   -- the Debtors will provide the Prepetition Secured Creditors
with replacement liens on substantially all of the Debtors' assets
to the extent of any diminution in value of the Prepetition Secured
Creditors' respective interests in the prepetition collateral.

   -- the Debtors will provide the Prepetition First Lien Creditors
with superpriority administrative claims pursuant to Section 507(b)
of the Bankruptcy Code.

   -- the Debtors will provide the Prepetition First Lien Creditors
with monthly adequate protection payments at a rate of 1.5% per
year of the aggregate amount of all Prepetition First Lien
Obligations as of the Petition Date, and payment on a pro rata
basis to the Prepetition First Lien Creditors of all remaining
available cash, as that term is defined in the previously filed
Restructuring Support Agreement, upon the effective date of a plan
of reorganization.

   -- the Debtors will continue to operate in the ordinary course
of business consistent with the terms of an agreed-to cash flow
forecast used to establish the Budget.

   -- the Debtors have entered into a Restructuring Support
Agreement with the holders of approximately 80% of the principal
amount outstanding under the First Lien Notes, which sets forth the
treatment of claims pursuant to a plan of reorganization and
requires compliance with various plan-related milestones.  This
defined path to emergence further preserves the value of the
Debtors' business and maximizes the Prepetition Secured Creditors'
collateral, including the cash collateral.

   -- the Debtors will (a) stipulate as to the amount of the
Prepetition Secured Creditors' obligations, and the validity and
perfection of the Prepetition First Lien Creditors' prepetition
liens, (b) pay each of the Prepetition First Lien Agent's and the
First Lien Group's reasonable professional fees and expenses, and
(c) provide the professional advisors of the Prepetition First Lien
Agents and the First Lien Group with access to the Debtors' books
and records and other reporting functions.

Thus, the Debtors believe that this robust adequate protection
package is more than sufficient to adequately protect the interests
of the Prepetition Secured Creditors against any diminution of
value of their Cash Collateral.  The First Lien Noteholders and the
Second Lien Noteholders also cannot object to the Debtors' use of
Cash Collateral under various intercreditor agreements under
certain circumstances, provided that they receive certain minimal
levels of adequate protection.

                    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.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10 percent second lien notes in the company, filed an
involuntary Chapter 11 bankruptcy petition against Caesars
Entertainment Operating Company, Inc. (Bankr. D. Del. Case No.
15-10047) on Jan. 12, 2015.  The bondholders are represented by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP.

In January 2015, Caesars Entertainment and subsidiary CEOC
announced that holders of more than 60% of claims in respect of
CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior
secured notes due 2020 and CEOC's 9% senior secured notes due 2020
have signed the Amended and Restated Restructuring Support and
Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars
Entertainment, CEOC and the Consenting Creditors.  As a result, the
RSA became effective pursuant to its terms as of Jan. 9, 2015.

CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill.  Lead Case No. 15-01145) on
Jan. 15, 2015.  CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.

Kirkland & Ellis serves as the Debtors' counsel.  Alixpartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  Judge Benjamin Goldgar presides
over the cases.


CAESARS ENTERTAINMENT: Bankruptcy Won't Affect Harrah's Operations
------------------------------------------------------------------
Caesars Entertainment Operating Co. said in a release that the
bankruptcy proceedings will not affect operations at Harrah's North
Kansas City Casino & Hotel, which was one of 18 properties owned by
Caesars that were included as assets in the Chapter 11 filing.

According to Caesars Entertainment's release, Harrah's North Kansas
City is open for business and all operations at the property
continue as usual.

It appears the local casino will remain open, whatever the outcome
of the bankruptcy proceedings, Austin Alonzo at Kansas City
Business Journal relates, citing Ed Grewach, general counsel for
the Missouri Gaming Commission.

North Kansas City spokesperson Sara Copeland, Business Journal
reports, said that the city will continue to monitor the bankruptcy
proceedings.  The report states that the casino is the city's
third-largest private-sector employer, behind North Kansas
City-based Cerner Corp. and North Kansas City Hospital.

                    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.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10 percent second lien notes in the company, filed an
involuntary Chapter 11 bankruptcy petition against Caesars
Entertainment Operating Company, Inc. (Bankr. D. Del. Case No.
15-10047) on Jan. 12, 2015.  CEOC operates hotel and casino
properties that are part of the "Caesars" resort and gaming empire.
The bondholders are represented by Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP.

In January 2015, Caesars Entertainment and subsidiary CEOC
announced that holders of more than 60% of claims in respect of
CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior
secured notes due 2020 and CEOC's 9% senior secured notes due 2020
have signed the Amended and Restated Restructuring Support and
Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars
Entertainment, CEOC and the Consenting Creditors.  As a result, the
RSA became effective pursuant to its terms as of Jan. 9, 2015.

CEOC and 172 other affiliates filed Chapter 11 bankruptcy petitions
(Bank. N.D. Ill.  Lead Case No. 15-01145) on Jan. 15, 2015.
Kirkland & Ellis serves as the Debtors' counsel.  Alixpartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  CEOC disclosed total assets of
$12.3 billion and total debts of $19.8 billion as of Sept. 30,
2014.  The petitions were signed by Mary E. Higgins as authorized
individual.  Judge Benjamin Goldgar presides over the cases.


CAESARS ENTERTAINMENT: Bondholders' Lawsuits May Proceed
--------------------------------------------------------
Judge Shira A. Scheindlin of the U.S. District Court for the
Southern District of New York denied the request of Caesars
Entertainment Corp. to dismiss, in its entirety, the purported
class action complaint filed by Frederick Barton Danner.

Judge Scheindlin granted, in part, and denied, in all other
respects, the request of CEC to dismiss the complaint filed by
MeehanCombs Global Credit Opportunities Funds, LP, Relative
Value-Long/Short Debt, A Series of Underlying Funds Trust, SB 4 CF
LLC, CFIP Ultra Master Fund, Ltd., and Trilogy Portfolio Company,
LLC.  Specifically, the judge said the MeehanCombs Complaint is
dismissed with respect to the section 316(a) claim, without
prejudice.  The Court said MeehanCombs et al. have until Jan. 29,
2015 to file an amended complaint.

A conference is scheduled for Feb. 3, 2015 at 4:30 p.m.

The MeehanCombs and Danner plaintiffs are holders of notes issued
by Caesars Entertainment Operating Company, Inc., pursuant to
indentures, and -- until the issuance of supplemental indentures in
August 2014 -- guaranteed by CEC.  Plaintiffs allege that the
August 2014 Transaction violated the Trust Indenture Act of 1939
and breached the governing Indentures as well as the implied
covenant of good faith and fair dealing.

The Amendments effectively left CEC free to transfer CEOC's assets
without any obligation to back CEOC's debts.  Furthermore, the
purchase price paid for the Notes of the noteholders who approved
the August 2014 Transaction, the Favored Noteholders -- par plus
accrued interest and transactional fees and costs represented an
extraordinary 100% premium over market.  In exchange for receiving
all amounts owed under their Notes, the Favored Noteholders
promised to: (1) support any future restructuring proposed by
Caesars; (2) consent to "the removal and acknowledgment of the
termination of the CEC guarantee of the Securities"; and (iii)
consent to the "modification of] the covenant restricting
disposition of 'substantially all' of CEOC's assets to measure
future asset sales based on CEOC's assets as of the date of the
amendment."

Plaintiffs contend that the August 2014 Transaction removed the
Guarantees given by the asset-rich parent company, CEC, leaving
plaintiffs and the other bondholders with a worthless right to
collect principal and interest from the issuer, CEOC, a company
divesting itself of assets and holding approximately $17 billion of
senior secured debt.  The crux of plaintiffs' allegations is that
the release of the Guarantees effected a non-consensual change to
plaintiffs' payment rights and affected plaintiffs' practical
ability to recover payment in violation of Section 316 of the TIA
and the governing Indentures.

Both defendants moved to dismiss the Complaint for failure to state
a claim upon which relief can be granted pursuant to Rule 12(b)(6)
of the Federal Rules of Civil Procedure.

In view of the filing of an involuntary Chapter 11 petition against
CEOC, this action is stayed as to CEOC pursuant to Section 362(a)
of the Bankruptcy Code.  However, this action is not stayed as to
non-debtor defendant CEC.

A copy of the Court's Jan. 15, 2015 Opinion and Order is available
at http://is.gd/OVmgD2from Leagle.com.

Plaintiffs MeehanCombs, Global Credit Opportunities, Funds, LP,
Relative Value-Long/Short Debt, A Series of Underlying Funds Trust,
SB 4 CF LLC, CFIP Ultra Master Fund, Ltd., and Trilogy Portfolio
Company, LLC, are represented by:

     James H. Millar, Esq.
     Kristin K. Going, Esq.
     Clay J. Pierce, Esq.
     Tracy S. Combs, Esq.
     DRINKER BIDDLE & REATH, LLP
     1177 Avenue of the Americas, 41st Floor
     New York, NY 10036-2714
     Tel: (212) 248-3140
     Fax: (212) 248-3141
     E-mail: James.Millar@dbr.com
             Kristin.Going@dbr.com
             Clay.Pierce@dbr.com
             Tracy.Combs@dbr.com

Plaintiff Frederick Barton Danner is represented by:

     Mark C. Gardy, Esq.
     James S. Notis, Esq.
     Meagan Farmer, Esq.
     GARDY & NOTIS, LLP
     Tower 56
     126 East 56th Street
     New York, NY 10022
     Tel: 212 905 0509
     Fax: 212 905 0508
     E-mail: mgardy@gardylaw.com
             jnotis@gardylaw.com
             mfarmer@gardylaw.com

          - and -

     Jay W. Eisenhofer, Esq.
     Gordon Z. Novod, Esq.
     Elizabeth Shofner, Esq.
     GRANT & EISENHOFFER P.A.
     485 Lexington Avenue, 29th Floor
     New York, NY 10017
     Tel: (646) 722-8505
     E-mail: jeisenhofer@gelaw.com
             gnovod@gelaw.com
             lshofner@gelaw.com

Defendant Caesars Entertainment Corporation is represented by:

     Lewis R. Clayton, Esq.
     Jonathan Hurwitz, Esq.
     PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
     1285 Avenue of the Americas
     New York, NY 10019
     Tel: 212-373-3215
     Fax: 212-492-0215
     E-mail: lclayton@paulweiss.com
             jhurwitz@paulweiss.com

Defendant Caesars Entertainment Operating Company, Inc., is
represented by:

     Eric Seiler, Esq.
     Philippe Adler, Esq.
     Emily A. Stubbs, Esq.
     Friedman Kaplan Seiler & Adelman LLP
     7 Times Square
     New York, NY 10036
     Tel: (212) 833-1103
     Fax: (212) 373-7903
     E-mail: eseiler@fklaw.com
             padler@fklaw.com

                    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.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10 percent second lien notes in the company, filed an
involuntary Chapter 11 bankruptcy petition against Caesars
Entertainment Operating Company, Inc. (Bankr. D. Del. Case No.
15-10047) on Jan. 12, 2015.  The bondholders are represented by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP.

In January 2015, Caesars Entertainment and subsidiary CEOC
announced that holders of more than 60% of claims in respect of
CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior
secured notes due 2020 and CEOC's 9% senior secured notes due 2020
have signed the Amended and Restated Restructuring Support and
Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars
Entertainment, CEOC and the Consenting Creditors.  As a result, the
RSA became effective pursuant to its terms as of Jan. 9, 2015.

CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill.  Lead Case No. 15-01145) on
Jan. 15, 2015.  CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.

Kirkland & Ellis serves as the Debtors' counsel.  Alixpartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  Judge Benjamin Goldgar presides
over the cases.


CAESARS ENTERTAINMENT: First Lien Lenders to Withhold RSA Support
-----------------------------------------------------------------
An informal committee of certain beneficial holders (the "First
Lien Bank Lenders"), holding in excess of 50% of the aggregate
principal amount of first lien bank debt (the "First Lien Bank
Debt") of Caesars Entertainment Operating Company, Inc. ("CEOC")
outstanding under CEOC's senior secured credit facilities, have
entered into a binding agreement (the "Agreement") pursuant to
which each of the First Lien Bank Lenders has agreed, with respect
to the First Lien Bank Debt of CEOC that it owns or controls, to
not support, consent to or approve the proposed restructuring
transactions previously disclosed in Forms 8-K filed by Caesars
Entertainment Corporation ("CEC," and together with CEOC, the
"Company") with the Securities and Exchange Commission during the
period from December 31, 2014 to the date hereof, as well as any
other reorganization, restructuring or similar transaction relating
to the Company or any of its assets or liabilities (any of the
foregoing, a "Transaction"), unless the Transaction is approved by
the requisite supermajority threshold of First Lien Bank Lenders
that are party to the Agreement.

The First Lien Bank Lenders are advised by Stroock & Stroock &
Lavan LLP and Rothschild Inc.

                 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.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10 percent second lien notes in the company, filed an
involuntary Chapter 11 bankruptcy petition against Caesars
Entertainment Operating Company, Inc. (Bankr. D. Del. Case No.
15-10047) on Jan. 12, 2015.  CEOC operates hotel and casino
properties that are part of the "Caesars" resort and gaming empire.
The bondholders are represented by Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP.

In January 2015, Caesars Entertainment and subsidiary CEOC
announced that holders of more than 60% of claims in respect of
CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior
secured notes due 2020 and CEOC's 9% senior secured notes due 2020
have signed the Amended and Restated Restructuring Support and
Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars
Entertainment, CEOC and the Consenting Creditors.  As a result, the
RSA became effective pursuant to its terms as of Jan. 9, 2015.

CEOC and 172 other affiliates filed Chapter 11 bankruptcy petitions
(Bank. N.D. Ill.  Lead Case No. 15-01145) on Jan. 15, 2015.
Kirkland & Ellis serves as the Debtors' counsel.  Alixpartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  CEOC disclosed total assets of
$12.3 billion and total debts of $19.8 billion as of Sept. 30,
2014.  The petitions were signed by Mary E. Higgins as authorized
individual.  Judge Benjamin Goldgar presides over the cases.


CAESARS ENTERTAINMENT: Says Law Breach Ruling Won't Affect Reorg.
-----------------------------------------------------------------
Lisa Rays at Investcorrectly.com reports that Caesars Entertainment
Corp. spokesperson Stephen Cohen said that the U.S. District Judge
Shira Scheindlin's ruling that the Company may have violated
federal law when it shuffled its casino assets
wouldn't affect the planned reorganization, given the Company's
strong defenses and the size of the claims at issue.

As reported by the Troubled Company Reporter on Jan. 21, 2015, Peg
Brickley at The Wall Street Journal reported that Judge Scheindlin
said that the Company's deal with bondholders to cut off guarantees
of the debts of its biggest subsidiary was an "impermissible
out-of-court debt restructuring" that stripped assets from the unit
while leaving bondholders "with an empty right to assert a payment
default from an insolvent issuer."

The Company claims in a statement that that the ruling was based on
the plaintiffs' allegations.  The ruling was inconsistent with the
provisions of the Trust Indenture Act of 1939, Investcorrectly.com
relates, citing the Company.

                    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.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10 percent second lien notes in the company, filed an
involuntary Chapter 11 bankruptcy petition against Caesars
Entertainment Operating Company, Inc. (Bankr. D. Del. Case No.
15-10047) on Jan. 12, 2015.  CEOC operates hotel and casino
properties that are part of the "Caesars" resort and gaming empire.
The bondholders are represented by Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP.

In January 2015, Caesars Entertainment and subsidiary CEOC
announced that holders of more than 60% of claims in respect of
CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior
secured notes due 2020 and CEOC's 9% senior secured notes due 2020
have signed the Amended and Restated Restructuring Support and
Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars
Entertainment, CEOC and the Consenting Creditors.  As a result, the
RSA became effective pursuant to its terms as of Jan. 9, 2015.

CEOC and 172 other affiliates filed Chapter 11 bankruptcy petitions
(Bank. N.D. Ill.  Lead Case No. 15-01145) on Jan. 15, 2015.
Kirkland & Ellis serves as the Debtors' counsel.  Alixpartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  CEOC disclosed total assets of
$12.3 billion and total debts of $19.8 billion as of Sept. 30,
2014.  The petitions were signed by Mary E. Higgins as authorized
individual.  Judge Benjamin Goldgar presides over the cases.


CAESARS ENTERTAINMENT: Seeks to Pay $10MM to Lien Claimants
-----------------------------------------------------------
Caesars Entertainment Operating Company, Inc., and its affiliated
debtors seek approval from the Bankruptcy Court to pay the
prepetition claims of certain lien claimants, namely:

   (a) domestic and foreign common carriers, movers, shippers,
truckers, and logistics management companies ("Shippers"),

   (b) certain warehousemen related thereto ("Warehousemen"), and

   (c) third-party contractors, repairmen, and manufacturers who
may assert mechanics' and other possessory liens against the
Debtors' property ("Third-Party Contractors").

The Debtors estimate that approximately $160,000 on account of
claims held by Shippers and/or Warehousemen have accrued as of the
Petition Date, $110,000 of which will become due and owing within
the first 21 days of the Chapter 11 cases.  In addition, the
Debtors estimate that approximately $9.84 million on account of
claims held by Third-Party Contractors have accrued as of the
Petition Date, $7.89 million of which will become due and owing
within the first 21 days of the Chapter 11 cases.

Moreover, due to the nature of their businesses, the Debtors
received a significant amount of goods or other materials in the
ordinary course from various vendors -- namely, 503(b)(9) Claimants
-- within the 20 days before the Petition Date.  Many of the
Debtors' relationships with 503(b)(9) Claimants are not governed by
long-term contracts.  The Debtors estimate that $30 million on
account of 503(b)(9) Claims have accrued as of the Petition Date,
$20,700,000 of which will become due and owing within the first 21
days of the Chapter 11 cases.

Finally, the Debtors rely upon certain Foreign Vendors to supply
goods in connection with their business operations. For example,
certain Chinese vendors manufacture customized cups, glassware,
bags, and other retail items that are used or sold in the Debtors'
domestic casinos. The Debtors estimate that, as of the Petition
Date, they owe only a de minimis amount to Foreign Vendors on
account of prepetition claims held against the Debtors' estate
--i.e., approximately $110,000.

Accordingly, the Debtors filed a motion seeking approval to pay (i)
certain prepetition claims of the Lien Claimants on an interim
basis in an amount not to exceed $8,000,000, and an aggregate
amount not to exceed $10.0 million, (ii) Sec. 503(b)(9) Claims on
an interim basis in an amount not to exceed $20.7 million, and an
aggregate amount not to exceed $30.0 million, and (iii) the Foreign
Vendor Claims in an amount not to exceed $110,000.

                    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.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10 percent second lien notes in the company, filed an
involuntary Chapter 11 bankruptcy petition against Caesars
Entertainment Operating Company, Inc. (Bankr. D. Del. Case No.
15-10047) on Jan. 12, 2015.  The bondholders are represented by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP.

In January 2015, Caesars Entertainment and subsidiary CEOC
announced that holders of more than 60% of claims in respect of
CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior
secured notes due 2020 and CEOC's 9% senior secured notes due 2020
have signed the Amended and Restated Restructuring Support and
Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars
Entertainment, CEOC and the Consenting Creditors.  As a result, the
RSA became effective pursuant to its terms as of Jan. 9, 2015.

CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill.  Lead Case No. 15-01145) on
Jan. 15, 2015.  CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.

Kirkland & Ellis serves as the Debtors' counsel.  Alixpartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  Judge Benjamin Goldgar presides
over the cases.


CAESARS ENTERTAINMENT: To Pay Prepetition Claims of PACA Vendors
----------------------------------------------------------------
Caesars Entertainment Operating Company, Inc., and its affiliated
debtors seek approval from the Bankruptcy Court to pay all claims
arising under the Perishable Agricultural Commodities Act of 1930
("PACA") to PACA vendors.

The Debtors' casinos and hotels offer first-class fine and casual
dining choices, which include restaurants, bars, and catering and
in-room dining services to 42,000 hotel rooms.  In connection
therewith, the Debtors purchase a variety of consumable goods,
including goods that may be deemed "perishable agricultural
commodities" under PACA.

To ensure the uninterrupted supply of the necessary fresh produce,
the Debtors seek authority to continue to pay PACA Vendors in the
ordinary course of business and consistent with historical
practices.  The Debtors estimate they owe PACA Vendors $400,000 in
the aggregate for goods covered under PACA delivered prior to the
Petition Date.

                    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.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10 percent second lien notes in the company, filed an
involuntary Chapter 11 bankruptcy petition against Caesars
Entertainment Operating Company, Inc. (Bankr. D. Del. Case No.
15-10047) on Jan. 12, 2015.  The bondholders are represented by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP.

In January 2015, Caesars Entertainment and subsidiary CEOC
announced that holders of more than 60% of claims in respect of
CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior
secured notes due 2020 and CEOC's 9% senior secured notes due 2020
have signed the Amended and Restated Restructuring Support and
Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars
Entertainment, CEOC and the Consenting Creditors.  As a result, the
RSA became effective pursuant to its terms as of Jan. 9, 2015.

CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill.  Lead Case No. 15-01145) on
Jan. 15, 2015.  CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.

Kirkland & Ellis serves as the Debtors' counsel.  Alixpartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  Judge Benjamin Goldgar presides
over the cases.


CALMENA ENERGY: Receives Demand Letter from Senior Lender
---------------------------------------------------------
Calmena Energy Services Inc. said that on Jan. 19, 2015, its senior
lender made a formal written demand on Calmena and certain of its
subsidiaries that payment of all amounts owing under the Credit
Facilities be made within 10 calendar days of the delivery of such
notice, and delivered to the Company and its subsidiaries Form 86
Notices of Intention to Enforce Security pursuant to the provisions
of Section 244(1) of the Bankruptcy and Insolvency Act (Canada)
("BIA") whereby the Senior Lender set forth its intention to
enforce its security on the expiration of ten days following the
date of delivery of such Notices of Intention.  Also on Jan. 19,
2015, the Senior Lender made an application to the Court of Queen's
Bench of Alberta to appoint an interim receiver under the BIA to
protect its security during the demand period.  This application
was adjourned to 3:00 p.m. on Jan. 20, 2015.

The Company owes approximately $16.6 million under the Credit
Facilities.  The Credit Facilities are secured by all of Calmena's
and its subsidiaries' assets located in Canada, USA and Mexico.

Trading in the common shares of the Company on the Toronto Stock
Exchange ("TSX") has been suspended by the TSX.  The TSX is
carrying out an expedited review of the suitability of the Company
for continued listing on the TSX, with a meeting of the Continued
Listing Committee of TSX scheduled to be held on January 23, 2015
to consider whether or not to delist the securities of the
Company.

                  About Calmena Energy Services

Calmena is a diversified energy services company that provides
contract drilling and directional drilling services to its
customers operating in the United States, Latin America and the
Middle East and North Africa.  The common shares of Calmena trade
on the Toronto Stock Exchange under the symbol "CEZ".



CAMPERWORLD BUSINESS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Camperworld Business Trust
        411 West 7200 South, Suite 300
        Midvale, UT 84047

Case No.: 15-20383

Chapter 11 Petition Date: January 20, 2015

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: Matthew M. Boley, Esq.
                  PARSONS KINGHORN HARRIS, PC
                  111 E. Broadway, 11th Floor
                  Salt Lake City, UT 84111
                  Tel: (801) 363-4300
                  Fax: (801) 363-4378
                  Email: mmb@pkhlawyers.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Diane Williams, president of Camperworld
Utah, Inc., as trustee.

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


DAHL'S FOODS: Employee Ownership Plan Members Last to Be Paid
-------------------------------------------------------------
Dahl's Foods Inc. stopped making payments through its employee
stock ownership plan, which served as retirement savings for many
employees, in August 2014, and experts said that members of the
plan will be the last to paid in a bankruptcy, Patt Johnson at The
Des Moines Register reports.

It is difficult to predict if payouts would be made, The Des Moines
Register relates, citing Susan Lenczewski, an employee benefits and
executive compensation attorney in Minneapolis.  "There are so many
parties in front of shareholders in a bankruptcy.  Even if there's
a small bit of cash left after everything else is paid, there could
be (ESOP) payouts," The Des Moines Register quoted Ms. Lenczewski
as saying.

According to The Des Moines Register, payments were based on the
price of the stock, which had fallen significantly in the past two
years.  The report recalls that the employee stock ownership plan
was formed in 1975, and Department of Labor documents documents
show that as of 2012, it had about 773 participants.

                        About Dahl's Foods

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

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

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


DATAPIPE INC: S&P Retains CCC+ Rating Over Increased 2nd Lien Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CCC+' issue-level
rating and '6' recovery rating on Datapipe Inc.'s senior secured
second-lien credit facility remain unchanged following the
company's proposed $10 million add-on, which will increase the
credit facility's total amount to approximately $125 million.  The
'6' recovery rating indicates S&P's expectation for negligible
recovery (0%-10%) in the event of a payment default.

