TCR_Public/150123.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, January 23, 2015, Vol. 19, No. 23

                            Headlines

22ND CENTURY: Announces First Shipments of RED SUN Cigarettes
ADVANCED MICRO: Incurs $364 Million Net Loss in Fourth Quarter
AP-LONG BEACH: Files Schedules of Assets and Liabilities
AP-LONG BEACH: Wants Court to Set Claims Bar Date
ARCHDIOCESE OF ST PAUL-MINNEAPOLIS: Court Puts Case Into Mediation

ASSOCIATED WHOLESALERS: Has Until March 9 to File Plan
ATLANTIC CITY, NJ: Bankruptcy Possible as Gov. Names Manager
BAXANO SURGICAL: Committee Taps Pillsbury Winthrop as Counsel
BAXANO SURGICAL: Committee Taps Urbanowicz to Identify Buyers
BINDER & BINDER: Selects Lowenstein Sandler as Counsel

BOMBARDIER INC: CDS Widens 70% on Cash Flow Concerns, Fitch Says
BON-TON STORES: Posts 5.3% Comparable Store Hike in Holiday Sales
BOOMERANG SYSTEMS: Appoints CEO and COO
CAESARS ENTERTAINMENT: Can Hire Prime Clerk as Claims Agent
CAESARS ENTERTAINMENT: Has Interim Approval to Use Cash Collateral

CAESARS ENTERTAINMENT: Has Until March 17 to File Schedules
CAESARS ENTERTAINMENT: Ill. Court Issues Joint Admin. Order
CAESARS ENTERTAINMENT: Proposes to Continue Surety Bond Program
CAESARS ENTERTAINMENT: Taps Prime Clerk as Claims Agent
CANARSIE CAPITAL: Collapses, Losses Slash Assets to $200,000

CHESAPEAKE ENERGY: S&P Revises Outlook to Stable & Affirms BB+ CCR
CLAYTON WILLIAMS: S&P Alters Outlook to Neg, Affirms BB- Rating
CLOUDEEVA INC: Court Approves Chrysalis Mgt. as Financial Advisor
CLOUDEEVA, INC: Former VP Hammel Objects to Gray as Trustee
COMMUNITY HEALTH: To Close Racine Community Health Center

COUNTRY STONE: Lender Hikes Financing Commitment to $35M
COYOTES HOCKEY: Court Sides With Jerry Moyes in Lawsuit by NHL
CREEKSIDE ASSOCIATES: Jan. 28 Hearing on Dilworth as Counsel
CROSSFOOT ENERGY: Files Schedules of Assets and Liabilities
CRYOPORT INC: Issues $450,000 Secured Promissory Notes

CURO HEALTH: Moody's Assigns B3 CFR & Rates New 1st Lien Loan B2
CURO HEALTH: S&P Assigns 'B' CCR & Rates $425MM 1st Lien Debt 'B'
DAHL'S INC: Finds Separate Buyer for Iowa Real Estate
DANIEL GORDON: Ex-Wall Street Trader Hid Millions From Court
DEB STORES: Has Final Authorization for $25-Mil. DIP Financing

DENBURY RESOURCES: S&P Revises Outlook to Neg. & Affirms 'BB' CCR
DEWEY & LEBOEUF: Former Dewey Executives Settle $22 Million Suit
DIGITAL RIVER: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1
DIGITAL RIVER: S&P Assigns Preliminary 'B-' CCR; Outlook Stable
DOMARK INTERNATIONAL: Incurs $756,000 Net Loss in Nov. 30 Qtr.

EINSTEIN NOAH: S&P Affirms 'B+' CCR then Withdraws Rating
ENERGY FUTURE: American Stock Appointed as Committee Member
ENERGY FUTURE: Needs More Time to Continue Plan Discussions
ENRIZON WORLDWIDE: Case Summary & 11 Largest Unsecured Creditors
EVERYWARE GLOBAL: Gets Another NASDAQ Noncompliance Notice

EXPRESS LLC: Buyout Termination No Impact on Moody's Ba3 Rating
FANNIE MAE: FHFA Releases 2015 Corporate Performance Goals
FISKER AUTOMOTIVE: Committee's Professionals Won't Get Extra Pay
FREE LANCE-STAR: Court Confirms Plan; Budget Updated
G-STAR SCHOOL: S&P Revises Outlook to Stable & Affirms 'B+' Rating

GASFRAC ENERGY: Launching Sale and Investment Solicitation Process
GASFRAC ENERGY: Seeks Joint Administration of Ch. 15 Cases
GASFRAC ENERGY: U.S. Court Issues Joint Administration Order
GASFRAC ENERGY: U.S. Court Issues Temporary Restraining Order
GENERAL MOTORS: 2nd Cir. Flips Ruling on JPMorgan Term Loan

GOLD RIVER VALLEY: Section 341(a) Meeting Set for Feb. 20
GOLDEN LAND: Operating Trustee Wants to Hire LaMonica as Counsel
GOLDEN STATE: S&P Withdraws 'B-' Rating on Debt Redemption
GREYSTONE LOGISTICS: Incurs $796,000 Net Loss in Fiscal Q2
GRIDWAY ENERGY: Has Until April 6 to File Plan

HEALTHSOUTH CORP: Moody's Hikes Sr. Unsecured Notes Rating to Ba3
HEARTLAND DENTAL: Add-on Loan No Impact on Moody's B3 CFR
HEARTLAND DENTAL: S&P Retains 'B' Rating After $75MM Debt Add-On
HERRING CREEK: Asks Court to Set Claims Bar Date
HIPCRICKET INC: Proposes Rust Omni as Claims Agent

HIPCRICKET INC: Seeks Approval of SITO-Led Auction in February
HOLOGIC INC: Moody's Affirms B2 CFR & Changes Outlook to Positive
HRK HOLDINGS: LT Care Line of Credit Extended Until March 31
HUTCHESON MEDICAL CENTER: Committee Taps HMP as Finc'l. Advisor
HUTCHESON MEDICAL: Insurance Premium Finance Deal with IPFS OK'd

KID BRANDS: Has Authority to Obtain Postpetition Financing
KIP AND ANDREA: Case Summary & 8 Largest Unsecured Creditors
KOOSHAREM LLC: S&P Revises Outlook to Positive & Affirms 'B-' CCR
LEGACY RESERVES: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
LIBERTY TIRE: Moody's Lowers Corporate Family Rating to 'C'

LORILLARD INC: Has Agreement to Settle Merger-Related Suit
LOS GATOS: Wants  to Keep Eastdil as Broker Until June 30
MAGNUM HUNTER: S&P Lowers CCR to 'CCC+'; Outlook Negative
MCCLATCHY CO: Operations VP Robert Weil to Retire
MEGA RV: Has Until Feb. 23 to Propose Plan of Reorganization

MINERAL PARK: Sale of Closed Mohave County Mine Okayed
MISSISSIPPI PHOSPATES: Jonathan J. Nash Approved as CRO
MONROE HOSPITAL: Wins OK to Reject Medicaid Agreements
MOTORS LIQUIDATION: GUC Trust Administrator Files Reports
MT. GOX: Jitters After Bitstamp Suspends Services

NAARTJIE CUSTOM: Feb. 3 Hearing on Bid for Exclusivity Extensions
NATIONAL SPORTS ACADEMY: Files for Ch 11 Bankruptcy Protection
NATURAL MOLECULAR: Defends Sale to YourCode; APA Revised
NAZARETH LIVING: Fitch Affirms 'BB' Rating on $7.3MM Revenue Bonds
NEXSTAR BROADCASTING: Moody's Rates New Unsecured Bonds 'B3'

NEXSTAR BROADCASTING: S&P Revises Outlook & Affirms 'B+' CCR
NEXT 1 INTERACTIVE: Incurs $2.5 Million Net Loss in Nov. 30 Qtr.
OPTIMA SPECIALTY: Moody's Revises Outlook on B2 CFR to Negative
OXYSURE SYSTEMS: Re-Appoints Julian Ross as Chairman and CEO
PACE HOMES: Case Summary & 6 Largest Unsecured Creditors

PACIFIC SANDS: Judson Just Quits as CFO
PLATTSBURGH SUITES: Section 341(a) Meeting Scheduled for Feb. 12
PMC MARKETING: Court Rules in Clawback Suit Against DDC
PODS LLC: Moody's Assigns B2 CFR & Rates 1st Lien Debt  B1
PORT AGGREGATES: Can File Schedules & Statement Until January 30

PORT AGGREGATES: Jan. 27 Hearing on Bid for Trustee or Examiner
QUALITY LEASE: Wants Plan Filing Deadline Moved to March 1
QUIGLEY CO: Pfizer Not Liable for Death Caused by Bankrupt Unit
RECYCLE SOLUTIONS: Taps James McClogan as Special Counsel
REGAL ENTERTAINMENT: S&P Removes 'B+' CCR From CreditWatch Neg.

REVSTONE INDUSTRIES: Disclosures OK'd, Plan Hearing on March 5
REVSTONE INDUSTRIES: Settles for $2 Million With Cayman Fund
ROOSTER ENERGY: S&P Lowers CCR to 'CCC-'; Outlook Negative
SABINE OIL: S&P Revises Outlook to Negative & Affirms 'B' CCR
SARALAND LLLP: District Judge Court Bars Harrell Appeals

SEANERGY MARITIME: Incurs $1 Million Net Loss in Third Quarter
SEARS HOLDINGS: Home Depot, et al., to Benefit Most in Bankruptcy
SEATTLE JEWELRY: Case Summary & 20 Largest Unsecured Creditors
SHASTA ENTERPRISES: Hank Spacone Approved as Chapter 11 Trustee
SIGA TECHNOLOGIES: Committee Defends Guggenheim Hiring

SIGA TECHNOLOGIES: Creditors Object to Plan Filing Extension Bid
SIGLO REAL: Case Summary & 10 Largest Unsecured Creditors
SIMPLEXITY LLC: Case Converted to Chapter 7 With Parties' Consent
SKYWAY PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
SM ENERGY: S&P Revises Outlook to Stable & Affirms 'BB' CCR

SOLENIS INT'L: Clearwater Deal No Impact on Moody's B3 Rating
SORT-RITE INT'L: Case Summary & 15 Top Unsecured Creditors
SOUTHERN PACIFIC: Seeks Bankruptcy in Canada
TARGETED MEDICAL: Sells $650,000 in Convertible Debenture
TEXOMA PEANUT: US Trustee Unable to Appoint Creditors' Committee

TRANSGENOMIC INC: Issues $925,000 Additional Notes
TRIGEANT HOLDINGS: Bankruptcy Court Rules on PDVSA Claim
US CELLULAR: S&P Assigns 'BB' Rating on $225MM Unsecured Loan
VERTICAL COMPUTER: To be Issued a Continuation Patent on Feb. 3
VIOLIN MEMORY: Has Insufficient Cash to Support Operations

WARREN RESOURCES: S&P Lowers CCR to 'B-'; Outlook Stable
WATERSCAPE RESORT: Slapped With Sanctions Over Discovery Abuses
WAVE SYSTEMS: Receives Noncompliance Notice from NASDAQ
WESTMORELAND COAL: Unit Gets Imminent Danger Order
WET SEAL: Closes 2 Milwaukee Locations

WPX ENERGY: S&P Lowers CCR to 'BB' on Lower Price Deck Assumptions
[*] Randall Rios Joins Hughes Watters' Business Bankruptcy Practice
[^] BOOK REVIEW: The Rise and Fall of the Conglomerate Kings

                            *********

22ND CENTURY: Announces First Shipments of RED SUN Cigarettes
--------------------------------------------------------------
22nd Century Group, Inc., announced that its factory in North
Carolina, which is now a participating manufacturer under the U.S.
tobacco Master Settlement Agreement, has begun shipping RED SUN
super-premium cigarettes.

Designed to appeal to discriminating consumers and positioned to
compete with leading brands like Marlboro, Camel, and Natural
American Spirit, RED SUN is initially being offered to independent
distributors and specialty retailers located in select markets such
as New York City, Los Angeles, San Diego, Las Vegas, Boulder and
Portland.

RK Company, Inc, d.b.a. Cigar Cartel, a licensed stamping agent in
California, Washington, Oregon, Idaho, Arizona, Texas, Nevada, and
Wyoming and once the largest independent distributor of Natural
American Spirit cigarettes in Southern California, was among the
first to order RED SUN.  Trey Prevost, the president and owner of
RK Co, Inc., stated "RED SUN is exactly what my customers want: A
great tasting, highly differentiated product that is exclusive to
specialty stores... a much better cigarette than the mass market
brands... made by a company that truly values its retailer and
distributor partners.  The 22nd Century Group Trade Partners
Program makes it a no-brainer for retailers to carry and promote
RED SUN."

The Company previously established its Trade Partners Program as a
strategic incentive plan to give eligible cigarette distributors
and retailers the opportunity to earn publicly tradable shares of
the Company's common stock in consideration for purchases of the
Company's RED SUN brand of cigarettes.  Participating distributors
will earn $1.00 worth of 22nd Century common stock as a rebate for
each carton of RED SUN purchased in 2015 and participating
retailers will earn $3.00 worth of 22nd Century common stock as a
rebate for each carton of RED SUN purchased in 2015.

Mr. Prevost went on to explain, "I am a strong believer in 22nd
Century Group and in the Company's mission to manufacture and
market tobacco products with the potential to reduce the harm
caused by smoking; it is no secret that I have already purchased
tens of thousands of dollars of the Company's stock on the open
market."

As part of 22nd Century's marketing initiative to promote RED SUN
in its target markets, the RED SUN Web site at
www.redsuncigarettes.com has been revised and expanded to include
explanations about product attributes that make RED SUN and 22nd
Century Group unique, as well as irreverent humor designed to have
some fun at the expense of the "Big Tobacco" companies.

Henry Sicignano, III, the president and chief operating officer of
22nd Century, explained, "In the spirit of all the Davids who have
ever stood up to the Goliaths of the world, I like to think that
our unsurpassed quality distinguishes RED SUN cigarettes in much
the same way that distinctive, flavorful beers separate Sam Adams®
from mass market brands."

Designed to be both informative and amusing, the RED SUN Web site
aims to spark dialogue and interaction with consumers.  To inspire
increased discussions about the RED SUN brand, the newly enhanced
website also announces a "no purchase necessary" consumer contest
that promises the winner an all-expense paid trip for two adults to
the land of the "Red Sun."  Finally, www.redsuncigarettes.com
provides a password protected "trade portal" for licensed tobacco
resellers.