"We expect the company to use the proceeds to repay borrowings
under its revolving credit facility, improving its liquidity
position.  The 'B' corporate credit rating and stable outlook on
Datapipe remain unchanged.  We continue to expect that adjusted
leverage will decline to below 7x in 2015, benefiting from organic
EBITDA growth and potential acquisitions.  Under our base-case
scenario, we expect that the company will continue to generate
negative free operating cash flow in 2015, while maintaining
"adequate" liquidity due to availability under its $52 million
revolving credit facility and modest cash balances.  We do not
expect any revisions to existing covenant levels as a result of the
proposed transaction.  We expect that the company will maintain
adequate headroom against these covenants pro forma for any
potential acquisitions," S&P said.

RATINGS LIST

Datapipe Inc.
Corporate Credit Rating                B/Stable/--
  $125 mil. second-lien term loan
  Senior Secured                        CCC+
   Recovery Rating                      6



DVORKIN HOLDINGS: Trustee Gets Approval to Sell Property to NARE
----------------------------------------------------------------
The bankruptcy trustee of Dvorkin Holdings, LLC, received approval
from U.S. Bankruptcy Judge Jack Schmetterer to sell real property
to NARE Investments LLC for $3.4 million.

The property includes a commercial building and 13,611 square feet
of land area.  It is located at 1000 N. Halsted St., Chicago, in
Cook County, Illinois.

NARE Investments will acquire the property on an "as is, where is"
basis, without representation or warranty of any kind, according to
court filings.

                      About Dvorkin Holdings

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

Dvorkin Holdings filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor
disclosed $69.9 million in assets and $9.30 million in liabilities
as of the Chapter 11 filing.  Bankruptcy Judge Jack B. Schmetterer
oversees the case.  Michael J. Davis, Esq., at Archer Bay, P.A., in
Lisle, Ill., serves as counsel to the Debtor.  The petition was
signed by Loran Eatman, vice president of DH-EK Management Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 Trustee.

Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel.
Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as
conflicts counsel.


DVORKIN HOLDINGS: Trustee Seeks Approval to Sell Chicago Apartment
------------------------------------------------------------------
The bankruptcy trustee of Dvorkin Holdings, LLC, has filed a motion
seeking court approval to sell a condominium apartment in Chicago,
Illinois.

The property located at 700 W. Grand Ave., Fifth Floor, in Chicago,
is worth $460,000, according to an appraisal conducted by Property
Valuation Services.

Gus Paloian, the bankruptcy trustee, proposed to sell the apartment
to Beverly Dvorkin.  Pursuant to their agreement, the purchase
price will be the amount outstanding under the mortgage note on the
property.

The bankruptcy trustee also proposed that the property be
transferred to the buyer "free and clear" of liens held by 1426
Washington Avenue LLC, BMO Harris Bank N.A., Keyth Security Systems
Inc.

The motion is on Judge Jack Schmetterer's calendar for Feb. 6.

                      About Dvorkin Holdings

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

Dvorkin Holdings filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor
disclosed $69.9 million in assets and $9.30 million in liabilities
as of the Chapter 11 filing.  Bankruptcy Judge Jack B. Schmetterer
oversees the case.  Michael J. Davis, Esq., at Archer Bay, P.A., in
Lisle, Ill., serves as counsel to the Debtor.  The petition was
signed by Loran Eatman, vice president of DH-EK Management Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 Trustee.

Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel.
Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as
conflicts counsel.



EAST SAILE PROPERTIES: Case Summary & 2 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: East Saile Properties, LLC
        4736 East Saile Drive
        Batavia, NY 14020

Case No.: 15-10090

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 20, 2015

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Hon. Michael J. Kaplan

Debtor's Counsel: David H. Ealy, Esq.
                  TREVETT, CRISTO, SALZER & ANDOLINA P.C.   
                  2 State Street, Suite 1000
                  Rochester, NY 14614
                  Tel: (585) 454-2181
                  Fax: (585) 454-4026
                  Email: dealy@trevettlaw.com

Total Assets: $450,000

Total Liabilities: $1.74 million

The petition was signed by Nash A. Dsylva, sole member.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/nywb15-10090.pdf


ECNJ PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ECNJ Properties, LLC
        1022 Highway 34
        Matawan, NJ 07747

Case No.: 15-10978

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 20, 2015

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

Judge: Hon. Michael B. Kaplan

Debtor's Counsel: Richard J. Pepsny, Esq.
                  LAW OFFICE OF RICHARD J. PEPSNY
                  157 Broad Street, Suite 205
                  Red Bank, NJ 07701
                  Tel: (732) 842-8505
                  Fax: (732) 842-8525
                  Email: pepsnylawfirm@msn.com

Total Assets: $2.74 million

Total Liabilities: $1.68 million

The petition was signed by Robert G. Casper, Sr., managing member.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb15-10978.pdf


ESTELLA'S IN GARLAND: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Estella's in Garland, LLC
        5085 N. President George Bush Freeway
        Garland, TX 75040

Case No.: 15-40117

Chapter 11 Petition Date: January 20, 2015

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER ATTORNEY, PLLC
                  12720 Hillcrest Road, Suite 625
                  Dallas, TX 75230
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: joyce@joycelindauer.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Matt G. Martinez III, member.

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


FRED FULLER: Amends Schedules of Assets & Debt
----------------------------------------------
Fred Fuller Oil & Propane Co., Inc., amended it schedules of assets
and liabilities to provide changes to Schedules E, F and G.  The
schedules now provide these data:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $23,637,227
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $104,688
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $12,790,702
                                 -----------      -----------
        TOTAL                    $23,637,227      $12,895,390

A copy of the Amended Schedules is available for free at:

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

                      About Fred Fuller Oil

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

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

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


GARLOCK SEALING: Asbestos Law Firms Allegedly Hid Evidence
----------------------------------------------------------
Tom Hals at Reuters reports that four law firms who have sued
Garlock Sealing Technologies allegedly concealed evidence and
induced clients to commit perjury to drive up asbestos-related
settlements and garner bigger fees.  

Reuters relates that evidence showing that the law firms' clients
were exposed to asbestos products made by other companies were
allegedly hidden because the other companies were bankrupt, making
the Company a much more attractive target for an asbestos lawsuit.

The Company was trying to relitigate settled cases and blame others
for the consequences of its own conduct, Reuters says, citing
attorneys for the law firms.

Reuters recalls that the racketeering lawsuits originally filed in
2014 were ordered unsealed last summer but only became available to
the public on Tuesday.

According to Reuters, among examples of alleged fraud cited by
unsealed complaints is the Shein Law Center's handling of a lawsuit
by Vincent Golini, who was diagnosed with deadly mesothelioma in
2009 and allegedly told the law firm he was exposed to 14 asbestos
products made by bankrupt companies including Owens Corning and
Armstrong World Industries.  Court documents show that when Mr.
Golini sued the Company he denied exposure to any products made by
a bankrupt manufacturer.

The racketeering lawsuit is without merit and Shein Law represented
its clients "ethically and properly," Reuters states, citing Daniel
Brier, Esq., at Myers Brier & Kelly, the attorney for Shein Law.

                      About Garlock Sealing

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

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

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

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

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

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

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


GARLOCK SEALING: Unsealed Court Documents Discredit RICO Claims
---------------------------------------------------------------
Newly unsealed court documents in the bankruptcy of Garlock Sealing
Technologies discredit allegations previously leveled by Garlock
against nationally recognized trial law firm Simon Greenstone
Panatier Bartlett, PC, the firm said on Jan. 21.

In January 2014, Garlock filed under seal a Racketeer Influenced
and Corrupt Organizations (RICO) lawsuit against Simon Greenstone
claiming that Garlock, a maker of asbestos gasket material, had
been duped into settling certain lawsuits brought by mesothelioma
victims fatally injured by asbestos products.  In court filings,
Garlock said the law firm had concealed evidence that its clients
had been exposed to asbestos thermal insulation products, which are
not manufactured by Garlock and which Garlock claims are much more
dangerous than the asbestos in Garlock's products.

All documents in the case had been sealed, however, until the court
ordered them to be made public.  The documents were made available
yesterday.

Even a cursory review of the court record, which includes scores of
email communications between Garlock's lawyers and Simon
Greenstone, clearly shows that Simon Greenstone never concealed
evidence or misled Garlock, said Michael W. Magner, lead attorney
for Simon Greenstone.

"To the contrary, it is clear that Garlock knew that it was
responsible and was desperate to avoid having the evidence against
Garlock aired in public in front of a jury," he said.  "It is
beyond the pale that Garlock would make such boldly false claims in
order to try and work a better deal for themselves in the
bankruptcy."

"In each of the three cases specifically identified by Garlock as
an example of instances in which it was not informed that the
victims may have been exposed to asbestos-containing insulation
products manufactured by companies other than Garlock, Simon
Greenstone's clients themselves identified exposure to asbestos
insulation products in their own depositions," Mr. Magner said.
"And Simon Greenstone's and other defense experts all likewise
admitted to and testified about those exposures."

Garlock is merely trying to re-litigate cases it settled many years
ago, Mr. Magner said.

"Garlock's management and attorneys pursued a strategy of settling
their cases early to mitigate their losses and save on attorneys'
fees, and they should not be allowed to unravel their deal long
after these plaintiffs have died from their illness," he said.

"This lawsuit is -- at its core -- an attempt to close the
courthouse doors to those individuals who contracted a fatal
illness from their exposure to asbestos," Mr. Magner said.  "Many
of those victims are military veterans who were exposed to regular
doses of asbestos while honorably serving their country. Providing
them and their families with a modest level of financial
compensation is literally the least Garlock can do."

                     About Garlock Sealing

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

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

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

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

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

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

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


GENERAL MOTORS: Unsecured Creditors Win Challenge to $1.5B Loan
---------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that a
federal appeals court in New York said a mistake in the paperwork
rendered a $1.5 billion bank loan made years ago to struggling
General Motors Co. an unsecured debt, rather than a secured loan.

According to the report, the ruling was a win for unsecured
creditors who have argued for years that a loan from a syndicate
led by J.P. Morgan Chase & Co. should not be ranked as a secured
debt in GM's bankruptcy.  The loan was paid off early in the
Chapter 11 proceeding, but unsecured creditors could be able to
claw the money back to a trust that is still gathering funds for
old GM's unpaid bills, the report related.

                       About General Motors

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.

                        *     *     *

The Troubled Company Reporter, on Sep. 29, 2014, reported that
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from
'BB+', and revised the outlook to stable from positive.  At the
same time, S&P raised its issue-level rating on GM's unsecured
debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4'
recovery rating on that debt, because S&P do not assign recovery
ratings to the issues of investment-grade companies.

On Oct. 21, 2014, the TCR reported that Fitch Ratings has assigned
a rating of 'BB+' to GM's amended unsecured credit facilities.
Fitch currently rates GM's Issuer Default Rating (IDR) 'BB+'.  The
Rating Outlook is Positive.  Fitch has also affirmed and withdrawn
the 'BB+' IDR of GM's General Motors Holdings LLC (GM Holdings)
subsidiary, as there is no longer any rated debt at the subsidiary,
and Fitch does not expect the subsidiary to be an active issuer
going forward.  Fitch has also withdrawn GM Holdings' unsecured
credit facility rating of 'BB+' as the subsidiary is no longer a
borrower on the facilities.

The TCR, on Nov. 6, 2014, reported that Fitch Ratings has assigned
a rating of 'BB+' to GM's proposed issuance of senior unsecured
notes.  The existing Issuer Default Rating (IDR) for GM is 'BB+'
and the Rating Outlook is Positive.


GENESIS HEALTHCARE: S&P Lowers Rating to 'B-'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Kennett
Square, Pa.-based nursing home operator Genesis HealthCare LLC to
'B-' from 'B'.  The outlook is stable.

In conjunction with the downgrade, S&P lowered its issue-level
rating on the company's $325 million term loan to 'B-' from 'B'.
The recovery rating of '3' is unchanged, reflecting S&P's
expectation for meaningful (50%-70%) recovery in the event of a
default.

"The downgrade follows a review of the industry prospects for
nursing facilities and reflects our assessment that Genesis will be
challenged to generate substantial free cash flow on a sustained
basis," said credit analyst David Kaplan.

S&P's rating on Genesis reflects its assessment of its business
risk profile as "weak" and the financial risk profile as "highly
leveraged", and S&P's view that the company's financial risk is
comparatively weak within the highly leveraged assessment.

S&P's outlook is stable, reflecting its view that industry
headwinds will offset margin expansion initiatives, leading to thin
margins near current levels, and that the company will generate
only modestly positive free cash flow.

Downside scenario

S&P could lower its rating if it sees material margin pressure or
if the company fails to generate positive free cash flow and starts
to deplete available cash, leading S&P to believe the company is
unable to sustain the burden of fixed obligations in the capital
structure.

Upside scenario

While an upgrade is unlikely in 2015, this could occur if the
company demonstrates it's able to generate substantial positive
free flow on a consistent basis.



GIGAMEDIA LIMITED: Receives Nasdaq Staff Deficiency Letter
----------------------------------------------------------
GigaMedia Limited, an online games and computing services provider,
on Jan. 20 disclosed that it received a Deficiency Letter for the
minimum bid price requirement for continued listing, dated January
14, 2015, from the NASDAQ Stock Market LLC. In the letter, it
indicated that the Company failed to meet the minimum bid price
requirement as set forth in Listing Rule 5450(a)(1).  It has
resulted from the fact that the bid price of the Company's common
stock closed below US$1 per share for the last 30 consecutive
business days.

In accordance with Nasdaq Stock Market Rule 5810 (c)(3)(A),
GigaMedia has a grace period of 180 calendar days, or until July
13, 2015, to regain compliance.  If at any time before July 13,
2015, the bid price of the Company's common stock closes at $1.00
per share or more for a minimum of 10 consecutive business days,
Nasdaq will provide a written notification to the Company
indicating that it complies with the Minimum Bid Price Rule.

Nasdaq Letter has no immediate impact on the listing of the
Company's common stock on the Nasdaq Stock Market.  The Company's
common stock will continue to trade on the Nasdaq Capital Market
under the symbol "GIGM."

Gigamedia will monitor the bid price for its common stock between
now and July 13, 2015, and will consider available options to
resolve the deficiency and regain compliance with the Nasdaq
minimum bid price requirement.

This announcement is made in compliance with Nasdaq Stock Market
Rule 5810(b), which requires prompt disclosure of receipt of a
deficiency notification.

                         About GigaMedia

Headquartered in Taipei, Taiwan, GigaMedia Limited (Singapore
registration number: 199905474H) -- http://www.gigamedia.com/-- is
a diversified provider of online games and cloud computing
services.  GigaMedia's online games business is an innovative
leader in Asia with growing game development, distribution and
operation capabilities, as well as platform services for games;
focus is on mobile games and social casino games.  The company's
cloud computing business is focused on providing enterprises in
Greater China with critical communications services and IT
solutions that increase flexibility, efficiency and
competitiveness.


GLENDORA MARKETPLACE: Bought Out of Receivership by Storm
----------------------------------------------------------
Completing its second all-cash acquisition in two months, Storm
Properties Inc. has acquired out of receivership Glendora
Marketplace, a 22,000 square-foot retail center located at the
intersection of Lone Hill Avenue and Gladstone Street in Glendora.

The center boasts a desirable mix of regional, national and credit
tenants comprised of Verizon Wireless, Game Stop, Baja Fresh and
Ortho Mattress, plus an additional 1,890 square-foot space that is
available for lease.  It also is part of a nearly 800,000
square-foot master-planned retail power center with major anchors
The Home Depot, Sam's Club, Kohl's, Best Buy, AMC Theaters and
other national retailers.

"This is a great corner location with strong demographics and more
than 111,000 residents within a three-mile radius," stated Jay
Ahluwalia, president of Storm Properties.  "We were well positioned
to take advantage of a short time frame required by the court to
conduct due diligence and close escrow without contingencies."

The acquisition of Glendora Marketplace adds to Storm Properties'
retail portfolio that includes 50,000 square-foot Storm Plaza in
Torrance, now in its second phase.  CVS/pharmacy, Wells Fargo Bank
and Goodwill Store are now open.

The company currently operates a diverse portfolio of industrial,
retail properties and land, and is targeting significant growth
through further acquisitions.  Its efforts are focused on core-plus
to value-add retail and industrial properties in the $5-million to
$20-million range in major Western metro markets.  With a
development pipeline of more than $100 million, Storm is seeking
additional residential entitlement and commercial/industrial
development opportunities.

Storm Properties has been actively engaged in the acquisition,
development, management and sale of industrial, commercial and
multifamily real estate for more than 40 years.  It has
successfully developed more than one million square-feet of
industrial and commercial buildings.

Storm Properties -- http://www.storm-properties.com/-- is a
subsidiary of Torrance-based Storm Industries, Inc., an innovative
and entrepreneurial organization with a growing family of
companies.  Over its 83-year history, Storm has evolved from a
single brass foundry in Los Angeles to a highly diversified group
of businesses operating across the globe.


HCR HEALTHCARE: S&P Lowers CCR to 'B-'; Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Toledo, Ohio-based HCR HealthCare LLC to
'B-' from 'B'.  The outlook is negative.

In conjunction with the downgrade, S&P also lowered its issue-level
rating on the company's term loan to 'B' from 'B+'.  The '2'
recovery rating remains unchanged and reflects S&P's expectation
for substantial recovery (70%-90%; in the upper end of the range)
in the event of a payment default.

The downgrade reflects S&P's assessment that the company is
unlikely to be able to generate free cash flow on a sustained
basis, absent a renegotiation of lease payments.

S&P's corporate credit rating on HCR Healthcare continues to
reflect S&P's assessment of the company's business risk profile as
"weak" and its financial risk profile as "highly leveraged," as
well as S&P's view that its financial risk is comparatively weak
within the highly leveraged assessment.

"Our rating outlook on HCR is negative, reflecting the mature and
low-growth nature of the skilled nursing industry, continued
reimbursement headwinds, and escalating lease payments," said
Standard & Poor's credit analyst David Kaplan.  Absent some
renegotiation and relief of lease payments, S&P expects rent
escalators on the company's extensive lease obligations to pressure
EBITDA (after lease payments) and to lead to increasing free cash
flow deficits.  Under this scenario, S&P expects that the company
may exhaust its cash balances and run up against its financial
covenants within two years.

S&P could also lower the rating by the end of 2015 if the company
does not amend lease obligations to more sustainable levels.  S&P
could also lower the rating if it sees continued margin pressure
stemming from adverse changes to reimbursement and/or higher
operating costs including labor, which would increase the cash flow
deficits.  

While a revision of the outlook to stable is unlikely over the next
few quarters, this could occur if the company outperforms S&P's
base case scenario such that it gain comfort that it would be free
cash flow positive or neutral on a sustained basis, after
accounting for the escalating lease payments.



HEALTHSOUTH CORP: New $300MM Notes No Impact on Moody's B1 Rating
-----------------------------------------------------------------
Moody's Investors Service said that HealthSouth Corporation's
proposed offering of $300 million of senior unsecured notes due
2024 has no impact on its ratings, including the B1 (LGD 4) rating
on the company's existing senior unsecured notes. Moody's
understands that the proceeds of the offering, which is an add-on
to the company's existing 5.75% senior notes due 2024, will be used
to repay a portion of the company's senior secured term loan and
revolver. HealthSouth's Ba3 Corporate Family Rating and Ba3-PD
Probability of Default Ratings also remain unchanged given Moody's
expectation that credit metrics will not be meaningfully impacted
by this transaction. The stable rating outlook is also unchanged.

Moody's understands that the repayment of a portion of the recently
completed term loan with the proceeds of the note offering is in
accordance with a first out provision of that facility. Further,
all else being equal, the issuance of unsecured notes in excess of
the $300 million offering and a commensurate increase in the
repayment of senior secured debt could result in an upgrade of the
senior unsecured instrument rating by one notch.

Ratings Rationale

HealthSouth's Ba3 Corporate Family Rating reflects the company's
moderate leverage and strong interest coverage. Moody's expects
that healthy cash flow will allow the company to reduce leverage
following the December 31, 2014 acquisition of EHHI Holdings, Inc.,
and its Encompass home health and hospice business, and continue to
invest in growing its inpatient rehabilitation business. Moody's
also acknowledges that HealthSouth's considerable scale in the
inpatient rehabilitation sector and geographic diversification
should allow the company to adjust to or mitigate payment
reductions more easily than many other inpatient rehabilitation
providers. Further, while the acquisition of Encompass will not
reduce HealthSouth's reliance on the Medicare program for a
significant portion of revenue, it will diversify the company's
offerings across the post-acute continuum of care by adding home
health and hospice services.

The ratings could be upgraded if HealthSouth can sustain debt to
EBITDA below 3.0 times and EBITA to interest above 3.5 times. Also,
the company would need to remain disciplined in regards to
shareholder returns and their impact on credit metrics. Finally,
Moody's would need to gain comfort around the company's high
exposure to Medicare and the potential for negative reimbursement
changes prior to a ratings upgrade.

If Moody's expects debt to EBITDA to increase and be sustained
above 4.0 times, either through unforeseen adverse developments in
Medicare reimbursement, a significant debt financed acquisition, an
increased appetite for debt financed shareholder initiatives, or
deterioration in operating performance, the ratings could be
downgraded.

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

Headquartered in Birmingham, Alabama, HealthSouth Corporation is
the largest operator of inpatient rehabilitation facilities (IRFs).
The company recognized over $2.3 billion in revenue for the twelve
months ended September 30, 2014.



HEALTHSOUTH CORP: S&P Retains 'BB-' CCR Over $300MM Notes Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
HealthSouth Corp. are not affected by the company's plans to
increase its 5.75% senior notes by roughly $300 million.  S&P
expects the company to use the proceeds to retire $250 million of
term-loan debt, and use additional amounts to reduce amounts
outstanding on the revolver.

S&P's 'BB-' corporate credit rating on HealthSouth reflects its
assessment of the company's business risk as "weak" and the
financial risk profile as "significant".  The outlook is stable.

All S&P's issue-level ratings on HealthSouth, including the 'BB-'
on these unsecured notes, remain unchanged.  The recovery rating of
'4' on these unsecured notes is unchanged despite the modest change
in the capital structure, and reflects S&P's expectation for
average (30%-50%) recovery in the event of a default.

HealthSouth's business risk profile is characterized by a narrow
focus on inpatient rehabilitation facilities (the overwhelming
majority of its revenues), high exposure to reimbursement risk from
Medicare (about 74% of revenues), and significant exposure to
regulatory changes for inpatient rehabilitation services.  These
issues are partly offset by the company's scale (about $2.8 billion
of estimated revenues for 2015), a leading market position within
the inpatient rehabilitation services industry, and strong
profitability (adjusted EBITDA margins of about 25%).

HealthSouth's financial risk profile is characterized by debt
leverage in the 3x to 4x range.  S&P estimates leverage of 3.4x for
2015 and the ratio of funds from operations (FFO) to debt of 23%,
both materially unchanged from current levels as of Sept. 30, 2014.
S&P expects HealthSouth to maintain leverage near current levels
and to prioritize shareholder returns over debt reduction. This
expectation is supported by a recently initiated common dividend
and share repurchases.

Recovery Analysis

Key analytical factors

   -- Pro forma for this refinancing, HealthSouth Corp. has a $600

      million secured revolver, a $200 million term loan, about
      $1.3 billion of unsecured debt, consisting of senior notes
      due 2020, 2022, and 2024.  It has capital leases of around
      $85 million, about $320 million of senior subordinated
      convertible notes, and about $90 million of preferred stock.

   -- S&P estimates that, for HealthSouth to default, EBITDA would

      need to decline to about $250 million--a significant
      deterioration from current levels.  In the event of a
      default, S&P expects HealthSouth to reorganize.

   -- S&P valued the company applying a 5.5x multiple to its
      projected emergence EBITDA of $250 million.

   -- S&P's hypothetical default scenario contemplates a default
      stemming primarily from a decline in Medicare/Medicaid
      reimbursement.

Simulated default assumptions

   -- Simulated year of default: 2018
   -- EBITDA at emergence: $250 million
   -- EBITDA multiple: 5.5x

Simplified waterfall

   -- Net enterprise value (after 7% administrative costs): $1,280

      mil.
   -- Valuation split in % (obligors/nonobligors): 71/29
   -- Priority claims: $50 million
  ----------------------------------------------------------
   -- Collateral value available to secured creditors: $860
      million
   -- Secured first-lien debt: $690 million
   -- Recovery expectations: 90% to 100%
  -----------------------------------------------------------
   -- Total value available to senior unsecured claims: $540
      million
   -- Unsecured debt claims: $1,350 million
   -- Recovery expectations: 30% to 50%
  ------------------------------------------------------------
   -- Total value available to subordinated convertible notes: 0
   -- Subordinated debt claims: $320 million
   -- Recovery expectations: 0 to 10%

Notes: All debt amounts include six months' prepetition interest.

RATINGS LIST

HealthSouth Corp.
  Corporate Credit Rating              BB-/Stable/--
  $750 million 5.75% sr
  unsecured notes due 2024             BB-
    Recovery Rating                    4



HIPCRICKET INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hipcricket, Inc.
           fka Augme Technologies, Inc.
           fka Modavox, Inc.
        110 110th Avenue NE, Suite 410
        Bellevue, WA 98004

Case No.: 15-10104

Type of Business: The Debtor provides end-to-end data driven
                  mobile advertising and marketing solutions
                  through its proprietary AD LIFE software-as-a
                  service platform -- a proprietary, mobile
                  engagement platform for businesses to
                  communicate with customers through cellphones,
                  tablets and other mobile devices.