22nd Century also announced this week that its wholly-owned
subsidiary, Goodrich Tobacco Company, will attend the Tobacco Plus
Convenience Expo in Las Vegas on Jan. 28-29, 2015.  RED SUN
cigarettes will be offered for sampling and sale at this
for-the-trade only exposition.  Company representatives will also
be on hand to discuss the RED SUN Trade Partners Program with all
interested, eligible retailers and distributors in attendance.

                        About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century reported a net loss of $26.2 million in 2013, a net
loss of $6.73 million in 2012 and a net loss of $1.34 million in
2011.

The Company's balance sheet at Sept. 30, 2014, showed $26.7 million
in total assets, $6.56 million in total liabilities, and $20.1
million in total shareholders' equity.


ADVANCED MICRO: Incurs $364 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
Advanced Micro Devices reported a net loss of $364 million on $1.23
billion of net revenue for the three months ended Dec. 27, 2014,
compared to net income of $89 million on $1.58 billion of net
revenue for the three months ended Dec. 28, 2013.

For the year ended Dec. 27, 2014, the Company reported a net loss
of $403 million on $5.50 billion of net revenue compared to a net
loss of $83 million on $5.29 billion of net revenue for the year
ended Dec. 28, 2013.

As of Dec. 27, 2014, Advanced Micro had $3.76 billion in total
assets, $3.58 billion in total liabilities and $187 million in
total stockholders' equity.

"We made progress diversifying our business, ramping design wins
and improving our balance sheet this past year despite challenges
in our PC business," said Dr. Lisa Su, AMD president and CEO.
"Annual Enterprise, Embedded and Semi-Custom segment revenue
increased over 50% as customer demand for products powered by our
high-performance compute and rich visualization solutions was
strong.  We continue to address channel headwinds in the Computing
and Graphics segment and are taking steps to return it to a healthy
trajectory beginning in the second quarter of 2015."

Cash, cash equivalents and marketable securities were $1.04 billion
at the end of the quarter, up $102 million from the end of the
prior quarter.

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

                       http://is.gd/LY70Li

                    About Advanced Micro Devices

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

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

                          *     *     *

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

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

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


AP-LONG BEACH: Files Schedules of Assets and Liabilities
--------------------------------------------------------
AP-Long Beach Airport LLC filed with the Bankruptcy Court for the
Central  District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $43,000,000
  B. Personal Property            $1,638,372
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $34,764,469
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $6,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $42,026
                                 -----------      -----------
        TOTAL                    $44,638,372      $34,812,495

A full-text copy of the amended schedules is available for free at
http://is.gd/YAD4Jl

                        About AP-Long Beach

AP-Long Beach Airport LLC, which operates a 206,945-square foot
building at Long Beach Airport, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-33372) on Dec.
19, 2014.  The case is assigned to Judge Vincent P. Zurzolo.

The Debtor's counsel is Alan J Friedman, Esq., and Kerri A Lyman,
Esq., at Irell & Manella LLP.

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


AP-LONG BEACH: Wants Court to Set Claims Bar Date
-------------------------------------------------
AP-Long Beach Airport LLC asks the U.S. Bankruptcy Court for the
Central District of California to set 30 days after the later of
service of the bar date notice as the last date and time by which
all creditors must file proofs of claim.

The Debtor also asks the Court to set June 17, 2015 -- which is 180
days after its bankruptcy filing -- as the deadline for all
governmental units to file their claims.  

A copy of the proofs of claim must be sent to the Debtor's
attorneys via mail or overnight delivery addressed to:

   Irell & Manella LLP
   Attn: Lori Gauthier
   840 Newport Center Drive, Suite 400
   Newport Beach, CA 92627

                        About AP-Long Beach

AP-Long Beach Airport LLC, which operates a 206,945-square foot
building at Long Beach Airport, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-33372) on Dec.
19, 2014.  The case is assigned to Judge Vincent P. Zurzolo.

The Debtor's counsel is Alan J Friedman, Esq., and Kerri A Lyman,
Esq., at Irell & Manella LLP.

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


ARCHDIOCESE OF ST PAUL-MINNEAPOLIS: Court Puts Case Into Mediation
------------------------------------------------------------------
U.S. Bankruptcy Judge Robert Kressel has ordered the Archdiocese of
St. Paul and Minneapolis' bankruptcy case into mediation on
Tuesday, saying it would be the most efficient way to settle with
its insurers and victims, The Minneapolis Star Tribune reports.

The Associated Press relates that U.S. Magistrate Judge Arthur
Boylan will oversee the mediation.

According to Brett Boese at PostBulletin.com, The Diocese of Winona
spokesperson John Hennessy said Friday that the Archdiocese of St.
Paul and Minneapolis' bankruptcy won't affect the local
organization.  Winona Daily News quoted Mr. Hennessy as saying,
"The action of the archdiocese has no affect on our plans here.  We
have no plan to file (bankruptcy) at this time . . . .  We're not
in a bankruptcy situation."

                   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.



ASSOCIATED WHOLESALERS: Has Until March 9 to File Plan
------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware extended the period in which ADI Liquidation, Inc.,
f/k/a AWI Delaware, Inc., et al., have the exclusive right to file
a Chapter 11 plan through and including March 9, 2015, and the
period in which the Debtors have the exclusive right to solicit
acceptances of the Chapter 11 plan is extended through and
including May 7, 2015.

To ensure that their Chapter 11 cases continue to progress in an
effective and efficient manner, the Debtors sought the extensions
so they can work towards a consensual Chapter 11 plan while also
continuing to focus on transitioning their operations and other
pressing issues arising in their bankruptcy cases, the Debtors'
counsel, Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, told the Court.

                   About Associated Wholesalers

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

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

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

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

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

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

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

The Troubled Company Reporter, on Nov. 5, 2014, reported that the
Bankruptcy Court authorized Associated Wholesalers, which changed
its name to AWI Delaware, Inc., prior to the approval of the sale,
to sell substantially all of its assets, including their White Rose
grocery distribution business, to C&S Wholesale Grocers, Inc.

The C&S purchase price consists of the lesser of the amount of the
bank debt, which totals about $18,100,000 and $152,110,000, plus
other liabilities, which amount is valued at $193,900,000.  C&S,
according to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, ended up paying $86.5 million more cash to be
anointed as the winner at the auction.

AWI Delaware notified the Bankruptcy Court on Nov. 12, 2014, that
closing occurred in connection with the sale of their assets to
C&S.  AWI Delaware subsequently changed its name to ADI
Liquidation, Inc., following the closing of the sale.


ATLANTIC CITY, NJ: Bankruptcy Possible as Gov. Names Manager
------------------------------------------------------------
The Associated Press reported that in naming an emergency manager
for Atlantic City, New Jersey Gov. Chris Christie left the door
open for the seaside gambling resort to file for bankruptcy if it
can't get its finances under control.

The Republican governor and likely presidential candidate appointed
a corporate turnaround specialist as the city's emergency manager,
and tabbed the man who led Detroit through its municipal bankruptcy
as his assistant, the report said.


BAXANO SURGICAL: Committee Taps Pillsbury Winthrop as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Baxano Surgical Inc. seeks approval from the
Bankruptcy Court to retain Pillsbury Winthrop Shaw Pittman LLP as
bankruptcy counsel, nunc pro tunc to Nov. 24, 2014.

The Committee has tapped Morris, Nichols, Arsht & Tunnell LLP to
serve as its co-counsel.