Chapter 11 Petition Date: January 20, 2015

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: James E. O'Neill, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 North Market Street, 17th Floor
                  Tel: PO Box 8705
                  Wilmington, DE 19899-8705
                  Tel: 302-652-4100
                  Fax: 302-652-4400
                  Email: jo'neill@pszjlaw.com

Debtor's          PERKINS COIE LLP
Special
Corporate
Counsel:

Debtor's          CANACCORD GENUITY INC.
Investment
Banker:

Debtor's          RUST CONSULTING OMNI BANKRUPTCY
Claims and
Noticing Agent:

Total Assets: $16.79 million as of January 20, 2015

Total Debts: $12.05 million as of January 20, 2015

The petition was signed by Todd Wilson, chief executive officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Mobilefuse                             Trade          $2,084,583
36 Maple Place
Suite 306
Manhasset, NY 11030
Attn: Ken Harlan
Tel: 201-988-3802

Tapit Media                            Trade          $1,134,392
Attn: Accounts Receivable
4000 MacArthur Blvd Suite #300
Newport Beach, CA 92660
Attn: Alan Knitowski
Tel: 512-745-4080

Zumobi, Inc.                           Trade            $905,889
Dept LA 23808
Padadena, CA 23808
Attn: Lara Rickard
Tel: 206-226-6710
Lara.rickard@zumobi.com

Perkins Coie                         Legal Fees         $521,395
1201 Third Avenue
40th Floor
Seattle, WA 98101-3099
Attn: Andrew Moore
Tel: 206-359-3143
amoore@perkinscoie.com

Shaub & Williams LLP                 Legal Fees         $427,080
David Shaub
12121 Wilshire Blvd., Ste 205
Los Angeles, CA 90025
Attn: David Shaub
Tel: 310-826-6678

Mobilewalla, Inc.                      Trade            $417,194
2472 Jett Ferry Road, Suite 400-
214
Dunwoody, GA 30338
Attn: Anindya Datta
adatta@mobilewalla.com

Adap.tv.Inc.                           Trade            $317,910
1 Waters Park Drive
Suite 250
San Mateo, CA 94403
Attn: Matt Mangone
Tel: 703-265-2863

StrikeAd, Inc.                         Trade            $276,587
P.O. Box 203823
Dallas, TX 75320-3823
Attn: Jay Hirschson
Tel: 917-701-0839
jay.hirschson@strikeead.com

AIM Consulting Group                   Trade            $256,373
PO Box 796
Spokane, WA 99210-0796
Attn: Kyle Guilford
Tel: 425-922-7192

Richardson & Patel LLP              Legal Fees          $215,195

Goodwin Proctor, LLP                Legal Fees          $201,123

NYS Department of Taxation and         Taxes            $199,375
Finance

Drawbridge, Inc.                       Trade            $190,217

Gordon Rees, LLP                    Legal Fees          $188,819

Mobile Posse, Inc.                     Trade            $179,380

Yahoo! Inc.                         Settlement          $176,103

Boehringer Ingelheim                  Rebate            $171,124

Go2Mobi                               Trade             $150,992

Acuity Ads, Inc.                      Trade             $116,118

Live Rail                             Trade             $106,934


HIPCRICKET INC: Enters Into Asset Purchase Agreement with SITO
--------------------------------------------------------------
Hipcricket, Inc. on Jan. 21 disclosed that it has entered into an
asset purchase agreement with SITO Mobile Ltd., as the "stalking
horse" bidder to acquire substantially all of the Company's assets
for aggregate consideration of approximately $4.5 million.  To
facilitate the sale, the Company has filed a voluntary petition
under Chapter 11 in the United States Bankruptcy Court for the
District of Delaware along with a motion seeking authorization to
approve bid procedures under Section 363 of the U.S. Bankruptcy
Code.

During this process, Hipcricket expects that its day-to-day
operations will continue uninterrupted, subject to Court approval
of Hipcricket's "first day" motions.  The Company is seeking Court
approval to maintain its current employee benefits and payroll
programs, maintain its existing cash management system and pay
ongoing use and sales taxes in the ordinary course of business.  In
order to fund operations during the sale period, SITO Mobile has
agreed to provide Hipcricket up to $3.4 million in
debtor-in-possession ("DIP") financing.  The proposed sale bidding
procedures, DIP financing and Hipcricket's asset purchase agreement
all are subject to Court approval.

"Over the past year, management has worked diligently to optimize
Hipcricket's expense structure and move Hipcricket toward
profitable and sustainable revenue growth," said Todd Wilson,
Hipcricket's Chairman and Chief Executive Officer.  "While we have
implemented various cost-cutting initiatives and explored a wide
variety of strategic alternatives, the benefits of these efforts
could not be fully realized and liabilities continued to mount.  As
such, the Board determined that a sale of assets via a
court-supervised process provides Hipcricket the most viable option
to protect our human capital and maximize recovery for our
stakeholders.  We are pleased that SITO Mobile has agreed to carry
our business forward.  We believe this partnership will provide a
new foundation upon which to stand and brings together two
best-in-class mobile marketing and mobile advertising solutions."

Under the terms of the agreement, SITO Mobile would offer
employment to all Hipcricket employees and there are not expected
to be any changes to customer contracts, agreements and services.
It is contemplated that Todd Wilson, Hipcricket's Chief Executive
Officer, would join SITO Mobile as a consultant during a six to
twelve month transition period following the sale to help
facilitate a seamless integration.

"By joining together Hipcricket and SITO Mobile, we will
effectively be creating a market leader in mobile marketing and
location based mobile advertising," said Jerry Hug, Chief Executive
Officer of SITO Mobile.  "We look forward to working with Todd and
the rest of the Hipcricket team."

As part of the sale process under Section 363 of the Bankruptcy
Code, other interested parties will have an opportunity to submit
bids, and the SITO Mobile stalking horse bid is subject to higher
or better offers.  The final highest or best bid will then require
Court approval.  The Company anticipates the sale culminating
within 45 to 60 days.

Based upon the anticipated outcome of the transaction, Hipcricket's
assets are expected to be insufficient to satisfy all its
obligations to creditors.  Accordingly, as provided under
applicable law, it is expected that no distributions will be made
to holders of the Company's common stock and the common stock will
be extinguished upon consummation of the Chapter 11 plan.

Pachulski, Stang, Zeihl & Jones LLP and Perkins Coie LLP are
serving as the Company's legal advisors and Canaccord Genuity is
serving as its financial advisor.

For access to Court documents and other general information about
Hipcricket's Chapter 11 case, please visit:
http://www.omnimgt.com/hipcricket

                      About SITO Mobile Ltd.

SITO Mobile -- http://www.sitomobile.com/-- provides a mobile
engagement platform that enables brands to increase awareness,
loyalty, and ultimately sales.

                         About Hipcricket

Headquartered in Bellevue, Washington, Hipcricket, Inc., formerly
known as Augme Technologies, is a publicly held Delaware
corporation.  Hipcricket is in the business of providing
end-to-end, data-driven mobile advertising and marketing solutions
through its proprietary AD LIFE software-as-a service platform -- a
proprietary, mobile engagement platform for businesses to
communicate with customers through cellphones, tablets and other
mobile devices.  The Company had 77 full-time employees as of the
bankruptcy filing.

Hipcricket sought Chapter 11 protection (Bankr. D. Del. Case No.
15-10104) on Jan. 20, 2015, with a deal to sell its assets.

The Debtor has tapped Pachulski Stang Ziehl & Jones LLP as counsel,
Canaccord Genuity Inc. as investment banker, Perkins Coie LLP as
special corporate counsel, and Omni Management Group, LLC, as
claims and noticing agent.

As of Jan. 20, 2015, the Company had total assets of $16.8 million
and liabilities of $12.06 million.



HIPCRICKET INC: Files for Chapter 11 to Sell to SITO Mobile
-----------------------------------------------------------
Mobile advertising provider Hipcricket, Inc., sought Chapter 11
protection with a deal to sell most of its assets to SITO Mobile,
Ltd., for $5 million, absent higher and better offers at an
auction.

The buyer has required a quick sale process.  The Debtor is
required to obtain an order approving the proposed bid procedures
within 23 days after the Petition Date, conduct an auction no later
than 3 business days prior to the sale hearing, set a sale hearing
no later than 40 days after the Petition Date, and obtain a sale
order no later than 45 days after the Petition Date.

The Debtor launched a marketing process prepetition.  The Debtor in
January 2014 retained the advisory service of Canaccord Genuity to
explore and evaluate potential strategic alternatives.  Canaccord
reached out to 108 potential interested parties.  Three parties
conducted substantial due diligence.  Ultimately, only one party
SITO Mobile continued to further progress with negotiations
resulting in a definitive Asset Purchase Agreement dated as of Jan.
20, 2015.

SITO Mobile is providing $3.4 million of financing for the Chapter
11 effort.

For the fiscal year ended Feb. 28, 2014, the Company generated
$26.7 million in revenue and $14.3 million in gross profits.  

For the past several years, despite growing revenue, the Debtor has
been incurring substantial operating losses.  For the fiscal years
2014, 2013, and 2012, the Company's net loss from operations was
$22.3 million, $48.8 million, and $22.6 million, respectively.

For the nine months ended Nov. 30, 2014, due to, among other
things, substantial operating and other expenses and a goodwill
impairment adjustment, the Company had a net loss of $53 million.

                   Significant Indebtedness

Since May 2014, the Company has been funding operations primarily
through borrowings under a factoring arrangement, up to a maximum
of $5 million, provided by Fast Pay Partners LLC.  The Debtor had a
secured factoring arrangement with Fast Pay, whereby Fast Pay
purchased accounts receivable from the Debtor and advanced 80
percent of the gross value of the invoices to the Debtor.  As of
the Petition Date, the Debtor owed Fast Pay $1.7 million, in
connection with approximately $2.02 million in factored accounts
receivable.  As of the Petition Date, there is $1.7 million in
non-factored accounts receivable.  The Debtor does not plan on
continuing to request Fast Pay to factor its accounts receivable
postpetition and, upon Court approval, Fast Pay's prepetition
claims will be paid using DIP financing proceeds.

In addition, the Debtor owes material amounts with respect to
various unsecured obligations, including $9.5 million to $10.5
million in trade and other business debt.

                        First Day Motions

The Debtor on the Petition Date filed motions to:

   -- pay employee wages, salaries and other compensation;

   -- maintain its existing bank accounts;

   -- prohibit utilities from discontinuing service;

   -- pay sales and use taxes;

   -- access DPI financing; and

   -- establish procedures for the sale of substantially all
assets.

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

    http://bankrupt.com/misc/Hipcricket_1st_Day_Affidavit.pdf

                         About Hipcricket

Headquartered in Bellevue, Washington, Hipcricket, Inc., formerly
known as Augme Technologies, is a publicly held Delaware
corporation.  Hipcricket is in the business of providing
end-to-end, data-driven mobile advertising and marketing solutions
through its proprietary AD LIFE software-as-a service platform -- a
proprietary, mobile engagement platform for businesses to
communicate with customers through cellphones, tablets and other
mobile devices.  The Company had 77 full-time employees as of the
bankruptcy filing.

Hipcricket sought Chapter 11 protection (Bankr. D. Del. Case No.
15-10104) on Jan. 20, 2015, with a deal to sell its assets.

The Debtor has tapped Pachulski Stang Ziehl & Jones LLP as counsel,
Canaccord Genuity Inc. as investment banker, Perkins Coie LLP as
special corporate counsel, and Omni Management Group, LLC, as
claims and noticing agent.

As of Jan. 20, 2015, the Company had total assets of $16.8 million
and liabilities of $12.06 million.


HIPCRICKET INC: Proposes $3.4MM Financing From Buyer
----------------------------------------------------
Hipcricket, Inc., seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to obtain postpetition secured financing
of up to $3.4 million from SITO Mobile Ltd.

The Debtor requires immediate access to liquidity to ensure that it
is able to preserve the value of the state pending the proposed
sale of its assets, which sale is expected to yield sufficient
proceeds to fund a distribution to general unsecured creditors
under a confirmed plan.

The DIP Facility proceeds will be used to pay off the prepetition
secured amount owed to Fast Pay Partners LLC, honor employee wages
and benefits, and fund necessary operational and related expenses,
and satisfy administrative expenses incurred during the Chapter 11
case pending consummation of the proposed sale.

The salient terms of the DIP facility are:

   -- The DIP facility provides for a line of credit, up to a
maximum of $3.4 million, secured by first priority liens on any and
all of the Debtor's previously unencumbered assets and junior liens
on the Debtor's assets encumbered by Fast Pay's liens.  Up to $2.1
million will be available upon entry of an interim DIP order.

   -- The DIP obligations will be due and payable on the earlier of
the date the sale is consummated or April 3, 2015.

   -- No fees, other than reimbursement of all DIP Lender's
reasonable attorneys' fees and other professional fees, will be
charged by the DIP Lender.

    -- The DIP Lender will charge interest rates of 13 percent per
annum, plus an additional 2 percent upon default.

   -- The Debtor is required to achieve these milestones: (i) the
Final DIP Order must be entered within 30 days after the Petition
Date; (ii) The Bid Procedures Order must be entered within 21 days
after the Petition Date, (iii) The Sale Order must be entered
within 45 days after the Petition Date; and (iv) the Sale must
close by 15 days after the hearing on the Sale Motion.

   -- The DIP Lender will have the right to credit bid the full
amount of its claims in connection with any sale of all or any
portion of the Debtor's assets.

                         About Hipcricket

Headquartered in Bellevue, Washington, Hipcricket, Inc., formerly
known as Augme Technologies, is a publicly held Delaware
corporation.  Hipcricket is in the business of providing
end-to-end, data-driven mobile advertising and marketing solutions
through its proprietary AD LIFE software-as-a service platform -- a
proprietary, mobile engagement platform for businesses to
communicate with customers through cellphones, tablets and other
mobile devices.  The Company had 77 full-time employees as of the
bankruptcy filing.

Hipcricket sought Chapter 11 protection (Bankr. D. Del. Case No.
15-10104) on Jan. 20, 2015, with a deal to sell its assets.

The Debtor has tapped Pachulski Stang Ziehl & Jones LLP as counsel,
Canaccord Genuity Inc. as investment banker, Perkins Coie LLP as
special corporate counsel, and Omni Management Group, LLC, as
claims and noticing agent.

As of Jan. 20, 2015, the Company had total assets of $16.8 million
and liabilities of $12.06 million.


KIDS BRAND: Wants Until April 14 to Propose Chapter 11 Plan
-----------------------------------------------------------
Kid Brands, Inc., et al., in a second motion, are asking the
Bankruptcy Court to extend their exclusive periods to file a
Chapter 11 plan until April 14, 2015, and solicit acceptances for
that plan until June 15.

                        About Kid Brands

Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer,
importer, marketer, and distributor of infant and juvenile
consumer products.  Its operating subsidiaries consist of Kids
Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc.  Providing
"everything but the baby" for a child's nursery, the company sells
infant bedding and accessories under the Kids Line and CoCaLo
brands; nursery furniture under the LaJobi brand; and baby care
items under the Kokopax and Sassy brands.

Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14-
22582) on June 18, 2014.  To preserve the value of their assets,
the Debtors are pursuing a sale of the assets pursuant to section
363 of the Bankruptcy Code.

The Debtor disclosed $921,358 in assets and $47,947,589 in
liabilities as of the Chapter 11 filing.

Judge Donald H. Steckroth oversees the cases.  The Debtors have
sought and obtained an order directing joint administration of
their Chapter 11 cases.

Lowenstein Sandler LLP serves as the Debtors' counsel.
PricewaterhouseCoopers LLP is the Debtors' financial advisor.  GRL
Capital Advisors acts as the Debtors' restructuring advisors.
GRL's Glenn Langberg served as the Debtors' chief restructuring
officer.  Mr. Langberg also oversaw the bankruptcy and sales of
Big M Inc., operator of the Mandee and Annie Sez stores.  Rust
Consulting/Omni Bankruptcy is the Debtors' claims and noticing
agent.

Salus Capital Partners LLC and Sterling National Bank have
committed to provide up to $49 million in DIP financing to the
Debtors.


LANDAMERICA FINANCIAL: Loses Dist. Court Appeal in SCE Rift
-----------------------------------------------------------
Senior District Judge James R. Spencer in Richmond, Virginia,
tossed an appeal by LandAmerica Financial Group, Inc., from a
bankruptcy court order granting the motion for partial summary
judgment in favor of Southern California Edison Company, and
against the Debtor, in its clawback suit against SCE.

LandAmerica filed its Complaint against SCE in 2010 seeking to
avoid and recover transfers pursuant to 11 U.S.C. Sections 544,
547, 548 and 550 and to disallow claim(s) pursuant to 11 U.S.C.
Sec. 502(d). The Complaint sought the avoidance and recovery of
certain transfers, in the aggregate amount of $263,463, made by LFG
to SCE during the nine-month period from Feb. 27, 2008 through the
Petition Date.  In Count I of the Complaint, Plaintiff sought to
avoid the Transfers pursuant to 11 U.S.C. Sec. 548(a)(1)(B) as
constructively fraudulent conveyances, alleging that LFG did not
receive reasonably equivalent value. In Count II of the Complaint,
Plaintiff sought to avoid the Transfers under 11 U.S.C. Sec.
544(b)(1) and Virginia Code Sec. 55-81, alleging that the transfers
were not made in exchange for valuable consideration.

A copy of the Court's Jan. 16, 2015 Memorandum Opinion is available
at http://is.gd/C2siBRfrom Leagle.com.

                  About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as restructuring
advisor.  Epiq Bankruptcy Solutions served as claims and notice
agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran PLC served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009,
Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates --
LandAmerica Assessment Corporation, LandAmerica Title Company,
Southland Title Corporation, Southland Title of Orange County,
Southland Title of San Diego, LandAmerica Credit Services, Inc.,
Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also
commenced voluntary Chapter 11 cases.  The Chapter 11 cases of
LFG, LES, and the LFG Affiliates are jointly administered under
case number 08-35994.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Court on Nov. 23, 2009, entered an order confirming the Joint
Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16,
2009, as to all Debtors other than OneStop.  The effective date
with respect to the Plan was Dec. 7, 2009.  Plan trustees were
appointed for LFG and LES.


LDR INDUSTRIES: Seeks Court Approval to Auction Off Assets
----------------------------------------------------------
LDR Industries, LLC, has filed a motion seeking court approval to
sell almost all of its assets at auction.  

In its motion, LDR Industries asked U.S. Bankruptcy Judge Pamela
Hollis to approve a bidding process that will allow the company to
solicit offers for the assets.

LDR Industries will hold an auction on Feb. 24 if it receives at
least one competing bid by Feb. 19.  The sale of the assets to the
winning bidder will be considered at a hearing scheduled for
Feb. 26.

Earlier, LDR Industries entered into a sale agreement with LDR
Global Industries LLC, which offered to purchase all the company's
operating assets as well as its stake in its subsidiary Starlion
International Co., Ltd.  
  
LDR Global's offer includes a cash payment of $16.85 million, of
which $15.45 million will be used to pay off JP Morgan Chase Bank's
secured claim.  The company also offered to assume certain
liabilities of LDR Industries and its subsidiaries aggregating $6.5
million.

LDR Global's offer will serve as the stalking horse bid at the
auction.  The company will receive a break-up fee of $449,000 in
case it is not selected as the winning bidder.

Judge Hollis will hold a hearing on Jan. 22 to consider approval of
the bidding process.

                       About LDR Industries

For over 75 years, Chicago-based LDR Industries and its predecessor
companies have engaged in the distribution of plumbing products to
the home improvement industry, including faucets, showers, sinks,
toilet seats and variety of other specialty lines such as lead-free
valves.

LDR Industries, LLC, sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 14-32138) in Chicago, Illinois on Sept. 2, 2014, with
plans to sell the business following a dispute with the U.S.
Customs.

The bankruptcy case is assigned to Honorable Judge Pamela S.
Hollis.  The Debtor is represented by attorneys at Reed Smith LLP.

The Debtor disclosed $27,538,561 in assets and $29,751,647 in
liabilities as of the Chapter 11 filing.


LEAFPROOF PRODUCTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: LeafProof Products, LLC
           aka Eran industries, Inc.
        8702 S. 135th Street
        Omaha, NE 68130

Case No.: 15-80074

Chapter 11 Petition Date: January 20, 2014

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Anna M. Bednar, Esq.
                  Robert F. Craig, Esq.
                  CRAIG/BEDNAR LAW
                  14301 FNB Parkway
                  Omaha, NE 68154
                  Tel: (402) 408-6000
                  Fax: (402) 408-6001
                  Email: anna@craiglawpc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Adella Bachman, member.

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


LEHMAN BROTHERS: Reaches CDS Settlement; Terms Confidential
-----------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported that
Lehman Brothers Holdings Inc. has reached a settlement with some
investors over "flip" clauses that allowed investors to move ahead
of the bank to grab assets backing complex derivatives deals.
According to the report, in a filing with U.S. Bankruptcy Court in
Manhattan, Lehman wouldn't disclose financial details of the
settlement, over credit default swaps on Lehman's Exum Ridge
collateralized bond obligation.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

As of Oct. 2, 2014, Lehman's total distributions to unsecured
creditors have amounted to $92.0 billion.  As of Sept. 30, 2014,
the brokerage trustee has substantially completed customer claims
distributions, distributing more than $106 billion to 111,000
customers.


LIFE PARTNERS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Life Partners Holdings, Inc.
        204 Woodhew Drive
        Waco, TX 76712

Case No.: 15-40289

Nature of Business: Financial services company

Chapter 11 Petition Date: January 20, 2015

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Russell F. Nelms

Debtor's Counsel: J. Robert Forshey, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main St., Suite 1290
                  Ft. Worth, TX 76102
                  Tel: 817-877-8855
                  Email: jrf@forsheyprostok.com

Total Assets: $20.31 million

Total Liabilities: $7.41 million

The petition was signed by Brian D. Pardo, president and CEO.

List of Debtor's 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
U.S. Securities and Exchange         Lawsuit         $38,700,000
Commission
Attn: B. David Fraser
801 Cherry St., Suite 1900
Fort Worth, TX 76102-6882

Baker & McKenzie, LLP                Legal Fees       $1,058,954
2001 Ross Ave., Suite 2300
Dallas, TX 75201

Alexander Dubose Jefferson &         Legal Fees          $85,830
Townsend

Whitley Penn LLP                     Accounting          $51,000
                                     Services

Michael J. Legamaro, PC              Legal Fees          $45,225

The Nasdaq Stock Market              Trade Debt          $40,000

AFCO                                 Trade Debt          $34,288

Squire Patton Boggs (US)             Legal Fees          $16,952

Aguirre Law, APC                     Legal Fees          $16,569

C. Alfred Mackenzie                  Legal Fees          $15,384

HSPG & Associates, PC                Accounting           $7,580
                                     Services

Law Offices of Trey Martinez         Legal Fees           $2,500

Horwood, Marcus & Berk               Legal Fees           $1,205

Meadows Collier Attorneys at Law     Legal Fees           $1,138

Strasburger & Price, LLP             Legal Fees             $124

Mediant Communications               Trade Debt          Unknown

Law Office of Douglas M. Berman      Legal Fees          Unknown

Kevin Buchanan & Associates          Legal Fees          Unknown

Broadridge ICS                       Trade Debt          Unknown


LONGVIEW POWER: Court Approves Deal with Insurer, Contractors
-------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the settlement agreements among
Longview Power, LLC, et al., First American Title Insurance Co.,
Kvaerner North American Construction Inc., and Siemens Energy Inc.

Under the settlement, First American will deliver $41 million to an
escrow agent, Longview will deliver $2 million to the escrow agent,
and Siemens will deliver $12.5 million to the escrow agent.  The
settlement also provides that the escrow agent will deliver $48
million to Kvaerner and $7.5 million to Foster Wheeler.

As previously reported by The Troubled Company Reporter, citing The
Wall Street Journal, the settlement, which is the result of
arbitration with Norwegian construction firm Kvaerner and Siemens
AG, which built portions of the 700-megawatt coal-fired power
plant, proposes that Kvaerner is slated to receive $48 million.

The settlement will end litigation between Longview and insurer
First American over the payout of a policy covering the builders'
senior claims.  There was an impending trial on whether an $825
million policy issued by First American is property of Longview's
bankrupt estate and whether this policy can be used to pay claims
of contractors.

                       About Longview Power

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1.72 billion plus undisclosed
amounts and liabilities of $1.08 billion plus undisclosed
amounts.

A committee of unsecured creditors has not been appointed in the
case due to insufficient response to the U.S. Trustee's
communication/contact for service on the committee.


LONGVIEW POWER: Exclusive Plan Filing Date Extended to Feb. 28
--------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended Longview Power, LLC, et al.'s
exclusive plan filing period through and including Feb. 28, 2015,
and exclusive solicitation period through and including April 30,
2015.

In support of their extension request, Zachary I. Shapiro, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, told the
Court that the Debtors seek an additional extension of the
Exclusivity Periods to allow them to complete their complex
operational and financial restructuring without burdening their
estates with competing Chapter 11 plans.  Mr. Shapiro said the
Debtors are focused on obtaining confirmation of the Amended Plan,
for which they are currently soliciting votes and for which they
hope to seek confirmation in the near term.  To prosecute the
Amended Plan, the Debtors are vigorously engaged in crucial
litigation with First American Title Insurance Company regarding
the Debtors' property interest in, and the availability of coverage
under, the Policy of Title Insurance, policy number A40008468,
issued on March 9, 2007.  Moreover, the Debtors continue to pursue
good-faith mediation with the Contractors, the Backstoppers, and
First American to resolve the contingencies that remain in the
Chapter 11 cases.

                       About Longview Power

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1.72 billion plus undisclosed
amounts and liabilities of $1.08 billion plus undisclosed
amounts.

A committee of unsecured creditors has not been appointed in the
case due to insufficient response to the U.S. Trustee's
communication/contact for service on the committee.


MF GLOBAL: NY Judge Rules on Document Production Bid
----------------------------------------------------
Magistrate Judge James C. Francis, IV granted, in part, the request
of defendants Bradley Abelow, Jon Corzine, David Dunne, Randy
MacDonald, Vinay Mahajan, Edith O'Brien, David P. Bolger, Eileen S.
Fusco, David Gelber, Martin J.G. Glynn, Edward L. Goldberg, David
I. Schamis, Robert S. Sloan, and Henry Steenkamp to compel the
Litigation Trustee of the MF Global Litigation Trust to search all
of the as-yet-unproduced documents of MF Global Inc. and MF Global
Holdings Ltd. and produce those responsive to the Individual
Defendants' First Set of Requests for Production of Documents.

JOSEPH DeANGELIS, et al., Plaintiffs, v. JON S. CORZINE, et al.,
Defendants. IN RE MF GLOBAL HOLDINGS LTD. INVESTMENT LITIGATION,
NOS. 11 CIV. 7866 (VM) (JCF), 12 MD 2338 (S.D.N.Y.), is a
consolidated action concerning the events surrounding the collapse
of MF Global. The Litigation Trustee is the assignee of the rights
and interests of the former Chapter 11 Trustee for MF Global, and
has control over all of the company's documents that were in
existence at the time of its bankruptcy on October 31, 2011. The
Litigation Trustee has produced or agreed to produce millions of
pages of documents to the Individual Defendants, including
documents from 33 MF Global custodians who were identified by
certain government agencies in connection with their investigations
and by the plaintiffs in the putative securities class action that
is part of the consolidated case.

The Individual Defendants contend that this is insufficient and
seek an order compelling the Litigation Trustee to search "all
relevant document file systems" of MF Global, including "all shared
drives, private shared files, custodial files and hard copy
document sources" that might contain material responsive to the
requests for production.

Judge Francis directed the parties to meet and confer to agree on a
reasonable list of additional custodians -- no more than six --
whose files will be produced. In addition, they are to confer to
identify a reasonable subset of file systems likely to contain
relevant documents, which the Litigation Trustee must produce.

A copy of Judge Francis' Memorandum and Order dated Jan. 15, 2015,
is available at http://is.gd/Cf28wKfrom Leagle.com.

                         About MF Global

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

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

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

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

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

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

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

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

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

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

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


MOLLY MAGUIRES: Closes Restaurant in Lansdale, Pennsylvania
-----------------------------------------------------------
21st Century Media Staff reports that Molly Maguire's Irish Pub and
Restaurant has closed its Lansdale, Pennsylvania location.

There have been interested parties on the restaurant property and
"I've heard of two through the grapevine, but I haven't spoken to
anyone directly," 21st Century Media states, citing Lansdale Mayor
Andy Szekely, who was notified of the closure on Monday.

Molly Maguire's original Phoenixville location and the Fenix remain
open, 21st Century Media relates.

Molly Maguires Restaurant and Pub, Inc., Molly Maguires Restaurant
and Pub, II, Inc., and Molly Maguires Restaurant and Pub, III,
Inc., filed separate Chapter 11 petitions (Bankr. E.D. Pa. Case
Nos. 14-15614 to 14-15616) on July 11, 2014, in Philadelphia.
Judge Magdeline D. Coleman presides over the case.  The Debtors
are represented by Albert A. Ciardi, III, Esq., and Jennifer E.
Cranston, Esq., at Ciardi Ciardi & Astin, P.C.

Molly Maguires Restaurant and Pub estimates $500,000 to $1 million
in assets and $1 million to $10 million in liabilities.  Molly
Maguires Restaurant and Pub, II, estimates $1 million to $10
million in assets and $10 million to $50 million in liabilities.

The petitions were signed by Declan Mannion, president.

Declan Mannion and Conor Cummins are co-owners of the Molly
Maguire's chain with locations in Lansdale, Phoenixville and
Downingtown, as well as Phoenixville's Fenix Bar.  They also
filed for Chapter 11 bankruptcy on July 10, 2014, estimating
assets and liabilities between $1 million and $10 million.  They
hired Thomas Bielli, Esq., and David Klauder, Esq., at O'kelly
Ernst & Bielli LLC as bankruptcy counsel.


NEW ENGLAND COMPOUNDING: Court Limits Claims Against APAC & Chang
-----------------------------------------------------------------
District Judge Rya W. Zobel granted, in part, and denied, in part,
the request of Advanced Pain & Anesthesia Consultants, P.C. d/b/a
APAC Centers for Pain Management ("APAC") and Randolph Y. Chang,
M.D., for dismissal of all claims against them in the multidistrict
litigation that stemmed from an outbreak of fungal meningitis
caused by contaminated methylprednisolone acetate manufactured and
sold by the New England Compounding Pharmacy, Inc., d/b/a New
England Compounding Center.

APAC and Chang sought dismissal of all claims against them in the
so-called direct-filed actions for lack of personal jurisdiction,
and in the direct-filed and Illinois-filed actions, for failure to
state a claim under Fed. R. Civ. P. 12(b)(1) & (6).

Judge Zobel, in a Jan. 13, 2015 Memorandum of Decision available at
http://is.gd/i7bCuafrom Leagle.com, ruled that:

     -- the direct-filed actions be consolidated into their
corresponding Illinois-filed actions;

     -- Plaintiffs' claims for agency (Count X), civil conspiracy
(Count XI), and battery (Count VII) are dismissed without prejudice
per stipulation of the parties;

     -- Defendants' motion to dismiss is allowed as to plaintiffs'
claim for strict product liability (Count IX) and denied as to all
other claims.

             About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by
Jeffrey D. Sternklar, Esq., at DUANE MORRIS LLP.

An Official Committee of Unsecured Creditors appointed in the case
has been represented by BROWN RUDNICK LLP's William R. Baldiga,
Esq., Rebecca L. Fordon, Esq., Jessica L. Conte, Esq., and David
J. Molton, Esq.


ONE SOURCE INDUSTRIAL: Withdraws Request for Turnover of Property
-----------------------------------------------------------------
One Source Industrial Holdings, LLC, said that Volvo Financial
Services has already agreed to turn over a property which is owned
by the estate.

As a result, One Source withdrew the motions it filed in December
last year to enforce the automatic stay against Volvo, to sanction
the company for violating the stay, and to force Volvo to return
the property.

                   About One Source Industrial

One Source Industrial Holdings, LLC, and One Source Industrial LLC
are both limited liability companies that are part of a corporate
family of affiliated companies.

One Source Industrial Holdings holds equipment utilized by various
related entities which provide rental equipment and industrial
services to businesses in the oil and gas, refining, manufacturing,
pipeline, shipping, and construction industries.  The types of
equipment possessed by One Source include, e.g., hazardous material
transportation vehicles, frac tanks, tank trailers, barrel mix tank
and vacuum tankers, air machines, and waste and other industrial
boxes and tanks.  Industrial provides executive management,
accounting, and overhead services for Holdings.

One Source Holdings sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-44996) in Ft. Worth, Texas, on Dec. 16, 2014.
One Industrial sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 15-400038) on Jan. 4, 2015.

Holdings' case is assigned to Judge Russell F. Nelms.

The Debtors each estimated $10 million to $50 million in assets and
debt.

The Debtors are represented by J. Robert Forshey, Esq., and Suzanne
K. Rosen, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas.

No creditor's committee has been appointed in the cases.  Further,
no trustee or examiner has been requested or appointed in the
Debtors' Chapter 11 cases.



OVERSEAS SHIPHOLDING: Appoints Ian Blackley as President & CEO
--------------------------------------------------------------
Overseas Shipholding Group, Inc., on Jan. 20 announced the
appointment of Captain Ian T. Blackley as President and Chief
Executive Officer, effective immediately.  Most recently, Captain
Blackley served as Executive Vice President and Chief Operating
Officer of the Company, and he previously served as its Chief
Financial Officer.

"Captain Blackley is a veteran of the shipping industry and has
been instrumental in the success of OSG during his 24-year tenure
at the Company," said Doug Wheat, Chairman of the Board of OSG. "He
is a skilled operational, technical and financial manager, and the
Board is confident that Captain Blackley will continue to execute
on the Company's strategic vision, provide the highest quality
service to our customers and deliver value for our shareholders."
Doug Wheat further commented that the Board searched and
interviewed extensively for the CEO position and after
consideration of the attributes necessary to lead the Company,
determined that Captain Blackley had the best overall experience
and knowledge of the shipping business and OSG to lead the
Company.

"I am honored and privileged to serve as President and CEO of OSG
at this time in our history, and I am excited to build upon the
Company's new momentum and success," Captain Blackley said.  "I
look forward to our next phase of growth, as a leading Company in
the maritime industry, and to our full return to the capital
markets as a publicly traded company."

In August 2014, OSG announced its search for a new chief executive
officer to lead the Company's growth efforts after emergence from
its Chapter 11 reorganization.  Henry Flinter, Head of the U.S.
Flag business, and Lois Zabrocky, Head of the International Flag
business, will continue as heads of their respective business units
and will report directly to Captain Blackley.

Prior to his roles of Chief Operating Officer and Chief Financial
Officer, Captain Blackley was Senior Vice President and Head of
International Shipping Operations, responsible for the operational
management of OSG's International Flag fleet as well as oversight
of technical management and training operations.  Captain Blackley
was also Managing Director and Chief Operating Officer of OSG Ship
Management (UK) Ltd.

Since joining the Company in 1991, Captain Blackley has held
numerous operational and financial positions including Assistant
Treasurer and Vice President, Treasury.  His treasury
responsibilities included managing OSG's global banking
relationships, the negotiation and management of debt facilities
and other investment projects. He is a board member of both OSG's
Liquefied Natural Gas (LNG) and FSO joint ventures.  In 2014,
Captain Blackley led the Company's outsourcing of technical
management of the entire International Fleet.

Before joining OSG, Captain Blackley was with Peninsular and
Oriental Steam Navigation Company, serving as Captain from 1987 to
1991. He holds a diploma in Nautical Science from Glasgow College
of Nautical Studies and holds a Master Mariner Class 1 license.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New
York, is one of the largest publicly traded tanker companies in the
world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111 vessels
that transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion
in liabilities.  

The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as counsel;
Arsht & Tunnell LLP, as local counsel; Chilmark Partners LLC, as
financial adviser; and Kurtzman Carson Consultants LLC, as claims
and notice agent.  The official committee of unsecured creditors
tapped Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP,
as co-counsel; FTI Consulting, Inc., as financial advisor; and
Houlihan Lokey Capital, Inc., as investment banker.  The official
committee of equity security holders tapped Brown Rudnick LLP and
Fox Rothschild LLP as attorneys.

Creditor Export-Import Bank of China engaged Fulbright & Jaworski
LLP and Richards Layton & Finger PA as counsel, and Chilmark
Partners, LLC as financial and restructuring advisor.  U.S. Bank
National Association, the successor administrative agent under the
$1.5 billion credit agreement, tapped Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP as
counsel; and Lazard Freres & Co. LLC as advisor.

Judge Walsh signed in July 2014 entered an order confirming the
First Amended Joint Plan of Reorganization of OSG.  The Plan, which
became effective in August 2014, paid creditors in full.  A
blacklined version of the Plan dated July 17, 2014, is available at
http://bankrupt.com/misc/OSGplan0716.pdf

                          *     *     *

The Troubled Company Reporter, on Aug. 14, 2014, reported that
Moody's Investors Service assigned Caa1 ratings to the unsecured
notes of OSG that are being reinstated pursuant to its plan of
reorganization which becomes effective.  Moody's also affirmed the
B2 Corporate Family Rating and all of the other debt ratings it
assigned to OSG on June 12, 2014 in anticipation of the conclusion
of the Chapter 11 reorganization.  The rating outlook is stable.

The TCR, on Aug. 19, 2014, also reported that Standard & Poor's
Ratings Services assigned its 'B' corporate credit rating to OSG.
The outlook is stable.


PACIFIC RUBIALES: Under Pressure from Low Oil Prices, Fitch Says
----------------------------------------------------------------
Fitch Ratings expects an extended period of low oil prices over the
next 12 to 18 months to pressure the liquidity position of Pacific
Rubiales Energy Corp. (Pacific Rubiales; IDR 'BB+', Outlook Stable)
and force the reduction of capex to preserve liquidity.  The effect
of cutting capex over a prolonged period could compromise the
company's long-term viability given its relatively low reserve
life.

Fitch will monitor Pacific Rubiales' actions to preserve liquidity
and manage capital expenditures over the next three to six months
and assess the impact of these actions on the company's long term
credit profile.  Positively, the company's credit profile benefits
from its manageable amortization schedule with no significant debt
amortizations until 2019.  Annual interest expenses of
approximately USD250 million can be met with the estimated USD1
billion of EBITDA generation at current prices of approximately
USD50/bbl and USD478 million of cash on hand as of September 2014.
Furthermore, the company has a USD1 billion undrawn committed
credit line.

Pacific Rubiales' ratings may be downgraded should oil prices
remain at current levels for the next six to 18 months.  More
specifically, the ratings could be downgraded if adjusted leverage
is sustained above 2x; if the reserves replacement ratio declines;
and/or if production and reserves decline.  Pacific Rubiales'
ratings will also be pressured if the company reinstates its
dividend or equity buy-back programs during the current low oil
price environment.

Fitch anticipates that near-term crude prices will remain below its
long-term price assumption of USD75/bbl.  Under current crude price
scenarios, Fitch believes Rubiales will trim capex to USD1
billion/year, which would allow the company to be FCF break-even if
WTI average USD60/bbl during 2015.  The company reported 2015
guidelines for FFO of between USD1.1 billion and USD1.3 billion and
the same range for capex.  Under a sustained sub-USD60/bbl scenario
that extends for 12 or 24 months, the company's credit quality
would be significantly hindered and its ratings will face downward
pressure.  Under this scenario, the company's leverage levels for
the next two years would rise to above 4x Net Debt/EBITDA, which
would place it above the company's covenant restrictions that would
prevent it from issuing additional debt (maintenance covenants
prevent the company from issuing debt should total debt to EBITDA
exceeds 3.5x).

A prolonged reduction of capex to preserve liquidity would
compromise the company's long-term viability given its relatively
low reserve life.  Pacific Rubilaes proved reserve (1P) life is
estimated to be currently between 8.0 and 8.5 years.  Fitch sees
reserve live below 10 years to be commensurate with a high yield
credit profile.  Pacific Rubilaes leverage, as measured by total
debt to 1P reserves is estimated at approximately USD10/bbl.  A
prolong reduction in capex to preserve liquidity would likely
affect the company's reserve replacement ration, which in turn
could reduce the company's reserve life and increase reserve based
leverage, thus deteriorating its credit quality.

The recent severe decline in the company's equity value could
create incentives for shareholders to pressure the company to
restructure debt in order to increase shareholders value.  This
risk is mitigated by the lack of shareholder concentration and the
company's long-term amortization profile and low interests.
Currently, no shareholder possesses more than 19% of the company's
shares.  Under Canadian law, if a shareholder increases its
participation to 20% or more, it has to make a tender offer for the
remaining shares it does not own.  Under this case, the ability of
a single shareholder to impose a debt restructuring on the company
increases and Pacific Rubiales rating could be downgraded.  Since
the end of August of 2014, Pacific Rubiales market capitalization
has decline more than 75%.  Pacific Rubiales market capitalization
remains in excess of USD1 billion.



PHOENIX PAYMENT: Files Plan Supplements
---------------------------------------
Phoenix Payment Systems, Inc., on Jan. 14, 2015, filed with the
U.S. Bankruptcy Court for the District of Delaware the following
Plan Supplements:

   * Exhibit I – Certificate of Amendment of Certificate of
     Incorporation of Phoenix Payment Systems, Inc., indicating a
     change of the Debtor’s name, filed with the Office of the
     Secretary of State of the State of Delaware on November 3,
     2014.

   * Exhibit II – List of members of the New Board and the
     officers of the Reorganized Debtor

   * Exhibit III – New Debtor Governing Documents

        * EXHIBIT III.A – Amended and Restated Certificate of
          Incorporation of PPSI Inc.

        * EXHIBIT III.B – Amended and Restated Bylaws of PPSI
Inc.

   * Exhibit IV – List of executory contracts and unexpired
leases
     to be assumed pursuant to Section 6.3 of the Plan

   * Exhibit V – Liquidating Trust Agreement  
   * Exhibit VI – List of actions in which the PPSI Liquidating
     Trust retains Litigation Rights  
Full-text copies of the Plan Supplements are available at
http://bankrupt.com/misc/PHOENIXplasupp0114.pdf

                      About Phoenix Payment

Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic
Payment Systems, aka EPX, is an international payment processor
with corporate headquarters in Wilmington, Delaware, and
technology headquarters in Phoenix, Arizona.  It provides
acceptance, processing, support, authorization and settlement
services for credit card, debit card and e-check payments.

Providing processing services at more than 8,700 locations
worldwide, PPS processed, in multiple currencies, 280 million
transactions in 2013 and expects to process 400 million in 2014.

Phoenix Payment Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4,
2014, to quickly sell its assets.

As of the Petition Date, the Debtor had total outstanding
liabilities and other obligations of $16.6 million and 9.8 million
shares of outstanding preferred and common stock.  Debt to secured
creditor The Bancorp Bank is estimated at $6.2 million.  The
Debtor disclosed $7.23 million in assets and $14.1 million in
liabilities as of the Chapter 11 filing.

Judge Mary F. Walrath presides over the case.

The Debtor's attorneys are Richard J. Bernard, Esq., at Foley &
Lardner LLP, in New York; and Mark D. Collins, Esq., Russell
Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A.
Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware.  The Debtor's banker and financial advisor is Raymond
James & Associates, Inc., while Bederson, LLC, is the Debtor's
accountant.  PMCM, LLC, provides advisory services and executive
leadership to the Debtor.  The Debtor's claims and noticing agent
is Omni Management Group, LLC.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors.  The Committee tapped
to retain Lowenstein Sandler LLP, and White and Williams LLP as
its co-counsel; Alvarez & Marsal North America, LLC as its
financial consultant.

                          *     *     *

Phoenix Payment Systems, Inc., on Dec. 23, 2014, filed with the
U.S. Bankruptcy Court for the District of Delaware a joint plan of
reorganization and disclosure statement, which provide that the
reorganized debtor will continue to operate.

The Reorganized Debtor Assets will revest in the reorganized
debtor and the remainder, which is a majority of the Debtor's
assets, including the proceeds from the sale, will be transferred
to a liquidating trust for distribution to creditors and
stockholders.  The Debtor estimates that it will be able to make an
initial distribution of not less than $27.5 million of cash on the
effective date.  The Debtor estimates that the holders of General
Unsecured Claims, the Frascella Claims and the Schubiger Claims
will receive 90% of the amounts of their claims from the initial
distribution.

The hearing on the approval of the Disclosure Statement is
scheduled to be held on Jan. 30, 2015, at 10:30 a.m. (prevailing
Eastern Time).  The hearing on the confirmation of the Plan is
tentatively scheduled for March 10, 2015, at 10:30 a.m. (prevailing
Eastern Time).


PHOENIX PAYMENT: Stockholder Objects to Disclosure Statement
------------------------------------------------------------
Dr. Peter Coggins, purchaser of Series B-2 Preferred Stock issued
by Phoenix Payment Systems, Inc., object to the Debtor's disclosure
statement, complaining that the disclosure statement fails to
contain "adequate information" because it fails to provide that the
liquidation preference for the Series B-2 Preferred Stock remains
$6.23 per share and the purported reduction of the Series B-2
Preferred Stock liquidation preference from $6.23 per share to
$2.75 per share was invalid as a matter of Delaware law.

The failure to discuss the manner in which the Series B-2 Preferred
Stock liquidation preference was reduced and the failure to
acknowledge the invalidity of the reduction is misleading, Dr.
Coggins said.

Dr. Coggins is represented by:

         Kurt F. Gwynne, Esq.
         REED SMITH LLP
         1201 Market Street, Suite 1500
         Wilmington, DE 19801
         Tel: (302) 778-7550
         Fax: (302) 778-7575
         E-mail: kgwynne@reedsmith.com

                      About Phoenix Payment

Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic
Payment Systems, aka EPX, is an international payment processor
with corporate headquarters in Wilmington, Delaware, and
technology headquarters in Phoenix, Arizona.  It provides
acceptance, processing, support, authorization and settlement
services for credit card, debit card and e-check payments.

Providing processing services at more than 8,700 locations
worldwide, PPS processed, in multiple currencies, 280 million
transactions in 2013 and expects to process 400 million in 2014.

Phoenix Payment Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4,
2014, to quickly sell its assets.

As of the Petition Date, the Debtor had total outstanding
liabilities and other obligations of $16.6 million and 9.8 million
shares of outstanding preferred and common stock.  Debt to secured
creditor The Bancorp Bank is estimated at $6.2 million.  The
Debtor disclosed $7,230,399 in assets and $14,083,645 in
liabilities as of the Chapter 11 filing.

Judge Mary F. Walrath presides over the case.

The Debtor's attorneys are Richard J. Bernard, Esq., at Foley &
Lardner LLP, in New York; and Mark D. Collins, Esq., Russell
Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A.
Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware.  The Debtor's banker and financial advisor is Raymond
James & Associates, Inc., while Bederson, LLC, is the Debtor's
accountant.  PMCM, LLC, provides advisory services and executive
leadership to the Debtor.  The Debtor's claims and noticing agent
is Omni Management Group, LLC.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors.  The Committee tapped
to retain Lowenstein Sandler LLP, and White and Williams LLP as
its co-counsel; Alvarez & Marsal North America, LLC as its
financial consultant.

                          *     *     *

Phoenix Payment Systems, Inc., on Dec. 23, 2014, filed with the
U.S. Bankruptcy Court for the District of Delaware a joint plan of
reorganization and disclosure statement, which provide that the
reorganized debtor will continue to operate.

The Reorganized Debtor Assets will revest in the reorganized
debtor and the remainder, which is a majority of the Debtor's
assets, including the proceeds from the sale, will be transferred
to a liquidating trust for distribution to creditors and
stockholders.  The Debtor estimates that it will be able to make an
initial distribution of not less than $27.5 million of cash on the
effective date.  The Debtor estimates that the holders of General
Unsecured Claims, the Frascella Claims and the Schubiger Claims
will receive 90% of the amounts of their claims from the initial
distribution.

The hearing on the approval of the Disclosure Statement is
scheduled to be held on Jan. 30, 2015, at 10:30 a.m. (prevailing
Eastern Time).  The hearing on the confirmation of the Plan is
tentatively scheduled for March 10, 2015, at 10:30 a.m. (prevailing
Eastern Time).


PROWLER ACQUISITION: Moody's Affirms B3 CFR; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service revised Prowler Acquisition Corp.'s
outlook to negative from positive. At the same time, Moody's
lowered the company's Speculative Grade Liquidity Rating to SGL-3
from SGL-2. Moody's affirmed the B3 Corporate Family Rating (CFR)
and B3-PD Probability of Default Rating. Moody's also affirmed the
B2 rating on the 1st lien credit facility and Caa2 rating on the
2nd lien term loan.

"The negative outlook reflects expectations of weakening credit
metrics and sustained elevated debt levels in 2015 stemming from
the negative impact of low oil prices on demand for Prowler's
products, " said Moody's Analyst, Morris Borenstein. "The company
enters this downturn with already high financial leverage and
significant uncertainty regarding the length and severity of the
impact that low oil prices will have on drilling activity and
midstream pipeline projects in 2015 and 2016.

The lowering of the SGL rating reflects Moody's view that liquidity
will be only adequate in 2015, bolstered in part by inflows of cash
from reductions in working capital. That being said, Moody's also
believes that Prowler's access to its revolver may be limited in
order to remain in compliance with its credit agreement.

Prowler Acquisition Corp.

Rating lowered:

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

Ratings affirmed:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  1st lien senior secured credit facilities at B2

  2nd lien senior secured term loan at Caa2

Ratings Rationale

Prowler's B3 CFR reflects its small revenue and asset base and its
exposure to the cyclical energy sector. Prowler has weak asset
coverage of debt and elevated debt balances entering a down cycle
in the energy industry. The low oil price environment will have a
negative impact on Prowler's business, particularly its exposure to
drilling activity as E&P customers curtail capital spending in
2015. The B3 CFR is supported by the company's counter cyclical
working capital cycle, favorable margins compared to a number of
rated distributors, and its diversification across the energy value
chain. Moreover, the company has long established customer and
supplier relationships and has considerable revenue exposure to MRO
(maintenance, repair and overhaul) activity that should help to
provide a degree of stability to its revenue through the cycle.