The Committee proposes that Pillsbury perform the legal services
that will be necessary during the Debtor's chapter 11 case in
accordance with Pillsbury's standard hourly rates in effect when
services are rendered less a 15% discount and Pillsbury's normal
reimbursement policies.

Pillsbury's current standard hourly rates for attorneys expected to
work on the  matter, subject to change from time to time:

            Members and counsel     $615 to $1,040
            Associates              $615 to $1,040
            Paraprofessionals       $270 to $590

The Committee has been informed that Leo T. Crowley, a member of
the Firm, and Matthew J. Oliver, an associate of the Firm, as well
as other members of, counsel to, and associates of Pillsbury who
will be employed in the chapter 11 case, are members in good
standing of, among others, the Bar of the State of New York and the
United States District Court for the Southern District of New York.


Mr. Crowley filed an affidavit with the Court, asserting that
Pillsbury Winthrop is a "disinterested person," as the term is
defined under Section 101(14) of the Bankruptcy Code.

                       About Baxano Surgical

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

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

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

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

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


BAXANO SURGICAL: Committee Taps Urbanowicz to Identify Buyers
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Baxano Surgical Inc. seeks approval from the
Bankruptcy Court to retain Urbanowicz Consulting, LLC, as
consultant, nunc pro tunc to Dec. 14, 2014.

The Committee seeks to hire Urbanowicz Consulting as its consultant
in connection with identifying potential purchasers of the Debtor's
assets because of the firm's extensive experience, knowledge, and
contacts in the musculoskeletal field.

The Committee anticipates Urbanowicz Consulting to render these
services in the Debtor Chapter 11 case:

   a) Identify potential purchasers of the Debtor's assets; and

   b) Deliver reports to the Committee approximately once a week
      and upon request by the Committee regarding Urbanowicz's
      progress and other developments relevant to its engagement.

The limited services provided by Urbanowicz Consulting will
supplement, and not duplicate, the efforts of Houlihan Lokey
Capital, Inc., or any other financial advisor or investment banker
retained in the case, the Committee maintains.

The Committee proposes that Urbanowicz Consulting be paid $300 per
hour for the anticipated services.

The Committee further propose that at the end of the Debtor's
chapter 11 case or upon the consummation of a significant sale of
the Debtor's assets through the chapter 11 process, Urbanowicz
Consulting will, subject to certain conditions, have the ability to
seek a reasonable deferred transaction fee subject to the approval
and consent of the Committee and subject to notice, hearing, and
approval of the Court.  The fee will not exceed 2% of the net cash
scheduled to be distributed to prepetition unsecured creditors
derived from the sale process and shall be subordinated to all
expenses of sale, all amounts required to be paid pursuant to any
bidding procedures order and debtor in possession financing order
and all administrative and priority claims in the case.

Urbanowicz Consulting will also seek reimbursement for necessary
expenses incurred and pre-approved by the Committee in connection
with the engagement.

Don Urbanowicz, the principal, attests that the firm is a
"disinterested person" as defined under Section 101(14) of the
Bankruptcy Code.

                       About Baxano Surgical

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

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

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

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

The Official Committee of Unsecured Creditors selected Pillsbury
Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP
as co-counsel.

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


BINDER & BINDER: Selects Lowenstein Sandler as Counsel
------------------------------------------------------
Binder & Binder - The National Social Security Disability Advocates
(NY) LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to employ Lowenstein Sandler
LLP as counsel.

The firm will:

  a) counsel the Debtors with regard to their rights, powers, and
     obligations in possession in the continued operation of their

     businesses and the management of their estates;

  b) prepare, on behalf of the Debtors, as debtors in possession,
     all necessary petitions, motions, applications, answers,
     orders, reports, and papers in connection with the
     administration of these cases;

  c) advise the Debtors with respect to, and assist in the
     negotiation and documentation of, financing agreements and
     related transactions;

  d) provide the Debtors with the advice, represent the Debtors
     and appear before the Court and United States Trustee, and
     protect  the interest of the Debtors' estates before such
     court and the United States in connection with the
     administration of the estates;

  e) represent and advise the Debtors in negotiations with their
     lenders, creditors, equity holders and other parties in
     interest;

  f) review the nature and validity of any liens asserted against
     the Debtors' property and advise the Debtors concerning the
     enforceability of such liens;

  g) advise the Debtors with respect to actions to protect and
     preserve the Debtors' estates during the pendency of these
     cases, including the prosecution of actions by the Debtors,
     the defense of actions commenced against the Debtors,
     negotiations concerning litigation in which the Debtors are
     involved and objections to claims filed against the estates;

  h) advise the Debtors in connection with the formulation,
     negotiation and prosecution of Chapter 11 plan(s), disclosure

     statement(s), and all related agreements and documents, and
     take all necessary action on behalf of the Debtors to obtain
     confirmation of such plan(s); and

  i) perform all other necessary or requested legal services in
     connection with these Chapter 11 cases for or on behalf of
     the Debtors.

Kenneth A. Rosen, Esq., lead attorney of the Debtors' case, will
bill $885 per hour for service rendered.  The firm's standard
hourly rates are:

    Professionals                Hourly Rates
    -------------                ------------
    Partners                     $500-$995
    Senior Counsel and Counsel   $385-$695
    Associates                   $275-$515
    Paralegals                   $110-$280

The Debtors tell the Court that they paid the firm in the aggregate
amount of $833,650 before they filed for bankruptcy.  The firm
received a retainer in the amount of $250,000.

Mary E. Seymour, Esq., member of the firm, assures the Court that
the firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

The firm can be reached at:

    Kenneth A. Rosen, Esq.
    Mary E. Seymour, Esq.
    Cassandra Porter, Esq.
    LOWENSTEIN SANDLER LLP
    Nicholas B. Vislocky, Esq.
    1251 Avenue of the Americas, 17th Floor
    New York, NY 10020
    Tel: (212) 262-6700
    Fax: (212) 262-7402
    Email: krosen@lowenstein.com
           mseymour@lowenstein.com
           cporter@lowenstein.com

                     About Binder & Binder

Founded in 1979 by brothers Harry and Charles Binder, Binder &
Binder is the nation's largest provider of social security
disability and veterans' benefits advocacy services, with operating
scale and efficiencies unrivaled by its competitors in the highly
fragmented advocacy market.  The company has more than 950
employees in 35 offices across the United States.  In 2010, H.I.G.
Capital, LLC acquired a controlling equity interest in the
company.

Binder & Binder - The National Social Security Disability Advocates
(NY), LLC, et al., sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-23728) in White Plains, New York on Dec.
18, 2014.  The cases are assigned to Judge Robert D. Drain.

The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq.,
and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel.
The Debtors have engaged Development Specialists, Inc., as
financial advisor, and BMC Group Inc. as claims and notice agent.


BOMBARDIER INC: CDS Widens 70% on Cash Flow Concerns, Fitch Says
----------------------------------------------------------------
Mounting market concerns of late have pushed credit default swap
(CDS) spreads for Bombardier Inc. out to their widest levels in
five years, according to Fitch Solutions in its latest CDS Case
Study Snapshot.

Five-year CDS on Bombardier have widened 70% over the past month to
price at the widest levels seen since 2009.  'CDS widening for
Bombardier can likely be attributed to market concerns surrounding
larger than expected negative free cash flow and the impact on
liquidity, along with an announcement that it is suspending its
Learjet program,' said Director Diana Allmendinger.

After pricing consistently in-line with 'B+' levels for much of the
past year, the cost of credit protection on Bombardier's debt has
now moved wide of 'B-' levels.