The company's liquidity position is adequate supported by moderate
cash balances going into 2015 and the expectation that reductions
in working capital will support free cash generation this year.
That being said, Prowler's liquidity could deteriorate further
depending on the length and severity of the downturn. The company's
$40 million revolving credit facility has a financial maintenance
covenant limiting financial leverage that only becomes operable
when the revolver is drawn $10 million or more. As a result of the
company's high financial leverage and weakening outlook for future
earnings, Moody's believes that this will effectively limit the
company's borrowing capacity on revolver to $10 million.

The ratings could be downgraded if Prowler's debt/EBITDA is
sustained above 6x as a result of expectations of a prolonged
downturn. The ratings could also be downgraded if liquidity
deteriorates beyond current levels.

A ratings upgrade is not likely in the near term. However, the
ratings could be upgraded if the company is successful in reducing
debt balances sufficiently such that debt/EBITDA can be sustained
below 4.5x.

The principal methodology used in this rating was the 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.

Prowler Acquisition Corp. is a distributor of products primarily to
the midstream, upstream offshore and downstream energy sectors.
Prowler is majority owned by Broad Street Energy Partners, an
affiliate of Goldman Sachs Merchant Banking, with a minority stake
held by members of the management of the company. Revenues for the
first nine months of September 30, 2014 were approximately $225
million.



RADIOSHACK CORP: May Seek Bankruptcy in February, Says Bidness
--------------------------------------------------------------
Bidness Etc agrees with speculation that RadioShack Corp. might
file for bankruptcy protection by the start of February 2015.

As reported by the Troubled Company Reporter on Jan. 16, 2015, Matt
Jarzemsky, Mike Spector and Drew Fitzgerald, at The Wall Street
Journal, reported that people familiar with the matter said that
the Company could file for bankruptcy protection in the first week
of next month, and that the Company has reached out to potential
lenders who could help fund its operations during the process.

George Zack at Bidness Etc reports that the Company has been
struggling to implement its turnaround plan to close down 1,100
under-performing stores.  According to the report, the store
closures are expected to stream in $83 million in cost-savings and
$87 million towards liquidity.  The Company, the report says, has
failed to gain approval from lenders including Salus Capital
Partners.

Nonito Guntan at Stockwise Daily relates that Sprint Corp. is
negotiating with the Company to acquire leases on some of its more
than 4,000 stores.  The lease agreement would be a part of the
Company's bankruptcy plan, Bloomberg News states, citing a person
familiar with the matter.

                     About Radioshack Corporation

RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/--

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

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

                           *     *     *

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

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

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

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


RADNET MANAGEMENT: S&P Affirms 'B' CCR & Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all its ratings,
including the 'B' corporate credit rating, on RadNet Management
Inc.  At the same time, S&P revised the outlook to stable from
negative.

"The outlook revision is based on our assessment that RadNet will
exceed our original base-case expectations for 2014, providing the
company will more headroom to cover sizable debt amortization
payments," said Standard & Poor's credit analyst Tulip Lim.
Procedural volume growth has been strong, the company has been
reducing costs, and management raised its 2014 guidance for revenue
and adjusted EBITDA.  S&P expects the company's revenue and EBITDA
to grow in 2015, in line with the industry, and the company to
generate moderate discretionary cash flow, sufficient to cover its
high mandatory debt amortization payments.

Nonetheless, RadNet faces reimbursement risk while operating in a
fragmented and highly competitive industry.  It has a single
business focus, high capital intensity, and relatively low barriers
to entry.  For these reasons, S&P considers the business risk
profile to be "weak".  The majority of RadNet's sites offer
multimodality imaging services, a key point of differentiation from
competitors.  RadNet provides a full range of diagnostic imaging
modalities, including magnetic resonance imaging (MRI), computed
tomography (CT), and positron emission tomography (PET) through a
network of 263 owned or operated outpatient imaging centers
(including joint ventures).  The company's core markets are on the
east and west coasts of the U.S. RadNet has considerable dependence
(in California) on an affiliated entity, Beverly Radiology Medical
Group III (BRMG), for its professional staffing, and partnership
arrangements with other ancillary businesses that BRMG owns, such
as Breastlink Medical Group.  The CEO of RadNet Inc. owns about 13%
and 99% of RadNet and BRMG, respectively.  Because of the
interdependence and common ownership among RadNet, RadNet Inc., and
BRMG, S&P views them as a consolidated entity.

The outlook is stable, reflecting S&P's expectation that the
company's EBITDA will increase in 2015.  The outlook also reflects
S&P's expectation that EBITDA growth will allow RadNet to generate
moderate discretionary cash flow this year, sufficient to cover
mandatory debt amortization payments.

S&P could lower the rating if it sees meaningful risk that
operating weakness, rather than growth related cash usage will
cause cash flow generation after mandatory debt amortization
payments to become minimal.  This could occur if revenue growth
were to decline because volume growth reverses and margins were to
drop by 200 basis points or more.

S&P could consider raising the rating if the company's
discretionary cash flow generation grows such that it has built up
a meaningful cushion of at least $30 million against its mandatory
debt amortization payments.   An upgrade would also require the
company to maintain a cushion of at least 15% against its
covenants.



REGENT UNIVERSITY: Moody's Lowers Rating on $88MM 2006 Bonds to Ba1
-------------------------------------------------------------------
Moody's Investors Service downgrades to Ba1 from Baa3 Regent
University's $88 million of Series 2006 Educational Facilities
Revenue Bonds. The bonds were issued through the Virginia College
Building Authority. The rating outlook is negative.

Summary Rating Rationale

The downgrade to Ba1 is based on Regent University's ("Regent")
continued and deepening operating deficits, negative cash flow, and
decline in financial resources which remain unlikely to improve
given management's plans to continue taking elevated endowment
draws to support operations. The Ba1 rating is supported by still
considerable unrestricted financial resources, especially relative
to the rating category. Credit challenges include high operating
leverage, ongoing use of a secured line of credit, and limited
revenue growth.

Outlook

The negative outlook reflects the high likelihood that
extraordinary endowment spending will further deplete the
university's financial reserves making downward rating movement
more plausible if the university is unable to achieve enrollment
targets and is susceptible to weak investment returns.

What Could Make The Rating Go UP

A stable outlook could be driven by:

-- Strengthened operating margins and cash flow, particularly if
driven by net
    tuition revenue growth and reduced reliance on supplemental
endowment draws

-- No diminishment of liquidity

The rating could be upgraded by:

-- Consistent improvement in operating performance, net tuition
revenue and
    liquidity

What Could Make The Rating Go DOWN

-- A material decline in liquidity or weakened operating
performance

-- Failure to achieve enrollment targets while continuing to
maintain a high level of
    spending

Obligor Profile

Regent University is a private university located in Virginia
Beach, Virginia. The university was founded by Pat Robertson in
1978. Regent offers associates, bachelors, masters, and doctoral
degrees, including a law school, at its campus in Virginia Beach
and through distance education programs.

Legal Security

The Series 2006 revenue bonds have a secured interest in
Unrestricted University Revenues. The Loan Agreement incorporates
limits on additional parity indebtedness. Under these limits pro
forma debt should be less than total cash and investments and less
than 2.0 times expendable financial resources. There is a cash
funded debt service reserve fund.

Use Of Proceeds

Not applicable.

Rating Methodology

The principal methodology used in this rating was U.S.
Not-for-Profit Private and Public Higher Education published in
August 2011.



RESSOURCES APPALACHES: Court Appoints Ernst & Young as Receiver
---------------------------------------------------------------
On Jan. 20, 2015, upon a motion filed by LRC-RA LP ("LRC"), a
secured creditor of Ressources Appalaches Inc. and Dufferin
Resources Incorporated, the Bankrupcy and Insolvency division of
the Supreme Court of Nova Scotia issued an order appointing Ernst &
Young Inc. as the receiver and manager of the assets, property and
undertakings of Appalaches and of Dufferin pursuant to the
provisions of section 243 of the Bankruptcy and Insolvency Act,
R.S.C. 1985, c. B-3 (the "BIA") and section 43(9) of the Judicature
Act, R.S.N.S. 1989, c. 240.

All inquiries about this matter shall be directed to the Halifax
office of E&Y, attention of George Kinsman.  Public materials
associated with the receivership administration can be accessed via
E&Y web site at http://www.ey.com/ca/ressourcesappalaches

Ressources Appalaches Inc. is a Canada-based exploration-stage
company.  The Company is engaged in the acquisition of mining
properties in Quebec and Nova Scotia.  The Company is also engaged
in the exploration, development and mining of new metal deposits
and ore bodies.  The Company owns 100% of Dufferin gold mine
located in Meguma Terrane, Nova Scotia.  It is involved in the
exploration and development of the Dufferin gold mine.  The Company
also holds 100% of the property rights in Chocolate Lake, Dufferin
North, Dufferin East, Ecum Secum and Miller Lake, all located in
Nova Scotia.  Its wholly owned properties in Quebec include
Boisbuisson, Patapedia, Transfiguration and Lesseps. Dufferin
Resources Inc. is a wholly owned subsidiary of the Company.


REVEL AC: Judge Extends Deadline to Remove Suits to May 15
----------------------------------------------------------
U.S. Bankruptcy Judge Gloria Burns has given Revel AC, Inc., until
May 15, 2015, to file notices of removal of lawsuits involving the
company and its affiliates.

                          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.


SELECT STAFFING: Moody's Affirm 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service said it affirmed Koosharem LLC's (dba
"Select Staffing") Corporate Family rating ("CFR") at B3,
Probability of Default rating ("PDR") at B3-PD and Senior Secured
Term Loan due 2020 at B3. The rating outlook was revised to
positive.

On January 5, 2015, Select announced it plans to acquire and merge
with staffing services provider Employbridge Holding Company for
approximately $410 million. The Senior Secured Term Loan will be
increased by $255 million to about $624 million. All other terms
will remain unchanged. The new loan proceeds and about $190 million
from an equity rights offering underwritten by certain existing
owners including affiliates of Anchorage Capital Group, L.L.C. and
Blue Mountain Capital (the "Sponsors") will be used to acquire
EmployBridge and pay related fees and expenses.

Affirmations and Outlook Changes:

Issuer: Koosharem LLC

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Senior Secured Term Loan due May 16, 2020, Affirmed B3 (LGD4)

Outlook, Changed To Positive From Stable

Ratings Rationale

"Bigger is better in temporary staffing, but merger integration
risks, the lingering effects of the 2014 bankruptcy filing on the
business, lack of recent audited financial statements and high
leverage for a cyclical industry drive the low B rating," said
Edmond DeForest, Moody's Senior Credit Officer.

The B3 CFR reflects Moody's expectations for debt to EBITDA to
remain above 5 times throughout 2015 and limited free cash flow
driven by non-recurring uses. Moody's considers the temporary
staffing industry competitive with low barriers to entry and
limited profitability, leading it to expect strong financial
metrics relative to median levels in the rating category. After the
EmployBridge merger, Moody's notes Select Staffing will gain
critical scale and share in the mostly blue collar segments where
it and EmployBridge operate, but there is uncertainty of timing and
success in its merger and ongoing cost reduction initiatives.
Possible future acquisitions also limit the rating. Moody's
considers liquidity good, with at least $5 million of cash, no less
than $60 million of anticipated free cash flow (before
non-recurring uses) and at least $40 million of availability under
its $180 million ABL revolving credit facility due 2019 (unrated).

All financial metrics reflect Moody's standard adjustments.

The B3 rating assigned to the term loan reflects the B3-PD PDR and
its 2nd priority claim to the most liquid assets of the company,
which are pledged on a 1st priority basis to the ABL revolver.

The positive outlook reflects Moody's expectations for 2% to 4%
revenue growth, 3% operating profit margins by the end of 2015 and
$60 million of free cash flow (before non-recurring uses). The
ratings could be downgraded if revenues decline, or if Moody's
expects marginal free cash flow and diminished liquidity.
Shareholder friendly financial policies, such as debt-financed
acquisitions or distributions, could also result in a downgrade. A
higher rating is possible if Moody's expects sustainable revenue
and profit growth, driving it to anticipate Select Staffing to
maintain operating margins of over 3%, debt to EBITDA about 5 times
and free cash flow to debt of at least 5%. Balanced financial
policies, solid liquidity and stable management and ownership are
also important factors for higher ratings.

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

Select Staffing is a provider of temporary and contract staffing
and permanent recruitment services through company owned and
franchised locations throughout the U.S. Moody's expects 2015
revenues of about $3 billion.



SHAFER BROTHERS: Court to Award Fees to Chapter 11 Counsel
----------------------------------------------------------
Todd Johnson and John Wiley, counsel to Shafer Brothers
Construction, Inc., each seeks compensation from the Debtor's
bankruptcy estate for services they rendered to the Debtor and its
bankruptcy estate primarily while the case was under Chapter 11.
They seek to be compensated, in part, from a $20,000 retainer
currently in Mr. Johnson's client trust account.

The Milan Puskar Revocable Trust Restated Sept. 28, 2011 objects
that the compensation sought by the Debtor's Counsel is not
reasonable, that any approved compensation should not be paid from
the $20,000 retainer because it constitutes MPRT's cash collateral,
and its interest in the retainer is superior to any claim of the
Debtor's Counsel.

The Debtor is indebted to MPRT by virtue of four Commercial
Promissory Notes in the original principal amounts of $2,463,104,
$1,500,000, $442,994, and $800,000, respectively.  To secure the
Notes, the Debtor granted MPRT a security interest in substantially
all of the Debtor's real and personal property, including accounts
receivable, contract rights, general intangibles, and proceeds.

In a Jan. 14, 2015 Memorandum Opinion available at
http://is.gd/4c343Kfrom Leagle.com, Bankruptcy Judge Patrick M.
Flatley finds that Mr. Johnson and Mr. Wiley are entitled to
reasonable compensation in an amount to be determined after they
each supplement their applications by specifying the amount of
travel time they each incurred while this case was in Chapter 11.
Additionally, because Mr. Johnson possesses a perfected security
interest in the $20,000 retainer that he currently holds in his
client trust account, he may apply those funds against the amount
of his approved compensation.  To the extent that a balance remains
due and owing, he holds an allowed Chapter 11 administrative claim.
Mr. Wiley also holds an allowed Chapter 11 administrative claim
against the Chapter 7 bankruptcy estate.

Judge Flatley also held that, to the extent MPRT asserts that the
Debtor's use of the $20,000 retainer constitutes the unauthorized
use of its cash collateral, the court disagrees.  The Debtor paid
the $20,000 to Mr. Johnson prepetition.  Because Mr. Johnson took
the funds subject to MPRT's security interest, however, the
unearned portion of the retainer as of the petition date
constituted MPRT's cash collateral by virtue of it and the Debtor
both possessing an interest therein.  By agreeing to continue the
court's consideration of the Debtor's Motion to Use Cash
Collateral, which the Debtor filed with its petition, MPRT
acquiesced to the Debtor's use -- by virtue of its continued
operations -- of its cash collateral while they worked on a
negotiated resolution thereof, which materialized on April 25,
2014, with the submission of an agreed order.  Although the cash
collateral order relates back to the petition date, it doesn't
alter the fact that Mr. Johnson performed services while the case
was one under Chapter 11 and that his security interest in the
$20,000 retainer grew.  And because MPRT knew that the Debtor
sought to use its cash collateral, and did not take steps to
prohibit its use thereof, the Debtor's use of the $20,000 retainer
does not constitute the unauthorized use of its cash collateral. As
a result, Mr. Johnson's perfected security interest in the retainer
is superior to MPRT's perfected security interest, assuming it has
a perfected security interest, Judge Flatley said.

Shafer Brothers Construction, Inc., based in Morgantown, West
Virginia, filed for Chapter 11 bankruptcy (Bankr. N.D. W.Va. Case
No. 14-00017) on Jan. 6, 2014.  Judge Patrick M. Flatley presides
over the case.  Todd Johnson, Esq., at Johnson Law, PLLC, serves as
counsel to the Debtor.  In its petition, Shafer Brothers listed
total assets of $2.64 million and total liabilities of $8.49
million.  The petition was signed by Bradley C. Shafer,
president/incorporator.  A list of the Debtor's 20 largest
unsecured creditors is available for free at
http://bankrupt.com/misc/wbnb14-17.pdf

Ultimately, the Debtor voluntarily moved to convert its case to one
under Chapter 7 on July 16, 2014, which the court granted by order
dated Aug. 13, 2014.


SHOTWELL LANDFILL: Revised Schedules to Remove Daewoo Excavator
---------------------------------------------------------------
Shotwell Landfill, Inc., amended its schedules of assets and
liabilities to remove the Daewoo 220 Excavator VIN#2081, valued at
$25,000, in its Schedule B on personal property.  The equipment was
incorrectly listed as an asset of the Debtor.  The Debtor relates
that it disposed of the equipment prior to filing its petition for
relief under Chapter 11 of the Bankruptcy Code.

The summary of amended schedules now reads:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,900,000
  B. Personal Property           $20,310,237
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,675,269
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $373,751
                                 -----------      -----------
        TOTAL                    $23,210,237      $10,049,020

A copy of the Amended Schedules is available free of charge at:

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

                      About Shotwell Landfill

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

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

Shotwell Landfill appointed Doug Gurkins as restructuring officer.

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

                           *     *     *

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



SKILLED HEALTHCARE: S&P Puts 'B' CCR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Skilled
Healthcare Group Inc., including its 'B' corporate credit rating
and 'B' issue-level ratings, on CreditWatch with negative
implications.

The '3' recovery rating on Skilled's secured term loan and revolver
are unchanged.

The CreditWatch placement on Skilled follows the downgrade on
Genesis, which will be the surviving entity in a merger transaction
between the two companies.  The transaction is expected to close in
coming weeks.

"This negative CreditWatch placement reflects our objective of
equalizing the ratings on Skilled with those of Genesis as the
transaction approaches," said Standard & Poor's credit analyst
David Kaplan.  S&P is taking this action notwithstanding its
expectation to withdraw its corporate credit rating and issue-level
ratings on Skilled Healthcare upon completion of the transaction,
given the current plans for Skilled's rated debt to be refinanced
with that transaction.

Although Genesis' scale and geographic diversity improve slightly
from the merger with Skilled, S&P views the additional scale and
geographic diversification as only incremental (Skilled is about
20% of the size of Genesis).

S&P's rating on Genesis continues to reflect its assessment of the
company's business risk profile as "weak" and the financial risk
profile as "highly leveraged," and S&P's view that the company's
financial risk is comparatively weak within the highly leveraged
assessment.

S&P views Genesis' business risk profile as "weak" despite the
large scale and geographic reach because of continued reimbursement
headwinds facing this industry.  S&P's view of Genesis' financial
risk profile reflects its forecast for adjusted debt to EBITDAR
significantly above 5x, including extensive operating lease
payments which S&P capitalizes as debt at a discount rate of 7%.
This is reinforced by S&P's expectation for very thin levels of
free cash flow.

S&P expects to resolve the CreditWatch placement on Skilled, when
the merger transaction with Genesis is complete.  At that time, S&P
expects to lower its corporate credit rating on Skilled to 'B-' and
withdraw all ratings, given plans for its rated debt to be
refinanced by the newly combined entity.



SOUTHERN PACIFIC: Files for Creditor Protection Under CCAA
----------------------------------------------------------
Southern Pacific Resource Corp. on Jan. 21 disclosed that it and
certain of its subsidiaries (and partnership), Southern Pacific
Energy Ltd., 1614789 Alberta Ltd., 1717712 Alberta Ltd. and
Southern Pacific Resource Partnership have obtained creditor
protection under the Companies' Creditors Arrangement Act (Canada)
pursuant to an Order granted on January 21, 2015 by the Court of
Queen's Bench of Alberta, Judicial Centre of Calgary.

The CCAA filing follows a review of Southern Pacific's strategic
alternatives by its Board of Directors.  Details of the CCAA filing
and related matters will soon be available on the Monitor's
website, http://www.pwc.com/car-stp

It was determined by the Board of Directors that as a result of the
Company's current financial situation (including the current
commodity price environment) seeking CCAA protection would be in
the best interests of the Company and all of its stakeholders.
While under CCAA protection, the Company will continue with its
efforts to pursue strategic alternatives, including restructuring
its existing debt obligations and pursuing the sale of assets.  The
Company has been in dialogue with representatives of its first lien
term loan and an ad hoc committee of holders of over 75% of the
senior secured second lien notes and over 50% of the convertible
debentures.

Southern Pacific has sought protection under the CCAA as its
current cash in hand would not allow it to meet its obligations as
they become due.  With the stay of proceedings pursuant to the
Initial Order, the Company does have sufficient liquidity for the
period ending through the date of the expiration of the Initial
Order.  CCAA protection stays creditors and others from enforcing
rights against Southern Pacific and affords it the opportunity to
restructure its financial affairs.  The Court has granted CCAA
protection for an initial period expiring February 20, 2015, to be
extended thereafter as the Court deems appropriate, during which
time Southern Pacific will formulate a Plan of Arrangement
pursuant to the CCAA.

In general order of priority, the face value of long-term debt of
the Company can be summarized as follows:

1.  USD$135.5 million currently owing on a first lien term loan
    (approximately CAD$163.9 million);
2.  CAD$260 million outstanding on certain senior secured second
    lien notes; and

3.  CAD$172.5 million outstanding in convertible debentures
(unsecured).

Under the CCAA proceedings, it is expected that the Company's
operations will continue uninterrupted in the ordinary course of
business and obligations to employees and key suppliers of goods
and services, after the filing date, will continue to be met on an
ongoing basis.  While under CCAA protection, Southern Pacific's
Board of Directors maintains its usual role and its management
remains responsible for the day-to-day operations of Southern
Pacific under the supervision of PricewaterhouseCoopers Inc., who
is the Court-appointed Monitor, and who will be responsible for
reviewing Southern Pacific's ongoing operations, assisting with the
development and filing of the Plan, liaising with creditors and
other stakeholders and reporting to the Court.  The Board of
Directors and management of Southern Pacific will also be primarily
responsible for formulating the Plan for restructuring Southern
Pacific's affairs.  RBC Capital Markets will continue to be engaged
as the Financial Advisor with respect to the strategic alternatives
and capital restructuring process.

                 About Southern Pacific

Southern Pacific Resource Corp. is engaged in the exploration,
development and production of in-situ thermal heavy oil and bitumen
production in the Athabasca oil sands of Alberta and in Senlac,
Saskatchewan.  Southern Pacific trades on the TSX under the symbol
"STP."


SPECIALTY PRODUCTS: Case Reassigned to Judge Selber
---------------------------------------------------
Chief U.S. Bankruptcy Judge Brendan Linehan Shannon on Jan. 7,
2015, entered an order transferring the Chapter 11 cases of
Specialty Products Holdings Corp., et al. to the Honorable Laurie
Selber Silverstein for all further proceedings and dispositions.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty Products and Bondex International, Inc., ("Initial
Debtors") filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780 and 10-11779) on May 31, 2010.  Specialty
Products estimated its assets and debts at $100 million to $500
million.

The Debtors tapped Jones Day as bankruptcy counsel; Richards Layton
& Finger, as co-counsel; and Logan and Company as claims and notice
agent.  The Official Committee of Asbestos PI Claimants tapped
Montgomery, Mccracken, Walker & Rhoads, LLP, in Wilmington
Delaware, as counsel.  The Future Claimants' Representative tapped
Young Conaway Stargatt & Taylor LLP, as attorneys.

On Aug. 31, 2014, Republic Powdered Metals, Inc., and affiliate
NMBFiL, Inc. -- the New Debtors -- sought Chapter 11 protection
(Bankr. D. Del. Case No. 14-12028).  The New Debtors are indirect
subsidiaries of Bondex International and affiliates of the Initial
Debtors.  Republic Powdered Metal is a leader in the roof coating
and restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof coatings.
NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications.  In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.  Republic
estimated assets of $10 million to $50 million and debt of less
than $10 million as of the bankruptcy filing.

The New Debtors were granted, on Sept. 3, 2014, joint
administration of their Chapter 11 cases for procedural purposes
only, with the chapter 11 cases of Specialty Products and Bondex
International.

                           *     *     *

Competing bankruptcy exit plans have been filed by the Initial
Debtors, on one hand, and the Official Committee of Unsecured
Creditors and the Future Claimants' Representative on the other.

The Debtors' First Amended Joint Plan of Reorganization and the
explanatory Disclosure Statement, dated Nov. 18, 2013, provides
for an asbestos trust to be established and funded with cash to
pay present and future asbestos-related claims.  The trust will be
funded by secured notes, issued by the Debtors and their ultimate
parent, RPM International Inc. ("International"), and the amounts
and terms of the notes will, with one exception, be determined by
the final outcome or settlement of the litigation that will
determine the asbestos claimants' rights in the chapter 11 cases.
The one exception is that the notes will provide for an aggregate
initial nonrefundable payment of $125 million to the asbestos
trust irrespective of the outcome of any litigation.  In short,
the Debtors and International have committed to pay to asbestos
claimants the maximum amount to which they are entitled based on
the applicable judgments or rulings in the litigation that will
determine the extent of the claimants' rights in the chapter 11
cases, and to make comparable payments to other similarly situated
creditors.