Fitch Solutions case studies build on data from its CDS Pricing
Service and proprietary quantitative models, including CDS Implied
Ratings.  These credit risk indicators are designed to provide
real-time, market-based views of creditworthiness.  As such, they
can and often do reflect more short term market views on factors
such as currencies, seasonal market effects and short-term
technical influences.  This is in contrast to Fitch Ratings' Issuer
Default Ratings (IDRs), which are based on forward-looking
fundamental credit analysis over an extended period of time.



BON-TON STORES: Posts 5.3% Comparable Store Hike in Holiday Sales
-----------------------------------------------------------------
The Bon-Ton Stores, Inc., announced that its comparable store sales
for the nine-week holiday period ended Jan. 3, 2015, increased
5.3%.  Total sales for the combined months of November and December
were $796.4 million, a 3.8% increase over sales of $767.4 million
in the prior year nine-week holiday period.

Kathryn Bufano, president and chief executive officer, commented,
"We are pleased with our sales performance during the holiday
season as customers responded well to both in-store and online
offerings.  However, our strong sales performance was tempered by
the highly promotional sales environment.  With the caveat of
numerous important year-end closing items outstanding, we are
lowering our full-year Adjusted EBITDA guidance (see Note 1) to a
range of $140 million to $150 million from our previously provided
Adjusted EBITDA range of $150 million to $160 million."

The Company will provide additional details on March 12, 2015, when
it reports its results for the fourth quarter and fiscal 2014
periods ending Jan. 31, 2015.

                     CFO to Retire This Year

Bon-Ton Stores announced that Keith E. Plowman, executive vice
president and chief financial officer, has informed the Company's
Board of Directors that he plans to retire in August 2015.  The
Board and Mr. Plowman have agreed upon a notice period of
approximately six months to be followed by a consulting arrangement
of an 18-month duration.

Mr. Plowman stated, "I have greatly enjoyed my tenure with Bon-Ton.
The Company is fortunate to have many talented associates and it
has been my pleasure to work with them throughout my many years
here.  I would also like to express my appreciation for the support
of Tim Grumbacher and Mike Gleim, as well as the collective Board,
since my appointment as Chief Financial Officer of Bon-Ton.  Their
guidance and partnership were extremely valuable as we navigated
through many opportunities and challenges."

The Company wishes to recognize the many years of dedicated service
and the numerous contributions of Mr. Plowman and his finance team.
Tim Grumbacher, Bon-Ton's Chairman of the Board, commented, "The
Company has made great strides under Keith's financial leadership
and, on behalf of the entire Board of Directors, I offer Keith our
heartfelt thanks for his outstanding work at Bon-Ton.  Keith was
instrumental in the planning, financing and execution of the
Company's significant acquisitions in the prior decade when our
store count grew four-fold in a three-year period.  The progress
made under Keith's leadership is reflected in the great potential
of our store base today.  We wish him the best in his future
endeavors."

Mr. Grumbacher continued, "The agreement reached between Keith and
the Board should allow the Company the opportunity to seek a
talented leader to assume the role of chief financial officer and
ensure a smooth transition."

The Board of Directors will undertake a national search to find a
chief financial officer to succeed Mr. Plowman.

In connection with his retirement, Mr. Plowman entered into a
Separation Agreement and General Release with the Company dated as
of Jan. 16, 2015.  Under the Separation Agreement, Mr. Plowman will
receive the following benefits in connection with consulting
services that he will provide to the Company beginning on Aug. 2,
2015:

   (1) an annual consulting fee equal to his annual base salary in
       effect on Jan. 15, 2015 (Mr. Plowman's current base salary
       is $550,000) payable in bi-weekly installments;

   (2) an amount equal to the monthly premiums for insurance
       coverage for group medical and dental plans;

   (3) a bonus, if earned, for the 2015 plan year, pro-rated for
       the period of time prior to Mr. Plowman's retirement date,
       which bonus will paid in the spring of 2016; and

   (4) with respect to restricted stock currently held by Mr.
       Plowman, 15,000 shares of restricted stock granted on
       April 17, 2013, will vest and all restrictions will lapse
       on April 17, 2016, and 35,000 shares of restricted stock
       granted on April 15, 2014, will vest and all restrictions
       will lapse on Jan. 29, 2017.

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 stores, which
includes ten furniture galleries and four clearance centers, in 26
states in the Northeast, Midwest and upper Great Plains under the
Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates.  The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings.  For further information, please visit the
investor relations section of the Company's Web site at
http://investors.bonton.com.

Bon-Ton Stores reported a net loss of $3.55 million for the fiscal
year ended Feb. 1, 2014, a net loss of $21.6 million for the year
ended Feb. 2, 2013, and a net loss of $12.1 million for the year
ended Jan. 28, 2012.

As of Nov. 1, 2014, the Company had $1.82 billion in total assets,
$1.78 billion in total liabilities, and $48.7 million in total
shareholders' equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BOOMERANG SYSTEMS: Appoints CEO and COO
---------------------------------------
Boomerang Systems, Inc., appointed James Gelly as its chief
executive officer and as a director of the Company effective as of
Jan. 13, 2015, according to a regulatory filing with the U.S.
Securities and Exchange Commission.  Mr. Gelly replaces Mark
Patterson, who has resigned as CEO as of that date.  Mr. Patterson
will continue to serve as chairman of the Company's board of
directors.

Prior to the appointment, Mr. Gelly acted as an independent
consultant from 2012 to 2014.  Mr. Gelly served as executive vice
president & chief financial officer of Constellium N.V., a global
producer of aluminum products, from January 2011 to November 2011
and as executive vice president & chief financial officer of Misys
PLC, a provider of banking software delivering financial risk
management information to financial institutions, from November
2008 to May 2010.

Mr. Gelly will receive a base salary of $1.00 per year.  In
addition to the base salary, Mr. Gelly will receive as deferred
compensation the amount of $275,000 which will accrue monthly.  In
addition, at the sole discretion of the Company's chairman, Mr.
Gelly will be entitled to an annual performance bonus equal to
$100,000.  

In connection with his appointment as CEO, the Company granted to
James Gelly non-plan options to purchase 500,000 shares of common
stock of the Company with a five year term, vesting as to one-third
of the shares on each of the Effective Date and the first and
second anniversaries of the date of the Effective Date, exercisable
at an exercise price of $2.15 per share.

                          COO Appointment

Also effective as of January 13, the Company appointed George Gelly
as its chief operating officer.

Prior to that appointment, Mr. Gelly acted as an independent
consultant from August 2014 to January 2015.  Mr. Gelly served as
SVP and chief product officer for ID Analytics, Inc., a division of
LifeLock, Inc., from November 2013 to August 2014, and Director of
Product Delivery for Intuit Inc's Consumer Group and Health Group
from January 2009 to September 2013.

George Gelly will receive a base salary of $150,000 per year.  In
addition to the base salary, Mr. Gelly will receive as deferred
compensation the amount of $100,000 which will accrue monthly.  In
addition, at the sole discretion of the Company's chairman, Mr.
Gelly will be entitled to an annual performance bonus equal to one
third of his then existing base salary.

In connection with his appointment as COO, the Company granted to
George Gelly non-plan options to purchase 450,000 shares of common
stock of the Company with a five year term, vesting as to one-third
of the shares on each of the Effective Date and the first and
second anniversaries of the date of the Effective Date, exercisable
at an exercise price of $2.15 per share.