The PI Committee and the FCR's Third Amended Plan, filed Oct. 15,
2013, provides that: (i) SPHC will be separated from non-Debtor
direct or indirect parent Bondex International; (ii) Reorganized
SPHC will be managed and/or sold for the benefit of holders of all
Claims that are not paid in Cash, subordinated, cancelled or
otherwise treated pursuant to the Plan; (iii) all of SPHC's causes
of action will survive; (iv) Asbestos PI Trust Claims against SPHC
will be channeled to an Asbestos PI Trust; and (v) current SPHC
equity interests will be canceled, annulled, and extinguished.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


TERRAFORM POWER: Moody's Assigns B1 Rating on New $800MM Notes
--------------------------------------------------------------
Moody's Investors Service assigned its B1 rating to the proposed
$800 million senior unsecured notes at TerraForm Power Operating,
LLC (TPO), a subsidiary of TerraForm Power, Inc. (TERP). The note
proceeds, along with the net proceeds from two recent equity
offerings (in November 2014 and January 2015) totaling
approximately $702 million, will be used to refinance the $574
million secured term loan B currently on the books of TERP, finance
the $862 million purchase price for the operating assets of First
Wind (FW), and pay fees and expenses. The acquisition of FW is
expected to close in Q1 2015. Moody's will withdraw the Ba3 senior
secured ratings on TPO's existing senior secured term loan B and
senior secured revolver upon repayment in full of the those credit
facilities.

At the same time, Moody's affirmed TPO's Ba3 Corporate Family
Rating (CFR) and revised the rating outlook to positive from
stable. The change in rating outlook primarily reflects the
benefits of the FW acquisition. The acquisition substantially
increases TPO's size, scale and diversity. Pro-forma for the
acquisition, TERP will have a portfolio of 1,507 megawatts (MWs)
consisting of 1/3rd wind and 2/3rd solar, a 3.3 GW call rights
portfolio, an average offtaker credit quality of A3, and a weighted
average contract length of 16 years. Combined, these operating
characteristics are indicative of a low business risk profile.

Assignments:

Issuer: TerraForm Power Operating LLC

  Senior Unsecured Regular Bond/Debenture Assigned B1(LGD4)

Outlook Actions:

Issuer: TerraForm Power Operating LLC

  Outlook, Changed To Positive From Stable

Affirmations:

Issuer: TerraForm Power Operating LLC

Probability of Default Rating, Affirmed Ba3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Corporate Family Rating, Affirmed Ba3

Ratings Rationale

Since TPO's initial rating in June 2014, the portfolio has grown
very rapidly, and has seen an 86% increase in MWs, a doubling of
the call rights pipeline, and a 69% increase in EBITDA. While such
rapid growth was incorporated into Moody's original expectations,
the addition of a large, operating wind portfolio is credit
positive as it diversifies technology risk, resource risk,
operating risk and regulatory/policy risk besides providing for
stronger growth prospects. The transaction also improves the
financial profile compared to Moody's existing expectations.
Pro-forma for the transaction, Moody's incorporate a view that TPO
will maintain a financial profile in line with management's
targeted debt to EBITDA leverage ratio of 5x-5.5x over the next few
years, compared to Moody's expectations at the time of the initial
rating in July 2014 of 6x-7x.

On November 18, 2014, TERP and parent SunEdison, Inc. (SUNE)
announced that they are jointly acquiring FW, one of the largest
independent wind project developers in the US, in a $2.4 bill
transaction. TERP will acquire FW's 521 MW operational assets for
$862 million while SUNE will acquire FW's development pipeline as
well as management team to develop the wind business. All projects
will eventually be dropped down into TERP. SUNE will pay an initial
cash consideration of $696 million, with the balance being paid out
in the form of a seller note and earnout payments that depend upon
the successful execution of pipeline projects.

TPO's improved leverage ratio of 5 -- 5.5x and improved business
profile are consistent with a higher rating. But the Ba3 CFR is not
being upgraded at this time primarily due to TERP's insufficient
track record. Over the next 12 -- 18 months, TPO's rating could be
upgraded as management delivers on its business plan, maintains the
targeted financial profile, establishes a track record and achieves
management credibility by successfully integrating FW into its
business. Another key factor affecting TPO's CFR is the weak, but
improving, credit profile of its parent sponsor SUNE. Moody's
incorporate a view that SUNE will successfully raise the capital
for its financing obligations and maintain a stable financial
profile over the next 2-3 years.

The unsecured notes are rated one notch below the CFR owing to the
presence of a secured revolving credit facility, which is being
upsized to $550 million from $215 million. Moody's Loss-Given
Default (LGD) methodology assumes 50% of the revolver is drawn and
outstanding at the time of a default, which impacts expected
recovery on the unsecured notes. At the time of the original
rating, TPO had only one class of debt, a $300 million secured Term
Loan B and the secured revolver. This resulted in debt being rated
at the same level as the CFR.

Given the presence of substantial project level debt of about $884
million, Moody's evaluate TPO's financial profile on a consolidated
basis. And while TPO is expected to grow rapidly through both
acquisitions and drop-downs from SUNE, Moody's have taken a
conservative look at the company's likely financial profile
assuming zero growth and a static portfolio after the acquisition.
Under these assumptions, Moody's expect TPO to have CFO pre-W/C to
debt of 12-15%, Debt/EBITDA of 5x-5.5x and consolidated Debt
Service Coverage Ratio of 2.2x-2.3x over the next few years.

Liquidity

The $550 million revolving credit facility is adequate to support
TERP's operations. Given that TPO only operates wind and solar
power projects, its operational working capital requirements are
generally quite small. Moody's expect the revolver to be used
mainly to enable TERP to acquire projects quickly, with permanent
funding coming later through an appropriate mix of debt and equity.
The revolver is secured by all the assets of TERP, which
essentially consists of equity interests in the various project
subsidiaries.

Outlook

TPO's positive outlook reflects the potential for an upgrade of
TPO's CFR if the company delivers on its business plan, maintains
the targeted financial profile, establishes a track record and
achieves management credibility by successfully integrating FW into
its business.

What Could Take the Rating Up: Successfully executing on its
business plan such as the smooth integration of the First Wind
assets and maintaining its targeted financial profile of 5.0x-5.5x
Debt/EBITDA would result in higher ratings. An upgrade would also
require SUNE to successfully raise capital for its financing
obligations and maintain a stable financial profile.

What Could Take the Rating Down: Downward pressure on TPO's rating
would result in the event that either higher debt levels or poorer
operating performance point to a rising trend in the consolidated
Debt/EBITDA leverage ratio above 5.5x or FFO/Debt levels falling
below 10%. Other factors that could affect the rating include a
decline in the quality of cash flows through shorter contracts,
commodity price exposure, lower rated counterparties or risky
regulatory jurisdictions. A significant deterioration in the credit
quality of SUNE could also be another factor in a rating downgrade
at TPO.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in Octoboer
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.



TERRAFORM POWER: S&P Affirms 'BB-' CCR & Rates $800MM Notes 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on TerraForm Power Inc.  The outlook is
stable.  At the same time, S&P assigned its 'BB-' issue-level
rating and '3' recovery rating to TerraForm's new $800 million
senior unsecured notes due 2023.

TerraForm will use proceeds to partly fund the First Wind LLC
acquisition.  Total transaction costs to SunEdison Inc. and
TerraForm are about $2.4 billion, of which TerraForm's share is
about $1.5 billion.  Terraform will use the rest of the proceeds to
retire existing term loan B debt and pay related fees and expenses.


S&P do not anticipate any change to TerraForm's "weak" business
risk profile.  S&P's ratings reflect moderate asset diversity,
which now includes wind assets, but also incorporate Terraform's
size, which is still small compared with peers.  The company is
also influenced by meaningful dependence on dividends from levered
assets, a lower weighted average contract length of its power
sales, and a "YieldCo" structure that gives management incentive to
pay out most of its cash flow after interest and mandatory capital
spending to unitholders each quarter.  Still, S&P do not expect the
resultant financing structure to cause any change to TerraForm's
"significant" financial risk profile.  S&P attaches more importance
to the debt/EBITDA ratio, the core financial measure we use to
assess Terraform's credit profile.

"The stable outlook on TerraForm reflects our expectation for
minimal merchant price risk and debt to EBITDA in the 3x to 3.5x
range," said Standard & Poor's credit analyst Aneesh Prabhu.

Apart from a reassessment of SunEdison's group credit profile, S&P
could lower the ratings on TerraForm if credit measures weaken such
that debt to EBITDA rises above 4.5x.  Absent an upgrade of
SunEdison's group credit profile, S&P would not envision upgrading
TerraForm because of the link between the two companies.



TTM TECHNOLOGIES: Moody's Assigns Caa1 Rating on 2nd Lien Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 (LGD5) rating to TTM
Technologies, Inc.'s second lien notes. The notes, in conjunction
with previously rated first lien senior secured debt will be used
to fund the roughly $900 million acquisition of Viasystems, Inc.
and refinance TTM's existing debt. All other ratings, including the
B2 Corporate Family Rating (CFR), are unchanged. The outlook is
stable.

At the completion of the acquisition, Moody's will withdraw all
existing Viasystems' ratings.

Ratings Rationale

The B2 CFR reflects TTM's elevated financial leverage (Moody's
adjusted total debt to EBITDA in the mid 4.0 times range following
acquisition) and the near-term challenges the company will face in
integrating the Viasystems operations, which suffered a series of
operating missteps in the past couple of years. Moreover, the
highly fragmented and competitive nature of the electronic printed
circuit board ("PCB") industry could limit the company's prospects
to grow revenues and achieve margin expansion to enable it to
rapidly delever.

The ratings are supported by the increased scale, greater customer
diversification, and a broad array of high end product offerings to
its customers. Viasystems' customer and product portfolio is
generally complementary to TTM, which will add meaningful
contributions in the automotive and communications infrastructure
industries. The combined resources of the two companies should
enable TTM to continue investing in R&D and state of the art
manufacturing facilities to stay on the leading edge of PCB
fabrication, which differentiates it from the Asian providers of
commoditized PCBs.

The ratings assigned to the individual instruments are based on the
probability of default of the company, which is B2-PD, as well as
an average family recovery. The Caa1, LGD5 assigned rating to the
second lien notes reflects the notes' junior position in the
capital structure.

The stable rating outlook reflects Moody's expectation that TTM
will make steady progress in integrating Viasystems' operations and
will achieve the targeted cost synergies.

What Could Change the Rating -- UP

Given the increased debt taken on with the acquisition and time
required to successfully integrate Viasystems, a rating upgrade is
unlikely over the next 12 months. Ratings could be upgraded as a
result of significant revenue and EBITDA expansion which leads to
significantly reduced leverage to below 3.0 times and improvement
in operating margins above 13%. Ratings could also be raised if the
integration leads to better working capital management and drives
higher cash flow from operations and improved free cash flow
stability.

What Could Change the Rating -- DOWN

Ratings could be downgraded if TTM's integration of Viasystems
results in deteriorating financial performance, revenue growth does
not materialize, or if the company experiences market share loss or
operational missteps. Ratings may also be downgraded if margins
erode further as a result of lower volumes, pricing pressures or
higher operating costs. Free cash flow deterioration would pressure
the rating. Financial leverage sustained above 5.0 times total
adjusted debt to EBITDA would also pressure ratings.

Rating Assignments:

Issuer: TTM Technologies, Inc.

  Second Lien Secured Notes, Assigned Caa1 (LGD5)

Headquartered in Costa Mesa, CA, TTM is a provider of complex
multi-layer printed circuit boards (PCB) and electro-mechanical
solutions. Proforma revenue for the Viasystems acquisition for the
twelve months ended September 30, 2014 was $2.3 billion.

The principal methodology used in this rating 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.



U.S. COAL: Obtains Authority to Solicit Bids for Assets
-------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. Coal Corp. received the green light to
auction assets of three of its bankrupt companies, including
equipment, buildings, leases, coal inventories, and permits.

According to the report, bids for assets connected with the selling
companies' coal mining businesses are due Feb. 9 so that the
company, by Feb. 11, can announce the best offer or offers.  If
more than one qualified bid is received, an auction will be held on
Feb. 20 and a sale-approval hearing will follow on
Feb. 27, the report related.

                 About U.S. Coal and Licking River

On May 22, 2014, an involuntary Chapter 11 petition was filed
against Licking River Mining, LLC, before the United States
Bankruptcy Court for the Eastern District of Kentucky.  On May 23,
2014, an involuntary Chapter 11 petition was filed against Licking
River Resources, Inc. and Fox Knob Coal., Inc.  On June 3, 2014,
an involuntary Chapter 11 petition was filed against S.M. & J.,
Inc.  On June 4, 2014, an involuntary Chapter 11 petition was
filed against J.A.D. Coal Company, Inc.  On June 12, 2014, the
Court entered an order for relief in each of the bankruptcy cases.

On June 10, 2014, an involuntary Chapter 11 petition was filed
against U.S. Coal Corporation.  On June 27, 2014, the Court
entered an order for relief in U.S. Coal's bankruptcy case.

On Nov. 4, 2014, Harlan County Mining, LLC, Oak Hill Coal, Inc.,
Sandlick Coal Company, LLC, and U.S. Coal Marketing, LLC, filed
petitions in the United States Bankruptcy Court for the Eastern
District of Kentucky seeking relief under chapter 11 of the United
States Bankruptcy Code.  The Debtors' cases have been assigned to
Chief Judge Tracey N. Wise.  The Debtors are seeking to have their
cases jointly administered for procedural purposes, meaning that
upon entry of such an order all pleadings will be maintained on
the case docket for Licking River Mining, LLC, Case No. 14-10201.

U.S. Coal produces and sells thermal coal purchased primarily by
utilities and trading companies and specialty coal purchased by
various industrial customers and trading companies (known as
"stoker" coal).   U.S. Coal operates through two divisions: (1)
the Licking River Division that was formed through the acquisition
of LR Mining, LRR, and S.M. & J., and Oak Hill Coal, Inc. in
January 2007 for $33 million., and (2) the J.A.D. Division that was
formed through the acquisition of JAD and Fox Knob, and Sandlick
Coal Company, LLC and Harlan County Mining, LLC in April 2008 for
$41 million.  Both the LRR Division and the JAD Division are
located in the Central Appalachia region of eastern Kentucky.
The LRR Division has approximately 26.3 million tons of surface
reserves under lease.  The JAD Division has 24.4 million tons of
surface reserves, both leased and owned real property.  At present,
U.S. Coal has three surface mines in operation between the LRR
Division and JAD Division.

The Official Committee of Unsecured Creditors has tapped Barber
Law PLLC and Foley & Lardner as attorneys.

The Debtors are represented by Amelia Martin Adams, Esq., and
Laura Day DelCotto, Esq. of Delcotto Law Group PLLC; and Dennis J.
Drebsky, Esq., and Christopher M. Desiderio, Esq., of Nixon
Peabody LLP.


USA DRY VAN: Former CEO Admits to Commiting Wire Fraud
------------------------------------------------------
Former USA Dry Van CEO Sergio Lagos has admitted to committing $26
million in wire fraud, Jared Taylor at The Monitor reports, citing
federal prosecutors.

Mr. Lagos, according to The Monitor, was convicted of conspiracy to
commit wire fraud and six counts of wire fraud, and faces up to 20
years in prison and $250,000 in fines.  The report says that a U.S.
district judge in Houston will determine the exact amount of the
fraud when Mr. Lagos is sentenced in April 2015.

Mr. Lagos, according to The Monitor, admitted that between March
2008 and January 2010, he swindled GE Capital Corporation by lying
about USA Dry's financial performance.  Prosecutors said in a news
release that Mr. Lagos, the Company's former COO Aurelio Aleman and
the Company's former controller Oscar Barbosa lied about how much
money they were collecting, which allowed them to continue to
borrow hundreds of thousands of dollars every week and make USA Dry
appear profitable.  Court documents show that the Company had a $38
million revolving line of credit from GE Capital that was secured
by the company's accounts receivables.

The Monitor recalls that the Company's former COO Aurelio Aleman
and its former controller Oscar Barbosa pleaded guilty to
conspiracy to commit wire fraud in September 2014.

Messrs. Lagos, Aleman and Barbosa no longer are tied to the
company, The Monitor reports.

                        About USA Dry Van

USA Dry Van is a trucker operating between the U.S. and Mexico.
Operating from Laredo and McAllen, Texas, USA Dry Van has 570
trucks and almost 2,000 trailers.

Jared Taylor at The Monitor says that once the fraud scheme of the
Company's former CEO Sergio Lagos, former COO Aurelio Aleman, and
former controller Oscar Barbosa were revealed, the Company filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
10-20102) on Feb. 2, 2010, and emerged under new ownership.

As reported by the Troubled Company Reporter on Feb. 5, 2010, Bill
Rochelle at Bloomberg News reported that the Company notified the
secured lender in January that there had been a "substantial
overstatement" of eligible accounts receivable, resulting in a
"significant overadvance."


USF HOLDINGS: S&P Assigns 'B' CCR & Rates $390MM Secured Loan 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Michigan-based auto supplier USF
Holdings LLC.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level and '3' recovery
ratings to the company's $390 million senior secured term loan B.
The '3' recovery rating indicates S&P's expectation that the
debtholders would realize a meaningful (50%-70%) recovery in the
event of a payment default.

The debt financing also includes an unrated ABL revolving credit
facility, which S&P expects to be partially drawn at close and will
provide the company with borrowing capacity of $80 million.

"Our ratings reflect the multiple industry risks facing automotive
suppliers, including volatile demand, high fixed costs, intense
competition, and the potential for severe pricing pressures," said
Standard & Poor's credit analyst Naomi Dsouza.

USF's relatively small scale and narrow scope selling highly
engineered single-shot and multishot injection molded, compression
molded, and extruded components and assemblies in a fragmented
market expose it to these risks, which the company's technical
capabilities and longstanding customer relationships partly offset.
S&P believes the company is well positioned to benefit somewhat
from the trend of metal to plastic conversion in the auto sector
because of the industry emphasis on light weighting and fuel
efficiency.  Still, the company's smaller size (relative to most
auto suppliers S&P rates) and limited geographic diversity could
limit its maneuverability should auto production become more
volatile or should raw material prices rise unexpectedly.

The stable outlook reflects S&P's view that, over the next 12
months, the company will continue to sustain its above average
profitability, generate a ratio of FOCF to debt of less than 5%,
and maintain leverage around 5x, consistent with S&P's expectation
for the rating.

Though unlikely over the next 12 months, S&P could raise its
ratings if the company is able to generate sustained positive free
operating cash flow, with FOCF to debt in the 5%-10% range.  This
scenario also assumes the company makes no meaningful debt-funded
acquisitions or shareholder distributions in the near term, and
debt leverage is between 4.0x-5.0x on a sustained basis.

S&P could lower its ratings over the next 12 months if the company
pursues extraordinary shareholder distributions or a large
debt-financed acquisition that would increase the risk of debt
leverage exceeding 5x on a sustained basis, with FOCF to debt
falling to well below 5%.



WBH ENERGY: U.S. Trustee Forms Creditors' Committee
---------------------------------------------------
The U.S. Trustee for Region 7 appointed seven creditors of WBH
Energy, LP and its affiliated debtors to serve on the official
committee of unsecured creditors:

     (1) Inwell, LLC
         John D. Mullen
         5014 Spring Hill Dr., Ste. 300
         Spring, TX 77396
         danny.mullen@inwell.com
         (713) 408-4478 /Fax: none provided

     (2) P.L.P.S., Inc.
         Jim Wyman
         P.O. Box 700
         Pearland, TX 77588
         jim.wyman@plpsinc.com
         (281) 992-7577 /Fax: (281) 992-4197

     (3) Morrison Supply Co.
         Dan Harvick
         100 East 15th St., Ste 200
         Fort Worth TX 76102
         dlharvick@morsco.com
         (817) 484-4607 /Fax: (817) 877-4942

     (4) Cressman Tubular Products Corporation
         Arthur R. Cressman, Jr.
         3939 Beltline Rd, Suite 460
         Addison, TX 75204
         a.cressman@cressmantubular.com
         (214) 352-5252 /Fax: 972-732-7077

     (5) Gladiator Energy Services LLC
         Dustin Donnell
         P.O. Box 162546
         Austin, TX 78716
         dustin@gladiatorservices.com
         (512) 394-4577 /Fax: none provided

     (6) Nabors Drilling USA, LP
         Lauri McDonald
         515 W. Greens Rd.
         Houston, TX 77067
         lauri.mcdonald@nabors.com
         (281) 775-8175 /Fax: 281-775-4375

     (7) Challenger Process Systems Co.
         c/o Donald Suh, VP & General Counsel
         1585 Sawdust Rd, Ste. 210
         The Woodlands, TX 77380
         dds@dovercorp.com
         (281) 403-5750 /Fax: none provided

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

                         About WBH Energy

WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and
its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No.
15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No.
15-10005) separately filed for Chapter 11 bankruptcy protection on
Jan. 4, 2015.  The petitions were signed by Joseph S. Warnock, vice
president.

Judge Christopher Mott presides over WBH Energy, LP's case, while
Judge Tony M. Davis presides over WBH Energy Partners' and WBH
Energy GP's cases.

William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP,
serves as the Debtors' bankruptcy counsel.

WBH Energy, LP, and WBH Energy Partners estimated their assets and
liabilities at between $10 million and $50 million each.  WBH
Energy GP estimated its assets at up to $50,000, and its
liabilities at between $10 million and $50 million.


WEST 38TH STREET: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                          Case No.
    ------                                          --------
    West 38th Street Plaza, LLC                     15-00304
    c/o Centre Properties
    9333 N. Meridian St., Suite 275
    Indianapolis, IN 46260

    C&J Properties, LLC                             15-00305
       d/b/a East Washington Centre
    c/o Centre Properties  
    9333 N. Meridain St., Suite 275
    Indianapolis, IN 46260

    Centre West Key Bank, LLC                       15-00307      
    c/o Centre Properties
    9333 N. Meridian St., Suite 275
    Indianapolis, IN 46260

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 20, 2015

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. Jeffrey J. Graham

Debtors' Counsel: Whitney L Mosby, Esq.
                  BINGHAM GREENEBAUM DOLL LLP
                  10 West Market Street, #2700
                  Indianapolis, IN 46204
                  Tel: (317) 968-5469
                  Fax: (317) 236-9907
                  Email: wmosby@bgdlegal.com

                    - and -

                  Thomas C Scherer, Esq.
                  BINGHAM GREENEBAUM DOLL LLP
                  10 W Market St Ste 2700
                  Indianapolis, IN 46204-2954
                  Tel: 317-635-8900
                  Fax: 317-236-9907
                  Email: tscherer@bgdlegal.com

                                     Estimated    Estimated
                                      Assets     Liabilities
                                    ----------   -----------
West 38th Street Plaza              $1MM-$10MM   $1MM-$10MM
C&J Properties, LLC                 $1MM-$10MM   $1MM-$10MM
Centre West Key Bank                $1MM-$10MM   $1MM-$10MM

The petitions were signed by Craig W. Johnson, president.

A list of West 38th Street Plaza's four largest unsecured creditors
is available for free at:

     http://bankrupt.com/misc/insb15-00304.pdf

A list of C&J Properties' three largest unsecured creditors is
available for free at

     http://bankrupt.com/misc/insb15-00305.pdf

A list of Centre West Key's largest unsecured creditors is
available for free at

     http://bankrupt.com/misc/insb15-00307.pdf


WOODBINE EVENTS: Woodbine Golf Course Closes
--------------------------------------------
Bob Bong at Chicago Tribune reports that the Woodbine Golf Course
in Homer Glen, Illinois, closed at the end of December 2014.  

Chicago Tribune says that owner Jim Ludwig sold the golf course a
year ago for $3.3 million to the village of Homer Glen, which plans
to turn part of the property into a parkland and the rest into a
new Village Hall complex.  According to the report, Mr. Ludwig was
allowed to operate the course for a year after selling it.

Headquartered in Homer Glen, Illinois, Woodbine Events, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
13-30335) on July 30, 2013.  In its petition, the Debtor disclosed
$10,877 in total assets and $6.7 million in total liabilities.

Affiliate Woodbine Golf Course, Inc., simultaneously filed for
Chapter 11 (Bankr. N.D. Ill. Case No. 13-30340), listing $143,582
in total assets and $6,743,781 in total debts.

The petitions were signed by James B. Ludwig, president.  David P.
Lloyd, Esq., at david p. Lloyd, Ltd., serves as the Debtors'
bankruptcy counsel.  Judge Jack B. Schmetterer presides over the
cases.

Affiliate WGC Real Estate, LLC, filed a separate Chapter 11
petition (Bankr. N.D. Ill. Case No. 13-17362) on April 25, 2013.


ZAYO GROUP: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has affirmed Zayo Group, LLC.'s B2
Corporate Family Rating (CFR) and B2-PD Probability of Default
Rating (PDR) following the company's announcement that it will
acquire Latisys Holdings, LLC and its subsidiary Latisys Corp
("Latisys") for $675 million. As part of the rating action, Moody's
has also assigned a Caa1 rating to Zayo's proposed $700 million
senior unsecured notes offering, which will be used to finance the
acquisition of Latisys. Moody's has also changed Zayo's Speculative
Grade Liquidity (SGL) rating to SGL-1 from SGL-3 given the
company's improved free cash flow profile. The ratings outlook
remains stable.