James and George Gelly also entered into Confidentiality, Non
Competition and Non-Solicitation Agreements with the Company.

Additional information is available for free at:

                       http://is.gd/10mw6t

                     About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

Boomerang Systems incurred a net loss of $11.2 million for the year
ended Sept. 30, 2013, following a net loss of $17.4 million
for the year ended Sept. 30, 2012.

As of June 30, 2014, the Company had $5.54 million in total
assets, $24.6 million in total liabilities, and a $19.02 million
stockholders' deficit.

                         Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the Loan Agreement, notes and agreements governing our
indebtedness or fail to comply with the covenants contained in the
Loan Agreement, notes and agreements, we would be in default.  A
debt default could significantly diminish the market value and
marketability of our common stock and could result in the
acceleration of the payment obligations under all or a portion of
our consolidated indebtedness, or a renegotiation of our Loan
Agreement with more onerous terms and/or additional equity
dilution.  If the debt holders were to require immediate payment,
we might not have sufficient assets to satisfy our obligations
under the Loan Agreement, notes or our other indebtedness.  It may
also enable their lenders under the Loan Agreement to foreclose on
the Company's assets and/or its ownership interests in its
subsidiaries.  In such event, we could be forced to seek
protection under bankruptcy laws, which could have a material
adverse effect on our existing contracts and our ability to
procure new contracts as well as our ability to recruit and/or
retain employees.  Accordingly, a default could have a significant
adverse effect on the market value and marketability of our common
stock," the Company said in the annual report for the year ended
Sept. 30, 2013.


CAESARS ENTERTAINMENT: Can Hire Prime Clerk as Claims Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Caesars Entertainment Operating
Company, Inc., et al., to employ Prime Clerk LLC as notice, claims
and solicitation agent.

                    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: Has Interim Approval to Use Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, gave Caesars Entertainment Operating Company,
Inc., et al., interim authority to use cash collateral securing
their prepetition indebtedness.

Any objections to the final approval of the cash collateral request
must be submitted on or before Feb. 9.  If no objections are filed
to the motion on or before the objection deadline, the Court may
enter a final order without further notice or hearing.

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.

Counsel for First Lien Note Group:

         Kenneth H. Eckstein, Esq.
         Douglas H. Mannal, Esq.
         KRAMER LEVIN NAFTALIS & FRANKEL LLP
         1177 Avenue of the Americas
         New York, NY 10036
         E-mail: keckstein@kramerlevin.com
                dmannal@kramerlevin.com

Counsel for First Lien Credit Agreement Group:

         Kristopher M. Hansen, Esq.
         Erez E. Gilad, Esq.
         Jonathan D. Canfield, Esq.
         STROOCK & STROOCK & LAVAN LLP
         180 Maiden Lane
         New York, NY 10038
         E-mail: khansen@stroock.com
                egilad@stroock.com
                jcanfield@stroock.com

Counsel for the indenture trustee under the First Lien Notes
Indenture:

         Craig A. Barbarosh, Esq.
         Karen B. Dine, Esq.
         KATTEN MUCHIN ROSENMAN LLP
         575 Madison Avenue
         New York, NY 10022
         E-mail: craig.barbarosh@kattenlaw.com
                karen.dine@kattenlaw.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: Has Until March 17 to File Schedules
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, extended until March 17, 2015, the time within
which Caesars Entertainment Operating Company, Inc., et al., must
file their schedules of assets and liabilities and statements of
financial affairs.

                    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: Ill. Court Issues Joint Admin. Order
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, issued an order directing joint administration of
the Chapter 11 cases of Caesars Entertainment Operating Company,
Inc., and its almost 180 affiliates under Case No. 15-01145 (ABG)
for procedural purposes only.

                    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: Proposes to Continue Surety Bond Program
---------------------------------------------------------------
Caesars Entertainment Operating Company, Inc., and its affiliated
debtors seek approval from the Bankruptcy Court to continue, renew,
and supplement their surety bond program on an uninterrupted basis
in the ordinary course of business.

In the ordinary course of business, certain third parties -- often
governmental units or other public agencies -- require the Debtors
to post surety bonds to secure their payment or performance of
certain obligations (the "Surety Bond Program").  These obligations
relate to, among other things, (a) workers' compensation
obligations, (b) taxes, (c) gaming regulations and licenses, (d)
litigation costs, (e) utilities, and (h) construction.

During the 12-month period spanning December 2013 to November 2014,
premiums for the Debtors' surety bonds totaled $268,000.  The
Debtors' outstanding surety bonds were issued by several different
sureties, including: (a) Safeco Insurance Company of America (nine
surety bonds totaling approximately $1.2 million); (b) Liberty
Mutual Insurance Company (one surety bond totaling $160,000); (c)
Romulus Risk and Insurance Inc. (seven surety bonds totaling $9.7
million); (d) Western Surety Company (one surety bond totaling
approximately $25,000); (e) Fidelity and Deposit Company of
Maryland (48 surety bonds totaling $18.3 million); (f) The Ohio
Casualty Insurance Company (one surety bond totaling $6,000); (g)
Travelers Casualty and Surety Company of America (two surety bonds
totaling $756,000); and (h) Lexon Insurance Company (eight surety
bonds totaling $846,000).

As of the Petition Date, the Debtors have $31.1 million in
outstanding surety bonds.  The Debtors' outstanding surety bonds
secure their performance and obligations in these general
categories and for these approximate amounts:

                                                       Approximate
                                                         Aggregate
  Number                                               Bond Amount
  of Bonds       Nature of Bond                     (in thousands)
  --------       --------------                     --------------
     8     Workers' Compensation                          $2,851
    21     Statutorily Required Tax Bonds                 $3,503
    12     Statutorily Required Gaming Bonds             $15,873
    16     Contractor/Construction Perf. & Payment Bonds  $1,634
     3     Utility Bonds                                  $3,517
     2     Litigation-Related Bonds                         $198
    15     Various Operationally Required Bonds           $3,481
                                                         -------
    77          TOTAL                                    $31,056

To continue their business operations during the reorganization
process, the Debtors must retain the ability to provide financial
assurances to state governments, regulatory agencies, and other
third parties.  This, in turn, requires that the Debtors maintain
the existing surety bond program, including paying any and all
premiums as they come due, renewing or potentially acquiring
additional bonding capacity as needed in the ordinary course of
their business, and execution of other agreements in connection
with the surety bond program.  As of the Petition Date, the Debtors
believe that they do not have any outstanding obligations, and that
they have the ability to fulfill continuing obligations, under the
surety bond program.

                    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: Taps Prime Clerk as Claims Agent
-------------------------------------------------------
Caesars Entertainment Operating Company, Inc., and its affiliated
debtors seek approval from the Bankruptcy Court to hire Prime Clerk
LLC as notice, claims and solicitation agent.

According to the Debtors, by appointing Prime Clerk as the claims
agent in the chapter 11 cases, the distribution of notices and the
processing of claims will be expedited, and the Office of the Clerk
of the Bankruptcy Court will be relieved of the administrative
burden of processing claims.

The terms of Prime Clerk's retention are set forth in the Services
Agreement.  The Services Agreement was not included publicly
available court filings.

Prime Clerk maintains the Case Web site at:
https://cases.primeclerk.com/ceoc/Home-Index

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $75,000.

To the best of the Debtors' knowledge, Prime Clerk is a
"disinterested person," as referenced in Section 327(a) of the
Bankruptcy Code and as defined in Section 101(14), as modified by
Section 1107(b).

The claims agent can be reached at:

         PRIME CLERK LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Attn: Shai Waisman
         Tel: (212) 257-5450
         E-mail: swaisman@primeclerk.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.


CANARSIE CAPITAL: Collapses, Losses Slash Assets to $200,000
------------------------------------------------------------
Juliet Chung and Susan Pulliam, writing for The Wall Street
Journal, reported that a Canarsie Capital LLC, a $60 million hedge
fund led by high-profile Wall Street executive Kenneth deRegt lost
all but $200,000 of its assets in about three weeks, a stunningly
quick fall for the well-heeled investors in the fund.

According to the report, the fund was also run by Owen Li, a
28-year old former Galleon Fund Management trader, and among the
fund's wealthy investors, a person familiar with the matter told
the Journal, was Richard Axilrod, a top lieutenant to Louis Bacon
of Moore Capital Management.


CHESAPEAKE ENERGY: S&P Revises Outlook to Stable & Affirms BB+ CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
Chesapeake Energy Corp. to stable from positive.  At the same time,
S&P affirmed its 'BB+' corporate credit rating on Chesapeake and
its 'BB+' issue-level rating on the company's senior unsecured
debt.  The recovery rating on the debt remains '3', which indicates
S&P's expectation for a meaningful (50% to 70%) recovery if a
default occurs.  In addition, S&P affirmed its 'B+' issue rating on
Chesapeake's preferred stock.

The outlook revision to stable from positive reflects the impact of
the implementation of S&P's revised price assumptions: West Texas
Intermediate crude oil of $50/barrel (bbl) and natural gas of
$3.50/million Btu in 2015, on expected financial measures.  As a
result, S&P expects the company's debt leverage to increase to 2.5x
to 3x in 2015 and 2016 as compared with S&P's earlier estimations
of below 2.5x in both years.

"The stable outlook reflects our expectation that the company will
maintain debt leverage below 3x over the next two years," said
Standard & Poor's credit analyst Paul Harvey.

S&P could consider a positive rating action if the company can
reduce its debt leverage to below 2x on a sustained basis and bring
its capital spending closer to its operating cash flows. This could
occur if Chesapeake maintains a moderate financial policy while
hydrocarbon prices strengthen such that West Texas Intermediate
averages more than $70/bbl and natural gas is over $4.00 based on
S&P's current assumptions.

S&P could lower the rating if, contrary to its expectations, there
were some combination of a failure of its growth strategy,
operating setbacks, or if the company pursues a more aggressive
financial policy than S&P now anticipates, such that FFO/debt fell
below 20%, or S&P no longer assessed the comparable rating analysis
as positive.



CLAYTON WILLIAMS: S&P Alters Outlook to Neg, Affirms BB- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Midland,
Texas-based Clayton Williams Energy Inc. to negative from stable.
At the same time, S&P affirmed all existing ratings, including the
'BB-' issue-level rating on the company's senior secured bank debt
and the 'B-' rating on Clayton Williams' senior unsecured notes.

"The outlook revision reflects our expectation that Clayton
Williams' credit measures will deteriorate over the next two years
based on our lower price deck assumptions," said Standard & Poor's
credit analyst Christine Besset.

Although S&P believes that Clayton Williams will reduce capital
spending significantly in 2015 to protect cash flows, the company
has no hedges in place and S&P expects EBITDA to weaken due to
lower oil prices.  Under S&P's price assumptions, it expects
leverage will exceed 5x and funds from operation (FFO)/debt will
decrease to below 15% in 2015.

S&P could lower the ratings if the company's liquidity situation
deteriorated materially while debt leverage remained in excess of
5x and FFO to debt stayed below 12% on a sustained basis.

S&P could stabilize the outlook if it expected credit ratios to
remain appropriate for the current rating, including FFO to debt
above 12% and debt to EBITDA below 5x on average.  This would most
likely occur if WTI price recovered sensibly.



CLOUDEEVA INC: Court Approves Chrysalis Mgt. as Financial Advisor
-----------------------------------------------------------------
The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey authorized Stephen Gray, the Chapter 11
trustee for Cloudeeva, Inc., et al., to employ Chrysalis Management
LLC to serve as his financial advisor.

As reported in the Troubled Company Reporter on Jan. 21, 2015,
Chrysalis Management will, among other things:

   a. create a weekly cash flow and a monthly budget and preparing
      variances thereto;

   b. validate required monthly operating reports; and

   c. oversee cash management.

Chrysalis Management attests it is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                      About Cloudeeva, Inc.

Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services. The company provides information technology staffing
services to major clients and third party vendors in the United
States and India. The company headquarters are in East Windsor, New
Jersey, with regional offices in California, Illinois and
international offices in India.

Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy 32
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014. The cases are assigned to Judge Kathryn
C. Ferguson.

Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in
liabilities as of the Chapter 11 filing. The company said only
$209,000 is owing to its lender Prestige Capital Corp. and more
than $5.2 million is owed for trade vendor payables.

The Debtors originally tapped Lowenstein Sandler LLP as counsel.
However, they are now seeking the retention of Trenk, DiPasquale,
Della Fera & Sodono, P.C., to replace Lowenstein Sandler, who
retention was not formally approved by order of the Court.  The
Debtors have also tapped Cole, Schotz, Meisel, Forman & Leonard,
P.A. as appellate counsel. Kurtzman Carson Consultants LLC serves
as claims and noticing agent.

                              * * *

On Aug. 22, 2014, Judge Ferguson entered an order dismissing the
Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE Ltd.
BAPL asserted that the cases were not filed in good faith.  The
Debtors subsequently filed an appeal challenging the dismissal of
their cases.

Since then, District Judge Joel A. Pisano for the District of New
Jersey entered an order staying the Case Dismissal Order pending
further proceedings. Simultaneously, Judge Pisano reinstated the
Debtors' bankruptcy cases and authorized the Debtors to be in
possession of their assets and the management of their business as
debtors-in-possession, subject to the continuing jurisdiction of
the Bankruptcy Court and any further orders of the Bankruptcy Court
or the District Court.

The Debtor filed a Plan of Reorganization and Disclosure Statement
on Oct. 7, 2014.  The Plan will be funded by cash on-hand on the
Effective Date, cash revenues derived from the Debtors' continued
operations, and investment of $1.15 million from Cloudeeva India
Private Limited or their designee, along with their guarantee of
all payments to be made under Plan, in exchange for the equity of
the Reorganized Debtors, as agreed in the parties' Plan Support
Agreement.

The Court approved the appointment of Stephen Gray as Chapter 11
trustee for the Debtors' estate.  The trustee is represented by
Saul Ewing LLP.


CLOUDEEVA, INC: Former VP Hammel Objects to Gray as Trustee
-----------------------------------------------------------
Scott Hammel, a creditor in the bankruptcy proceeding of Cloudeeva,
Inc., et al., opposes the appointment of Stephen Gray as the
Debtors' Chapter 11 trustee, and asks the Court to remove Mr. Gray
as Chapter 11 trustee.

Mr. Hammel is the former Senior Vice President and General Counsel
for Cloudeeva, Inc., and a creditor with an administrative priority
claim in the case, having submitted a proof of claim in the minimum
amount of $91,300 for unpaid postpetition compensation due under a
written employment agreement with the Debtor, and statutory
penalties against Mr. Gray and the Debtor's estate or violations of
California's labor laws.  