Moody's expects Zayo to repay approximately $200 million of term
loan debt at Latisys as part of the $675 million transaction.
Therefore, Moody's will withdraw all ratings of Latisys, including
its B3 corporate family rating at the close of the transaction.

Affirmations:

Issuer: Zayo Group, LLC

  Probability of Default Rating, Affirmed B2-PD

  Corporate Family Rating (Local Currency), Affirmed B2

  Senior Secured Bank Credit Facility (Local Currency) Jul 2, 2019,
Affirmed
  B1, LGD3

  Senior Secured Bank Credit Facility (Local Currency) Jul 2, 2017,
Affirmed
  B1, LGD3

  Senior Secured Regular Bond/Debenture (Local Currency) Jan 1,
2020, Affirmed
  B1, LGD3

  Senior Unsecured Regular Bond/Debenture (Local Currency) Jul 1,
2020, Affirmed
  Caa1, to LGD5 from LGD6

Assignments:

Issuer: Zayo Group, LLC

  Senior Unsecured Regular Bond/Debenture (Local Currency),
Assigned Caa1, LGD5

Changes:

Issuer: Zayo Group, LLC

  Speculative Grade Liquidity Rating, changed to SGL-1 from SGL-3

Outlook Actions:

Issuer: Zayo Group, LLC

  Outlook, Remains Stable

Ratings Rationale

Zayo's B2 corporate family rating reflects its high leverage and
the company's aggressive financial policy which features frequent
debt-financed acquisitions. Zayo's business model requires heavy
capital investment and is susceptible to customer churn, both of
which pressure free cash flow. And, in addition to increasing its
credit risk, Zayo's serial debt-financed acquisition activity has
also led to poor visibility into the company's organic growth and
steady state cost structure. These credit weaknesses are offset by
Zayo's strong revenue growth, stable base of contracted recurring
revenues and valuable fiber optic network assets. Management has
demonstrated its ability to execute a high quantity of both small
and large acquisitions and achieve (or exceed) projected merger
benefits. Although Zayo's aggressive M&A stance is generally credit
negative, management's skill in navigating these transactions does
offset a meaningful amount of this risk.

The acquisition of Latisys will expand Zayo's datacenter portfolio
to 45 facilities from the current 37 facilities and strengthen the
company's ability to offer both transport and datacenter services
to enterprise customers within these markets. Pro forma for the
proposed transaction and excluding stock compensation expense,
Moody's expects Zayo's leverage to remain in the low 5x range
(Moody's adjusted) at fiscal year-end 2015, slightly down from 5.3x
(Moody's adjusted) at fiscal year-end 2014. Moody's expects Zayo's
free cash flow to deteriorate as it moves deeper into the data
center business, given the very high capital intensity of this
business. But, Moody's does expect Zayo to maintain positive free
cash flow of 3% to 5% of adjusted debt. Moody's also anticipates
that Zayo will quickly integrate the Latisys' assets and continue
to generate strong EBITDA growth. Zayo's credit strength has
improved through greater scale and a slower pace of M&A activity in
the twelve months prior to its IPO. However, a return to Zayo's
prior rapid pace of M&A, this time targeted at the datacenter space
could pressure Zayo's credit metrics due to the high capital
intensity and very high acquisition multiples of data center
companies.

Moody's expects Zayo to maintain very good liquidity supported by
approximately $150 million of cash pro-forma for the transaction
and an undrawn $250 million revolver. Moody's also expect the
company to generate over $100 million of free cash flow annually
going forward. While the company's liquidity profile has improved,
Moody's anticipate that Zayo will utilize the majority of its
liquidity for continued M&A activity and, at times, maintain a
limited amount of revolver capacity.

The ratings for the debt instruments reflect both the overall
probability of default of Zayo, to which Moody's has assigned a
probability of default rating (PDR) of B2-PD, and individual loss
given default assessments. The senior secured credit facilities
along with the $675 million senior secured notes are rated B1
(LGD3), one notches higher than the CFR given the support from the
Caa1 (LGD5) rated $1.025 billion senior unsecured notes.

The stable outlook is based on Moody's view that Zayo will continue
to generate positive free cash flow and reduce leverage while
maintaining adequate liquidity.

Downward rating pressure could develop if liquidity becomes
strained or if capital intensity increases such that Zayo is unable
to generate sustainable positive free cash flow or if leverage
remains elevated. Moody's could upgrade Zayo's ratings if adjusted
leverage approaches 4x and FCF/Debt is sustained above 10%. Upward
rating migration would also be contingent on management's
commitment to lower leverage and a less aggressive stance towards
debt-financed M&A.

The principal methodology used in this rating was Global
Communications Infrastructure Rating Methodology published in June
2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Boulder, Colorado, Zayo Group is a provider of
bandwidth infrastructure and network-neutral interconnection
services with significant fiber network assets and national reach.
In July 2012, the company completed its largest acquisition, buying
AboveNet for approximately $2.2 billion.



ZAYO GROUP: S&P Affirms 'B' CCR & Rates $700MM Sr. Notes 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Boulder, Colo.-based Zayo Group LLC. The
rating outlook is stable.

At the same time, S&P assigned its 'CCC+' issue-level rating and
'6' recovery rating to the company's proposed $700 million of
senior unsecured notes due 2023.  The '6' recovery rating indicates
S&P's expectation of negligible (0%-10%) recovery for lenders in
the event of a payment default.  Existing ratings on the company's
unsecured debt remain unchanged.  S&P expects the company to use
proceeds from the proposed issuance to fund the $675 million
acquisition of Latisys Corp.

In addition, S&P is revising the recovery rating on the company's
senior secured debt to '3' from '4'.  The '3' recovery rating
indicates S&P's expectation of meaningful (50%-70%; upper end of
range) recovery for lenders in the event of a payment default.  The
recovery rating revision reflects an increase in our net enterprise
valuation under S&P's hypothetical default scenario.

"The ratings affirmation reflects our expectation of only a
moderate increase in adjusted leverage as a result of the Latisys
acquisition," said Standard & Poor's credit analyst Michael
Altberg.

"Under our base-case scenario, we expect adjusted debt to EBITDA to
increase to the low- to mid-5x area in 2015, compared to our
original expectation of the high-4x to low-5x area, and still
comfortably below our 7x threshold for the company at the current
rating level.  Based on our expectation of high-single-digit
percent organic revenue growth in fiscal 2015 and 2016, leverage
could decline back to the high-4x area to low-5x area over the next
two years.  However, we believe the company will remain acquisitive
in terms of tuck-in fiber acquisitions and potentially additional
data center colocation assets, which will most likely keep leverage
above 5x over the intermediate term," S&P said.

From a business risk perspective, S&P believes the acquisition of
Latisys complements Zayo's existing data center footprint, adding
colocation space in five markets: Northern Virginia, Chicago,
Denver, Irvine, Calif., and London.  In addition, the company has
existing metro fiber assets in these five markets, providing
cross-selling opportunities between Latisys colocation customers
and Zayo's fiber customers.  Pro forma for the acquisition, Zayo's
colocation infrastructure will consist of 45 data centers in the
U.S. and Europe.

The stable outlook reflects the company's good growth prospects
balanced by what S&P considers to be a highly leveraged financial
risk profile and aggressive expansion policies.  S&P believes
leverage will remain elevated for the foreseeable future, but that
liquidity should remain adequate given the company's healthy FOCF
and revolver availability.

S&P could lower the rating if debt-funded acquisitions underperform
expectations, or if the pricing environment were to deteriorate due
to increased competition, causing leverage to rise above 7x on a
sustained basis.

S&P views an upgrade as unlikely in the near term.  While S&P's
target for an upgrade is sustained leverage below 5x with margins
remaining at or above current levels, our base expectation is that
Zayo will continue to pursue debt-financed acquisitions or capital
investments that will keep leverage above 5x over the next few
years.



[*] ABI Commission Votes to Make Plan Cramdowns Easier
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that an American Bankruptcy Institute said in its
recommendations for Congress to amend the 1978 Bankruptcy Code said
a company should be able to emerge from bankruptcy reorganization
using the so-called cramdown process even when all creditor classes
oppose its plan.

According to Bloomberg, on voting on a plan, the commission
endorsed a "one creditor-one vote" rule, the commission would treat
creditors under common control as one creditor, thus disabling a
creditor or creditors from artificially controlling a class by
splitting up claim ownership.  Since cramdown would be possible
without an accepting class, current law could be modified to say
that the failure of anyone to vote in a class is the equivalent of
rejection, Bloomberg said.


[*] Duane Morris Promotes 14 Associates & Special Counsel
---------------------------------------------------------
Duane Morris LLP on Jan. 20 disclosed that it has promoted 14
associates and special counsel in seven of the firm's practice
groups to the firm partnership.

These newly named partners are located in 10 of the firm's offices
and are as follows:

   * Business Reorganization and Financial Restructuring Practice
Group: Sommer L. Ross in Wilmington.
   * Corporate Practice Group: Miles L. Plaskett in Miami.
   * Employment, Labor, Benefits and Immigration Practice Group:
Christopher D. Durham in Philadelphia.
   * Energy, Environment and Resources Practice Group: Jolie-Anne
S. Ansley in San Francisco.
   * Intellectual Property Practice Group: Christiane Schuman
Campbell in Philadelphia; Alison Haddock Hutton in Atlanta; Gregory
M. Lefkowitz in Boca Raton; and Manita Rawat in Las Vegas.
   * Real Estate Practice Group: Gregory P. Duffy in Philadelphia.
   * Trial Practice Group: Jennifer Briggs Fisher in San Francisco;
Evan Michailidis in New York; Gerald J. Schirato in Pittsburgh;
Christopher L. Soriano in Cherry Hill; and Sean S. Zabaneh in
Philadelphia.

Jolie-Anne S. Ansley focuses her practice on environmental, water
and energy law, representing both public entities and private
clients in judicial and administrative proceedings, as well as in
transactional matters.  Her work includes complex science and
technical matters, which are particularly aided by her professional
background as a wildland resource scientist.  
Ms. Ansley is a 2002 graduate of the University of California,
Hastings College of the Law, where she was a member of the Hastings
Law Journal, and a graduate of the University of California,
Berkeley (M.S., Wildland Resource Science) and the University of
Michigan (B.S., Resource Ecology and Management).

Christiane Schuman Campbell practices in the area of intellectual
property law.  She has extensive experience with trademark
maintenance and enforcement, including enforcement over the
Internet.  Her trademark litigation experience also includes
matters before the TTAB and collaborating with counsel outside the
U.S. on foreign opposition and cancellation actions.  Ms. Campbell
has particular experience in representing clients' trademark
interests in China.  Recently, she was named chair of the
Pennsylvania Bar Association's Intellectual Property Section. She
is a 2005 graduate of Franklin Pierce Law Center, where she
obtained both a J.D. and a master's degree in Intellectual
Property, and a graduate of Bucknell University.

Gregory P. Duffy practices in the areas of real estate, general
corporate law and corporate governance.  Mr. Duffy's practice
includes equity and land sales acquisitions and dispositions;
commercial financing; commercial leasing for national and
international businesses representing both landlords and tenants;
multi-family housing and hotel sales and development; business
organization; and corporate governance reviews.  Admitted to
practice in Pennsylvania and New York, Mr. Duffy is a 2004 graduate
of the University of Pennsylvania Law School, where he was
executive editor of the Law Review. Duffy is also a 2001 graduate
from the State University of New York at Binghamton.

Christopher D. Durham practices in the area of employment law,
counseling and representing clients in a variety of employment
issues and matters.  He represents businesses in administrative
proceedings and litigation before federal and state courts and
administrative agencies, counsels businesses on affirmative action
compliance and the development and implementation of affirmative
action programs and defends businesses in audits and investigations
by state and federal departments of labor.  Admitted to practice in
Pennsylvania and New Jersey, Durham is a 2005 graduate of the
University of Pennsylvania Law School, where he was articles editor
of the Journal of Labor and Employment Law, and a graduate of Miami
University.

Jennifer Briggs Fisher practices in the areas of white-collar
criminal defense, internal corporate investigations, regulatory
compliance and complex commercial litigation.  Ms. Fisher has
represented corporations and individuals in proceedings involving
antitrust offenses, environmental violations, customs fraud, health
care, government contract disputes and other federal regulatory
investigations.  She also specializes in complex business
litigation.  Prior to entering law school, Ms. Fisher worked on
Capitol Hill as a legislative assistant to Congressman Adam Schiff
(D-Calif.) and was the deputy finance director for his 2000
election campaign.  She is a 2005 graduate of Boston College Law
School and a graduate of Boston College.

Alison Haddock Hutton practices in the area of intellectual
property law with an emphasis on patent litigation.  Ms. Hutton has
represented clients in matters related to semiconductor
fabrication, wireless LAN and telecommunication systems and
standards, among others.  Ms. Hutton also has an active pro bono
practice, particularly in the area of voting rights law.  A 2005
graduate of the University of Virginia School of Law, she was a
semifinalist in the William Minor Lile Moot Court competition, a
member of the Mock Trial team and managing editor of the Virginia
Law Weekly.  She received a bachelor of arts degree from Duke
University, which she attended on a B.N. Duke full tuition
scholarship.

Gregory M. Lefkowitz practices in all areas of intellectual
property law, including patents, trademarks, trade secrets and
copyright law.  He represents clients in a wide range of
intellectual property litigation matters at all levels of the
federal court system, as well as appeals and inter partes reviews
before the U.S. Patent Office.  Prior to entering the practice of
law, Lefkowitz was a research scientist at Kimberly-Clark
Corporation, where he led teams developing material and chemical
technologies and was a co-inventor of five patents.  He is a 2006
graduate of the University of Florida, Levin College of Law.  He
also holds a B.S. with honors in chemical engineering from the
University of Florida.

Evan Michailidis practices in the area of litigation, with a focus
on complex commercial matters, representing clients in a wide range
of proceedings nationally and around the world.  His areas of
experience include: domestic and international white-collar
criminal defense, including Foreign Corrupt Practices Act
investigations; internal corporate investigations; class action
defense; foreclosure; products liability; bankruptcy litigation;
immigration; and employment litigation.  He is a member of the New
York City Bar Association's Restaurant and Hospitality Committee.
He was selected as a Rising Star by New York Super Lawyers in 2012,
2013 and 2014.  Mr. Michailidis is a graduate of Emory Law School
and Columbia University.               

Miles L. Plaskett focuses his practice on corporate and municipal
finance, including project finance, with an emphasis on renewable
energy and infrastructure projects, many of them in the U.S. Virgin
Islands and the Caribbean.  He has appeared before the Virgin
Islands Legislature, the Virgin Islands Economic Development
Commission, the Virgin Islands Public Finance Authority and the
Virgin Islands Division of Coastal Zone Management on behalf of
corporate, development and financial services clients.  Mr.
Plaskett is a member of the American Bar Association and the
National Association of Bond Lawyers.  He is a 1988 graduate of
Georgetown University Law Center and a graduate of Georgetown
University.

Manita Rawat practices in the area of intellectual property law and
litigation.  As a registered patent attorney with the United States
Patent and Trademark Office, Ms. Rawat has significant experience
in patent preparation and prosecution, working primarily with
mechanical, aerospace and software technologies. She also has
significant experience with trademark and copyright prosecution,
patent and trademark litigation and commercial litigation.  She has
a technical background in biochemistry and applied mathematics with
concentrations in computer science, aerospace engineering and
statistical analysis.  Ms. Rawat is a 2005 graduate of the
University of Illinois College of Law and a graduate of the
University of Nevada, Reno.

Sommer L. Ross practices in the area of business reorganization and
financial restructuring, representing chapter 11
debtors-in-possession, chapter 7 trustees, creditors' committees
and large institutional creditors, secured and unsecured, in all
facets of bankruptcies, restructurings and workouts.  She has
represented Fortune 100 companies, as well as small startups, in a
wide variety of industries.  Ms. Ross also has extensive experience
dealing with commercial mortgage foreclosures throughout
Pennsylvania.  Ms. Ross is a 2004 graduate of Rutgers University
School of Law, where she was a member of the Rutgers Law Journal,
and a graduate of the University of Delaware.

Gerald J. Schirato represents clients in complex commercial
litigation with a focus on property tax relief, non-compete, trade
secrets and banking.  He has represented banks, lenders and loan
servicers in lender litigation and liability actions, predatory
lending claims, and federal consumer class and individual actions,
including actions under the Fair Debt Collection Law, the Fair
Credit Reporting Act, and the Pennsylvania Unfair Trade Practices
and Consumer Protection Law.  He has extensive experience
representing clients in products liability, toxic torts, real
estate and construction litigation.  Mr. Schirato is a 2005
graduate of Vanderbilt University Law School, where he was managing
editor of Vanderbilt Law Review, and a graduate of Dickinson
College.

Christopher L. Soriano concentrates his practice on gaming law and
commercial litigation in the firm's Trial Practice Group.  He
represents a wide range of stakeholders in the gaming industry,
including casinos, private equity and hedge funds, lottery
companies, gaming technology manufacturers and equipment suppliers
and individuals, in all aspects of the licensing and regulatory
process.  As a litigator, he has handled complex class actions,
consumer fraud cases, public contracting disputes, construction
matters, administrative complaints and special education cases.  A
2003 graduate of Temple University Beasley School of Law, he was
business editor of Temple Law Review.  He is also a 2000 graduate
of George Washington University.

Sean Zabaneh is a member of the Commercial, Securities and
Antitrust Litigation Section of the firm's Trial Practice Group. He
represents a diverse group of clients, including public and private
companies, financial institutions, venture capitalists and private
equity funds in securities and corporate governance, antitrust and
distribution issues, breach of contract and trade secret
litigation.  He regularly advises clients with respect to business
transactions, including the negotiation and drafting of complex
distribution, franchise, real estate, and stock purchase
agreements.  He is a 2005 graduate of Washington University School
of Law and 2001 graduate of Case Western Reserve University.

                       About Duane Morris

Duane Morris LLP is a law firm with more than 700 attorneys in
offices across the United States and internationally.


[*] MorrisAnderson Promotes Mark Welch to Principal & Shareholder
-----------------------------------------------------------------
MorrisAnderson, a financial and turnaround management consulting
firm, has promoted Mark J. Welch to principal and shareholder.
Formerly serving as managing director, Mr. Welch, 48, is based in
Pittsburgh.

In his 18 years at MorrisAnderson, Mr. Welch has led numerous
restructuring, turnaround and forensic projects using his expertise
in bankruptcy, forensic accounting, cost reduction, asset recovery,
restructuring plans and liquidations.  In addition to holding
interim management positions as chief restructuring officer, chief
executive officer and chief financial officer,
Mr. Welch has also testified in state and federal courts as an
expert for fraud and bankruptcy cases.

Mr. Welch's experience has spanned numerous industries, from his
current engagement as chief restructuring officer for Freedom
Industries in the chemical industry, to a similar role at
Gulfstream Crane, as well as numerous cases in automotive, credit
card processing, and many other industries.

"Mark consistently delivers exceptional results for clients and is
skilled at resolving complex issues such as the myriad of
environmental issues he faced at Freedom Industries."  said Dooley.
"This is a well-deserved promotion that underscores his leadership
ability not only on behalf of clients, but within MorrisAnderson as
well."

Frequently sought after for speaking events and written
publications, Mr. Welch spoke at the 2014 Annual National Policy
Conference for Republican Lawyers, the 2013 CLLA Chicago Convention
and has been published in the Journal of Corporate Renewal.  In
2011, he was listed in The Deal's "Person to Watch."

Mr. Welch is a certified public accountant (CPA) and a certified
turnaround professional (CTP), as well as a member of the American
Institute of CPAs and the Turnaround Management Association.  He
received his accounting degree from Indiana University of
Pennsylvania.

                     About MorrisAnderson

Headquartered in Chicago, MorrisAnderson is a middle-market
consulting firm focused on underperforming and distressed
companies.  The firm's service offerings include financial
advisory, interim, turnaround and crisis management, investment
banking, performance improvement and litigation support.
MorrisAnderson emphasizes hands-on involvement, consistent and
reliable communication and a collaborative approach with
stakeholders.


[*] S&P Publishes Corrected Version on Apache Corp.'s Rating
------------------------------------------------------------
Standard & Poor's Ratings Services noted that in its article
published Jan. 16, 2015, it erroneously stated that the short-term
rating on Apache Corp. is on CreditWatch with negative
implications. It is not on CreditWatch.

The corrected version is as follows:

Standard & Poor's Ratings Services said that it has taken rating
actions on 23 U.S. oil and gas exploration and production companies
after completing a review of the sector.  The review comes after
S&P's recent downward revision of its hydrocarbon price deck
assumptions.  The oil price decline has been precipitous and severe
over the past two months.  S&P believes this will lead to
meaningful declines in company credit measures in 2015 and 2016.  

Despite the lower prices and the potential for high-yield issuers
facing borrowing-base reductions at their revolving credit
redeterminations in April, S&P found liquidity in general, to be
adequate for the next 12 months.  This was largely due to:

   -- A meaningful percentage of low-rated companies that have
      hedged;

   -- Many issuers having refinanced revolving credit facility
      borrowings by issuing debt before oil prices turned; and

   -- Most producers are drastically cutting capital spending to
      preserve liquidity for 2015.

If prices don't rebound in 2016, however, some producers could face
material liquidity pressures.

S&P has taken actions on these companies:

DOWNGRADES

S&P is lowering its rating on WPX Energy Inc. to 'BB/Stable' from
'BB+/Negative'.  The downgrade reflects S&P's estimate for
increased leverage due to the reduction in our oil and natural gas
price deck assumptions.  S&P now expects funds from operations
(FFO)/debt to fall and remain below 45% and debt/EBITDA to approach
2.5x for the next few years, leverage levels S&P views as too high
for a 'BB+' rating given the company's "fair" business risk
profile.

"We are lowering our corporate credit rating on Energy XXI
(Bermuda) Ltd. to 'B/Negative' from 'B+/Negative'.  The downgrade
reflects our expectation that under our revised price assumptions
financial measures will materially deteriorate.  We expect debt to
EBITDA to exceed 5.5x in 2015 and FFO/debt to remain below 12%,
which we consider inconsistent with the rating.  The negative
outlook reflects the risk of additional deterioration of the
company's credit measures, and potential restriction in the
company's ability to borrow under its revolving credit facility if
it fails to address its covenant issues to allow for covenant
cushion," S&P said.

"We are lowering our rating on Warren Resources Inc. to
'B-/Stable' from 'B/Stable'.  The downgrade reflects our estimate
for increased leverage due to the reduction in our oil and natural
gas price deck assumptions, the company's limited hedge position,
the company's recently announced $80 million capital budget for
2015 (down from an estimated $105 million in 2014), and our
assumption of lower production levels in 2015 and 2016.  We now
expect FFO/debt to fall and remain below 12% and debt to EBITDA to
exceed 5x for the next few years.  We continue to assess liquidity
as "adequate", given the sharp reduction in capital spending
plans," S&P added.

"We are lowering our rating on Swift Energy Co. to 'B-/Stable' from
'B/Stable'.  The downgrade reflects our estimate for increased
leverage as a result of our revised price deck assumptions, the
company's lack of hedges, its recently announced $100 million-$125
million capital budget for 2015 (down from an estimated $395
million in 2014), and our assumption of lower production levels in
2015 and 2016.  We now expect FFO/debt to fall and remain below 12%
and debt to EBITDA to exceed 5x for the next few years.  We
continue to assess liquidity as "adequate", given the sharp
reduction in capital spending plans," S&P noted.

"We are lowering our corporate credit rating on Midstates Petroleum
Co. Inc. to 'B-/Negative' from 'B/Stable'.  The downgrade reflects
our expectation that financial measures and liquidity will weaken
under our revised price assumptions, resulting in a liquidity
assessment of "less than adequate".  The negative outlook reflects
that liquidity could erode further if the company's lenders reduce
its credit facility borrowing base given current low crude oil and
natural gas prices.  This, in turn, could hurt operating
performance and cash flows if Midstates is forced to reduce capital
spending to stay within available cash flows," S&P said.

S&P is lowering its ratings on Magnum Hunter Resources Corp. to
'CCC+/Negative' from 'B-/Negative'.  The rating action reflects
S&P's expectation that the company's operating cash flows will be
insufficient to support its interest burden and maintenance capital
spending on an ongoing basis under S&P's price assumptions.  In
addition, S&P believes that Magnum Hunter's liquidity position will
likely deteriorate in 2015 due to low commodity prices.

S&P is lowering its corporate credit rating on Black Elk Energy
Offshore Operations LLC to 'CCC-/Negative' from 'CCC+/Negative'.
The downgrade reflects S&P's expectation that the company will be
unable to repay its secured notes when they mature on Dec. 1, 2015
without raising funds by selling assets or issuing equity.  Lower
commodity prices increase the difficulty of executing these
options.

S&P is lowering its ratings on Rooster Energy Ltd. to
'CCC-/Negative' from 'CCC+/Developing'.  The rating action reflects
S&P's view that the company's liquidity position is tight pro forma
for the November debt refinancing, and that it will likely
deteriorate in 2015 given the low commodity prices.

OUTLOOK REVISIONS

S&P is revising the rating outlook on Chesapeake Energy Corp. to
stable from positive and affirming its 'BB+' corporate credit
rating on the company.  The outlook revision reflects S&P's
expectation that credit measures will weaken due to its reduced oil
and natural gas price assumptions, and that the company will not
meet S&P's upgrade trigger of sustainable debt/EBITDA below 2x
within the next 24 months.

S&P is revising its rating outlook to negative from stable on
Whiting Petroleum Corp. and affirming its 'BB+' corporate credit
rating.  The outlook revision reflects S&P's expectation that
leverage could exceed levels it views as appropriate for the rating
over the next two years.  S&P now expects FFO/debt to approach 20%
and debt/EBITDA to run between 3.5x  and 4x, unless the company
reins in capital spending or improves operating margins.

S&P is revising the rating outlook on SM Energy Co. to stable from
positive and affirming its 'BB' corporate credit rating on the
company.  Although S&P expects that the company will improve its
operational scale and its reserve life, S&P forecasts that
financial measures will weaken.  The outlook revision reflects
S&P's expectation that our reduced price assumptions will result in
FFO/debt below 50%, versus the 60% expected for an upgrade within
the next 12 months.

S&P is revising its outlook on Denbury Resources Inc. to negative
from stable and affirming its 'BB' corporate credit rating.  The
outlook revision reflects S&P's expectation that Denbury's credit
measures will deteriorate over the next two years based on S&P's
revised price deck.  Under S&P's assumptions that the company will
reduce capital spending to its public guidance of $550 million
while keeping production roughly flat at 75,000 barrels per day,
S&P expects leverage to approach 4x and FFO/debt to weaken to about
20% in 2015.

S&P is revising its outlook on Legacy Reserves L.P. to negative
from stable and affirming its 'B+' corporate credit rating, given
S&P's view that leverage could exceed levels it views as
appropriate for the rating over the next two years.  S&P now
expects FFO/debt to approach 12% and debt/EBITDA to near 5x unless
the company reins in capital spending, cuts distributions, or
improves operating margins.

S&P is revising the rating outlook on Chaparral Energy Inc. to
stable from positive and affirming its 'B' corporate credit rating
on the company.  The outlook revision reflects S&P's expectation
that credit measures will weaken due to its reduced price
assumptions, and that the company will not meet S&P's upgrade
trigger of sustainable average debt/EBITDA of below 4x within the
next 12 months.

S&P is revising the rating outlook on Halcon Resources Corp. to
negative from stable and affirming its 'B' corporate credit rating
on the company.  The outlook revision reflects S&P's view that
credit measures will weaken because of its lower price assumptions.
Although hedges support price realizations in 2015, S&P expects
leverage to be above 5x debt to EBITDA in 2016.  S&P notes that the
company has reduced capital spending substantially in response to
lower prices and has full credit facility availability, although
the amount could be reduced at the next borrowing base
redetermination this spring.

S&P is revising the rating outlook on SandRidge Energy Inc. to
negative from stable and affirming its 'B' corporate credit rating
on the company.  The outlook revision reflects S&P's view that
credit measures will weaken because of its lower gas price
assumptions.  Hedges will support price realizations this year, but
S&P expects leverage to be above 5x debt to EBITDA in 2016.  S&P
notes that the company has reduced capital spending substantially
in response to lower prices and has ample liquidity in the form of
cash on hand and an undrawn credit facility.

"We are revising the rating outlook on Sabine Oil & Gas LLC to
negative from stable and affirming our 'B' corporate credit rating
on the company.  The outlook revision reflects our view that credit
measures will weaken because of our lower price assumptions.  We
expect commodity hedges to support price realizations this year,
but we project leverage to be above 5x debt to EBITDA in 2016.  We
note that the company has reduced capital spending substantially in
response to lower prices and has ample liquidity in the form of
cash on hand and an undrawn credit facility, but the amount could
be reduced at the next borrowing base redetermination this spring,"
S&P said.

"We are revising the outlook on Clayton Williams Energy Inc. to
negative from stable and affirming the 'B' corporate credit rating.
The revision reflects our expectation that Clayton Williams'
credit measures will deteriorate over the next two years based on
our lower price deck assumptions.  Although we believe that Clayton
Williams will reduce capital spending significantly in 2015, the
company has no hedges in place and we expect EBITDA to weaken due
to lower oil prices.  Under our price assumptions, we expect
leverage will be more than 5x and FFO/debt will decrease to below
15% in 2015," S&P said.

"We are revising the outlook on EXCO Resources Inc. to negative
from stable and affirming its 'B' corporate credit rating.  The
outlook revision reflects our expectation that Exco's credit ratios
will deteriorate over the next two years based on our price deck
assumptions.  Although we believe that Exco will meaningfully
reduce capital spending in 2015 and the company's hedging book will
somewhat mitigate the impact of lower commodity prices, we expect
leverage to increase to 4.5x to 5x and FFO/debt to weaken to less
than 15% in 2015," S&P added.

"We are revising the outlook on American Eagle Energy Corp. to
negative from stable and affirming its 'CCC+' corporate credit
rating.  The outlook revision reflects our belief that American
Eagle's liquidity position will likely deteriorate in the next 12
months due to our lower price deck assumptions.  Although the
company has suspended its drilling activities and 2015 and capital
spending will be minimal, we believe that EBITDA will be
insufficient to cover interest expenses in 2015 due to lower oil
prices.  The company will have to rely on its cash balance and
proceeds from potential asset sales to meet its financial
commitments," S&P noted.

PLACED ON CREDITWATCH NEGATIVE

"We are placing the 'A-' rating on Apache Corp. on CreditWatch with
negative implications.  The CreditWatch placement reflects our view
that lower oil prices will hurt Apache's cash flow generation and
that leverage is likely to exceed the level we view as appropriate
for the current rating, even considering recent asset sales and
North American capital spending reductions.  In our review, we will
assess additional measures the company plans to pursue to deal with
weak commodity prices, including additional asset sales, capital
spending reductions, or operating margin improvements," S&P added.

"We are placing our ratings on Breitburn Energy Partners on
CreditWatch with negative implications.  The CreditWatch listing
reflects our view that the partnership may face constrained
liquidity if it cannot refinance a portion of its credit facility
borrowings in the near term.  Facility availability is limited, and
because of lower commodity prices we may reduce the borrowing base
at the next redetermination scheduled for April," S&P noted.

RATING AFFIRMED; FINANCIAL DESCRIPTOR REVISED

"We are affirming our 'BBB-' corporate credit rating on Continental
Resources Inc.  The outlook is stable.  We are revising our view of
the company's financial profile to "significant" from
"intermediate" to reflect our estimate of increased leverage due to
the lower oil and natural gas price assumptions.  We now expect FFO
of about 30% and debt to EBITDA of about 2.5x in 2015," S&P said.

RATINGS LIST
                            To              From
Ratings Lowered
WPX Energy Inc.
Corp credit rating             BB/Stable/--      BB+/Negative/--
Energy XXI (Bermuda) Ltd.
Corp credit rating             B/Negative/--     B+/Negative/--
Warren Resources Inc.
Corp credit rating             B-/Stable/--      B/Stable/--
Swift Energy Co.
Corp credit rating             B-/Stable/--      B/Stable/--
Midstates Petroleum Co. Inc.
Corp credit rating             B-/Negative/--    B/Stable/--
Magnum Hunter Resources Corp.
Corp credit rating             CCC+/Negative/--  B-/Negative/--
Black Elk Energy Offshore Operations LLC
Corp credit rating             CCC-/Negative/--  CCC+/Negative/--
Rooster Energy Ltd.
Corp credit rating             CCC-/Negative/--
CCC+/Developing/--

Ratings Affirmed; Outlook Revised
Chesapeake Energy Corp.
Corp credit rating             BB+/Stable/--     BB+/Positive/--
Whiting Petroleum Corp.
Corp credit rating             BB+/Negative/--   BB+/Stable/--
SM Energy Co.
Corp credit rating             BB/Stable/--      BB/Positive/--
Denbury Resources Inc.
Corp credit rating             BB/Negative/--    BB/Stable/--
Legacy Reserves L.P.
Corp credit rating             B+/Negative/--    B+/Stable/--
Chaparral Energy Inc.
Corp credit rating             B/Stable/--       B/Positive
Halcon Resources Corp.
Corp credit rating             B/Negative/--     B/Stable/--
SandRidge Energy Inc.
Corp credit rating             B/Negative/--     B/Stable/--
Sabine Oil & Gas LLC
Corp credit rating             B/Negative/--     B/Stable/--
Clayton Williams Energy Inc.
Corp credit rating             B/Negative/--     B/Stable/--
EXCO Resources Inc.
Corp credit rating             B/Negative/--     B/Stable/--
American Eagle Energy Corp.
Corp credit rating             CCC+/Negative/--  CCC+/Stable/--

Long-Term Rating Placed On CreditWatch
Apache Corp.
Long-term corp credit rating   A-/Watch Neg      A-/Stable

Rating Placed On CreditWatch Negative
Breitburn Energy Partners
Corp credit rating             B+/Watch Neg/--   B+/Negative/--

Rating Affirmed
Continental Resources Inc.
Corp credit rating             BBB-/Stable/--



[*] S&P Settles SEC Charges Over Fraudulent Ratings Misconduct
--------------------------------------------------------------
The Securities and Exchange Commission on Wednesday announced a
series of federal securities law violations by Standard & Poor's
Ratings Services involving fraudulent misconduct in its ratings of
certain commercial mortgage-backed securities (CMBS).

S&P agreed to pay more than $58 million to settle the SEC's
charges, plus an additional $19 million to settle parallel cases
announced by the New York Attorney General's office ($12 million)
and the Massachusetts Attorney General's office ($7 million).

"Investors rely on credit rating agencies like Standard & Poor's to
play it straight when rating complex securities like CMBS," said
Andrew J. Ceresney, Director of the SEC Enforcement Division.  "But
Standard & Poor's elevated its own financial interests above
investors by loosening its rating criteria to obtain business and
then obscuring these changes from investors.  These enforcement
actions, our first-ever against a major ratings firm, reflect our
commitment to aggressively policing the integrity and transparency
of the credit ratings process."

The SEC issued three orders instituting settled administrative
proceedings against S&P.  One order, in which S&P made certain
admissions, addressed S&P's practices in its conduit fusion CMBS
ratings methodology.  S&P's public disclosures affirmatively
misrepresented that it was using one approach when it actually used
a different methodology in 2011 to rate six conduit fusion CMBS
transactions and issue preliminary ratings on two more
transactions.  As part of this settlement, S&P agreed to take a
one-year timeout from rating conduit fusion CMBS.

Another SEC order found that after being frozen out of the market
for rating conduit fusion CMBS in late 2011, S&P sought to re-enter
that market in mid-2012 by overhauling its ratings criteria.  To
illustrate the relative conservatism of its new criteria, S&P
published a false and misleading article purporting to show that
its new credit enhancement levels could withstand Great
Depression-era levels of economic stress.  S&P's research relied on
flawed and inappropriate assumptions and was based on data that was
decades removed from the severe losses of the Great Depression.
According to the SEC's order, S&P's original author of the study
expressed concerns that the firm's CMBS group had turned the
article into a "sales pitch" for the new criteria, and that the
removal of certain information from the article could lead to him
"sit[ting] in front of [the] Department of Justice or the SEC."
The SEC's order further finds that S&P failed to accurately
describe certain aspects of its new criteria in the formal
publication setting forth their operation.  Without admitting or
denying the findings in the order, S&P agreed to publicly retract
the false and misleading Great Depression-related study and correct
the inaccurate descriptions in the publication about its criteria.

"These CMBS-related enforcement actions against S&P demonstrate
that 'race to the bottom' behavior by ratings firms will not be
tolerated by the SEC and other regulators.  When ratings standards
are compromised in pursuit of market share, a firm's disclosures
cannot tell a different story," said Michael J. Osnato, Chief of
the SEC Enforcement Division's Complex Financial Instruments Unit.

A third SEC order issued in this case involved internal controls
failures in S&P's surveillance of residential mortgage-backed
securities (RMBS) ratings.  The order finds that S&P allowed
breakdowns in the way it conducted ratings surveillance of
previously-rated RMBS from October 2012 to June 2014.  S&P changed
an important assumption in a way that made S&P's ratings less
conservative, and was inconsistent with the specific assumptions
set forth in S&P's published criteria describing its ratings
methodology.  S&P did not follow its internal policies for making
changes to its surveillance criteria and instead applied ad hoc
workarounds that were not fully disclosed to investors.  Without
admitting or denying the findings in the order, S&P agreed to
extensive undertakings to enhance and improve its internal controls
environment.  S&P self-reported this particular misconduct to the
SEC and cooperated with the investigation, enabling the Enforcement
Division to resolve the case more quickly and efficiently and
resulting in a reduced penalty for the firm.

The SEC's orders find that S&P violated Section 17(a)(1) of the
Securities Act (fraud), Section 15E(c)(3) of the Securities
Exchange Act  (internal controls violations), Securities Exchange
Rules 17g-2(a)(2)(iii) (books and records violations), Rule
17g-2(a)(6) (books and records violations), and 17g-2(a)(2)(iii)
(failure to maintain records explaining differences between
numerical model output and ratings).

In a separate order instituting a litigated administrative
proceeding, the SEC Enforcement Division alleges that the former
head of S&P's CMBS Group fraudulently misrepresented the manner in
which the firm calculated a critical aspect of certain CMBS ratings
in 2011.  Barbara Duka allegedly instituted the shift to more
issuer-friendly ratings criteria, and the firm failed to properly
disclose the less rigorous methodology.  The matter against Duka
will be scheduled for a public hearing before an administrative law
judge for proceedings to adjudicate the Enforcement Division's
allegations and determine what, if any, remedial actions are
appropriate.

The SEC's investigation was conducted by the Enforcement Division's
Complex Financial Instruments Unit and led by John Smith in the
Denver office, Robert Leidenheimer and Lawrence Renbaum in the
Washington D.C. office, and Joshua Brodsky in the New York office
with assistance from Daniel Nigro and Judy Bizu.  The litigation
against Duka will be led by Stephen McKenna of the Denver office.
The cases were supervised by Laura Metcalfe, Reid Muoio, and Mr.
Osnato.  The Enforcement Division worked closely with the SEC's
Office of Credit Ratings in these matters, particularly Thomas
Butler, Michele Wilham, Natasha Kaden, Julia Kiel, Kenneth Godwin,
and David Nicolardi.

The SEC appreciates the assistance of the New York Attorney
General's office and the Massachusetts Attorney General's office.


[*] S&P Slaps 23 Oil and Gas Producers with Downgrades
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists at Bloomberg
News, reported that Standard & Poor's lowered the outlooks or
creditor ratings on 23 U.S. exploration and production companies in
view of the "precipitous and severe" decline in oil prices over the
last two months.

Among the lower-rated companies to attract S&P's attention was
Magnum Hunter Resources Corp., whose corporate rating went down one
peg to CCC+; Black Elk Energy Offshore LLC, which had a CCC- rating
following a two-step demotion; and Rooster Energy Ltd. whose rating
slipped two spaces to CCC-, because liquidity is "tight," the
Bloomberg report said, citing S&P.


[*] U.S. Junk Bond Default Rate Ends 2014 at 1.9%
-------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Moody's Investors Service said the worldwide
junk-bond default rate ended 2014 at 2.1%, down a fraction from
2.2% at the close of the third quarter.

According to the Moody's report, in the U.S., the trailing 12-month
junk default rate rose at the end of 2014 to 1.9% from 1.7% in the
prior quarter.  Moody's predicts the default rate will rise and end
the year at 2.8%, the Bloomberg report related.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Procare Mobile Response, LLC
   Bankr. C.D. Cal. Case No. 15-10469
      Chapter 11 Petition filed January 13, 2015
         See http://bankrupt.com/misc/cacb15-10469.pdf
         represented by: Henry D. Paloci, Esq.
                         HENRY D. PALOCI III, PA
                         E-mail: hpaloci@hotmail.com

In re Sharyn Mitchell
   Bankr. N.D. Cal. Case No. 14-30037
      Chapter 11 Petition filed January 13, 2015

In re CHNS, LLC
   Bankr. D. Colo. Case No. 15-10238
      Chapter 11 Petition filed January 13, 2015
         See http://bankrupt.com/misc/cob15-10238.pdf
         represented by: Phillip Jones, Esq.
                         WILLIAMS, TURNER & HOLMES, P.C.
                         E-mail: pjones@wth-law.com

In re Robert Conicelli and Karen Marie Conicelli
   Bankr. M.D. Fla. Case No. 15-00130
      Chapter 11 Petition filed January 13, 2015

In re Masoud Hanna Sesi
   Bankr. E.D. Mich. Case No. 15-40332
      Chapter 11 Petition filed January 13, 2015

In re 137 Albany Avenue LLC
   Bankr. E.D.N.Y. Case No. 15-40121
      Chapter 11 Petition filed January 13, 2015
         See http://bankrupt.com/misc/nyeb15-40121.pdf
         Filed Pro Se

In re MediComfort Housing, Inc.
   Bankr. E.D.N.Y. Case No. 15-40122
      Chapter 11 Petition filed January 13, 2015
         See http://bankrupt.com/misc/nyeb15-40122.pdf
         represented by: Michael A. King, Esq.
                         E-mail: Romeo1860@aol.com

In re Empire State Conglomerates, Inc.
   Bankr. S.D.N.Y. Case No. 15-10061
      Chapter 11 Petition filed January 13, 2015
         See http://bankrupt.com/misc/nysb15-10061.pdf
         represented by: Paul A. Rachmuth, Esq.
                         E-mail: paul@paresq.com

In re Serafin Sanchez Padron, Sr.
   Bankr. S.D. Tex. Case No. 15-70029
      Chapter 11 Petition filed January 13, 2015

In re Balance Yoga LLC
        dba Exhale Wellness LLC
   Bankr. W.D. Wash. Case No. 15-10178
      Chapter 11 Petition filed January 13, 2015
         See http://bankrupt.com/misc/wawb15-10178.pdf
         Filed Pro Se

In re Blue Jacket, LLC
   Bankr. E.D. Wis. Case No. 15-20224
      Chapter 11 Petition filed January 13, 2015
         See http://bankrupt.com/misc/wieb15-20224.pdf
         represented by: George S. Peek, Esq.
                         CRIVELLO CARLSON, S.C.
                         E-mail: gpeek@crivellocarlson.com

In re Susan Mills
   Bankr. D. Ariz. Case No. 15-00389
      Chapter 11 Petition filed January 14, 2015

In re Homes for the Homeless and the Low Income, Inc.
   Bankr. D.D.C. Case No. 15-00015
      Chapter 11 Petition filed January 14, 2015
         See http://bankrupt.com/misc/dcb15-00015.pdf
         represented by: William C. Johnson, Jr., Esq.
                         LAW OFFICES OF WILLIAM C. JOHNSON, JR.
                         E-mail: wjohnson@dcmdconsumerlaw.com


In re Florida Amer Pizza, Inc.
        dba Domino's Pizza
   Bankr. M.D. Fla. Case No. 15-00150
      Chapter 11 Petition filed January 14, 2015
         See http://bankrupt.com/misc/flmb15-00150.pdf
         represented by: Robert Altman, Esq.
                         AFD
                         E-mail: robertaltman@bellsouth.net

In re Brandsource, Inc.
   Bankr. M.D. Fla. Case No. 15-00323
      Chapter 11 Petition filed January 14, 2015
         See http://bankrupt.com/misc/flmb15-00323.pdf
         represented by: Suzy Tate, Esq.
                         SUZY TATE, P.A.
                         E-mail: suzy@suzytate.com

In re Candipots, Inc.
        dba Rhoda's Rentals
   Bankr. M.D. Fla. Case No. 15-00335
      Chapter 11 Petition filed January 14, 2015
         See http://bankrupt.com/misc/flmb15-00335.pdf
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: Buddy@tampaesq.com

In re Cibi Concrete Company
   Bankr. M.D. Fla. Case No. 15-00350
      Chapter 11 Petition filed January 14, 2015
         See http://bankrupt.com/misc/flmb15-00350.pdf
         represented by: James W. Elliott, Esq.
                         MCINTYRE,THANASIDES
                         E-mail: james@mcintyrefirm.com

In re Sheldon Lloyd Pearce
   Bankr. S.D. Fla. Case No. 15-10748
      Chapter 11 Petition filed January 14, 2015

In re Pulaski Tower LLC
   Bankr. N.D. Ill. Case No. 15-01116
      Chapter 11 Petition filed January 14, 2015
         See http://bankrupt.com/misc/ilnb15-01116.pdf
         represented by: Midong Michael Choi, Esq.
                         CHOI & ASSOCIATES LTD.
                         E-mail: puter808@sbcglobal.net

In re Hanzo Restaurant Group Inc.
        dba Harry's Pizza and Deli
   Bankr. D. Mass. Case No. 15-10131
      Chapter 11 Petition filed January 14, 2015
         See http://bankrupt.com/misc/mab15-10131.pdf
         represented by: Eric R. Jarosz, Esq.
                         LAW OFFICES OF ERIC JAROSZ
                         E-mail: Eric.R.Jarosz@verizon.net

In re Jerome A. Hepp and Debra N. Hepp
   Bankr. W.D. Pa. Case No. 15-20120
      Chapter 11 Petition filed January 14, 2015

In re Viengsavanh Vee Napper
   Bankr. M.D. Tenn. Case No. 15-00220
      Chapter 11 Petition filed January 14, 2015

In re Michael Anthony Hobbs
   Bankr. M.D. Tenn. Case No. 15-00241
      Chapter 11 Petition filed January 14, 2015

In re Barnes & Mann Properties, LLC
   Bankr. D. Ariz. Case No. 15-00411
      Chapter 11 Petition filed January 15, 2015
         See http://bankrupt.com/misc/azb15-00411.pdf
         represented by: Anthony W. Clark, Esq.
                         CLARK & ASSOCIATES
                         E-mail: ecf@awcesq.com

In re Timothy Michael Rollins and Tiffani Jillayne Rollins
   Bankr. D. Ariz. Case No. 15-00450
      Chapter 11 Petition filed January 15, 2015

In re Wanda Conti
   Bankr. E.D.N.Y. Case No. 15-40163
      Chapter 11 Petition filed January 15, 2015

In re ATL Crabhouse, LLC
        dba Legends Sports Bar and Grill
   Bankr. N.D. Ga. Case No. 15-50909
      Chapter 11 Petition filed January 15, 2015
         represented by: Eric E. Thorstenberg

In re Champion Marble & Granite, Inc.
   Bankr. D. N.J. Case No. 15-10704
      Chapter 11 Petition filed January 15, 2015
         See http://bankrupt.com/misc/njb15-10704.pdf
         represented by: Andrew J. Kelly, Esq.
                         KELLY & BRENNAN, P.C.
                         E-mail: akelly@kbtlaw.com

In re David Scott Peterson
   Bankr. W.D. Wash. Case No. 15-10246
      Chapter 11 Petition filed January 15, 2015

In re Bradley Kent Heim and Amber Williams Heim
   Bankr. M.D. Ala. Case No. 15-10082
      Chapter 11 Petition filed January 16, 2015

In re Barry Newman Finch
   Bankr. D. Conn. Case No. 15-50067
      Chapter 11 Petition filed January 16, 2015

In re Dominguez, Inc.
        dba El Tarasco I
   Bankr. W.D. Ky. Case No. 15-30116
      Chapter 11 Petition filed January 16, 2015
         See http://bankrupt.com/misc/kywb15-30116.pdf
         represented by: Thomas W. Frentz, Esq.
                         MIDDLETON REUTLINGER
                         E-mail: tfrentz@middletonlaw.com

In re GML Construction, Inc.
   Bankr. D. Mass. Case No. 15-30033
      Chapter 11 Petition filed January 16, 2015
         See http://bankrupt.com/misc/mab15-30033.pdf
         represented by: Henry E. Geberth, Jr., Esq.
                         HENDEL & COLLINS, P.C.
                         E-mail: hgeberth@hendelcollins.com

In re Lenape Lake Inc.
   Bankr. E.D.N.Y. Case No. 15-40174
      Chapter 11 Petition filed January 16, 2015
         Filed Pro Se

In re Craft Leasing, LLC
   Bankr. W.D.N.Y. Case No. 15-10074
      Chapter 11 Petition filed January 16, 2015
         See http://bankrupt.com/misc/nywb15-10074.pdf
         represented by: Arthur G. Baumeister, Jr., Esq.
                         AMIGONE, SANCHEZ, ET AL.
                         E-mail: abaumeister@amigonesanchez.com

In re CK Precision of WNY, LLC
   Bankr. W.D.N.Y. Case No. 15-10075
      Chapter 11 Petition filed January 16, 2015
         See http://bankrupt.com/misc/nywb15-10075.pdf
         represented by: Arthur G. Baumeister, Jr., Esq.
                         AMIGONE, SANCHEZ, ET AL.
                         E-mail: abaumeister@amigonesanchez.com

In re Mark Perrotti
   Bankr. D.R.I. Case No. 15-10091
      Chapter 11 Petition filed January 16, 2015

In re Velocity Oil & Gas, LLC
   Bankr. W.D. Tex. Case No. 15-10074
      Chapter 11 Petition filed January 16, 2015
         See http://bankrupt.com/misc/txwb15-10074.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS P.C.
                         E-mail: eric@ealpc.com

In re Leon Roger Payne, III
   Bankr. W.D. Tex. Case No. 15-50171
      Chapter 11 Petition filed January 16, 2015



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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 ***