Mr. Hammel asserts that his employment with the Debtor was
terminated by Mr. Gray on Jan. 5, 2015, without cause, reason or
explanation, and without any advance notice.

Mr. Hammel filed its objection to the U.S. Trustee's appointment of
Mr. Gray as the Chapter 11 trustee on the grounds that (a) Mr. Gray
is unfit to serve as the Chapter 11 Trustee because he has made
false and misleading statements in filings with the court and he
has failed to timely disclose material information relevant to his
appointment, and (b) conflicts of interest raised by Mr. Gray's
filings with the Court establish that he should not be allowed to
serve as the Chapter 11 Trustee in the case.

Mr. Hammel notes, among other things, that Mr. Gray was employed by
Deloitte CRG, a financial firm affiliated with Deloitte India, an
accounting firm that had provided accounting and auditing services
to Bartronics Asia PTE Ltd (BAPL) and BAPL's parent company,
Bartronics India Ltd. (BIL), a publicly traded company in India,
during the period 2009 to 2012.  Deloitte India was the official
statutory auditor indentified in BIL's annual reports for 2010 and
2011.  BAPL and BIL are purported creditors of the Debtor.  BAPL
has filed a claim in the amount of $5.94 million and BIL has filed
a claim for $960,000.

                      About Cloudeeva, Inc.

Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services. The company provides information technology staffing
services to major clients and third party vendors in the United
States and India. The company headquarters are in East Windsor,
New Jersey, with regional offices in California, Illinois and
international offices in India.

Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
32 protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton,
New Jersey, on July 21, 2014. The cases are assigned to Judge
Kathryn C. Ferguson.

Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in
liabilities as of the Chapter 11 filing. The company said only
$209,000 is owing to its lender Prestige Capital Corp. and more
than $5.2 million is owed for trade vendor payables.

The Debtors originally tapped Lowenstein Sandler LLP as counsel.
However, they are now seeking the retention of Trenk, DiPasquale,
Della Fera & Sodono, P.C., to replace Lowenstein Sandler, who
retention was not formally approved by order of the Court. The
Debtors have also tapped Cole, Schotz, Meisel, Forman & Leonard,
P.A. as appellate counsel. Kurtzman Carson Consultants LLC serves
as claims and noticing agent.

                              * * *

On Aug. 22, 2014, Judge Ferguson entered an order dismissing the
Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE
Ltd. BAPL asserted that the cases were not filed in good faith.
The Debtors subsequently filed an appeal challenging the dismissal
of their cases.

Since then, District Judge Joel A. Pisano for the District of New
Jersey entered an order staying the Case Dismissal Order pending
further proceedings. Simultaneously, Judge Pisano reinstated the
Debtors' bankruptcy cases and authorized the Debtors to be in
possession of their assets and the management of their business as
debtors-in-possession, subject to the continuing jurisdiction of
the Bankruptcy Court and any further orders of the Bankruptcy
Court or the District Court.

The Debtor filed a Plan of Reorganization and Disclosure Statement
on Oct. 7, 2014.  The Plan will be funded by cash on-hand on the
Effective Date, cash revenues derived from the Debtors' continued
operations, and investment of $1.15 million from Cloudeeva India
Private Limited or their designee, along with their guarantee of
all payments to be made under Plan, in exchange for the equity of
the Reorganized Debtors, as agreed in the parties' Plan Support
Agreement.

The Court approved the appointment of Stephen Gray as Chapter 11
trustee for the Debtors' estate.  The trustee is represented by
Saul Ewing LLP.


COMMUNITY HEALTH: To Close Racine Community Health Center
---------------------------------------------------------
Mark Schaaf at The Journal Times reports that Community Health
Systems is awaiting the federal Health Resources Services
Administration's approval of the Racine Community Health Center
closure.

Medical services will continue until the closure is approved, The
Journal Times relates, citing CHS.  According to the report, CHS
said that the clinic will likely stop providing medical services
within 60 to 90 days.

CHS said in a statement that its bleak financial situation and
bankruptcy reorganization plan forced the closure of the Racine
Community Health Center.  According to a statement by CHS,
requirements of its Chapter 11 reorganization plan meant taking the
"severe step" of closing the Racine facility.  The Journal Times
recalls that officials at the health center had said it would end
dental services by Jan. 30, 2015, and its medical services within a
few months.

The closure of the Racine Community Health Center will "ultimately
enable us to concentrate our resources on programs occurring closer
to our primary service area," The Journal Times relates, citing CHS
Interim Chief Executive Officer Julie Sprecher.

Citing CHS, The Journal Times states that the Racine center "has
been struggling for some time now with an inability to replace
exiting providers."  The report adds that the center's patient
activity had dropped and its financial performance declined.

According to The Journal Times, Ms. Sprecher said that CHS won't
close its locations in Beloit, Janesville and Darlington.

Headquartered in Beloit, Wisconsin, Community Health Systems, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case
No. 14-11319) on March 31, 2014, estimating its assets and debts at
between $1 million and $10 million.  The petition was signed by
Richard A. Perry, chief executive officer.  Judge Robert D. Martin
presides over the case.  Rebecca R. DeMarb, Esq., at Kerkman Dunn
Sweet Demarb, serves as CHS's bankruptcy counsel.


COUNTRY STONE: Lender Hikes Financing Commitment to $35M
--------------------------------------------------------
U.S. Bankruptcy Judge Thomas L. Perkins, in an amended order,
extended the term of the final order authorizing Country Stone
Holdings, Inc., et al., to incur postpetition financing from
pre-bankruptcy secured lender First Midwest Bank, and use cash
collateral.

The Court ordered that the final order will remain in full force
and effect until Jan. 23, 2015, subject only to these revisions:

   1. Sec. 14(k) of the final order is  amended so the date
appearing in that Section will be Jan. 23, 2015;

   2. Sec. 14(l) of the final order is amended so the date
appearing in that Section will be Jan. 23, 2015; and

   3. The postpetition lender's commitment to Debtors is increased
to $35,250,000.

As reported in the Troubled Company Reporter on Dec. 10, 2014, the
Debtor obtained final authority to tap a financing package from
First Midwest Bank.

First Midwest originally agreed to extend up to $34 million in
postpetition financing, which accrues at prime rate plus 2.0%.  As
of Oct. 22, 2014, the Debtors' outstanding amount owing under the
First Midwest loan agreement is $38.2 million.  The loans are
secured by a substantial portion of the Debtors' assets and are
guaranteed by non-debtors Bjustrom Bjustrom and Country Stone &
Soil, Inc.

                     About Country Stone

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

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

Country Stone disclosed $45 million in liabilities.

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

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



COYOTES HOCKEY: Court Sides With Jerry Moyes in Lawsuit by NHL
--------------------------------------------------------------
Rick Westhead at TSN reports that the Hon. Redfield T. Baum of the
U.S. Bankruptcy Court for the District of Arizona has reiterated
that the NHL shouldn't get the $145 million it demanded from former
Phoenix Coyotes owner Jerry Moyes.

TSN recalls that the NHL, which won an auction of the team on Nov.
2, 2009, through a $140 million bid, sued Mr. Moyes for $145.9
million, alleging that he breached an agreement to keep the team in
Phoenix for seven years after he acquired the team.  The report
says that the NHL demanded that Mr. Moyes should have to cover the
league's legal fees and expenses.  The Bankruptcy Court threw out
most of the NHL's demands against Mr. Moyes in 2013, a finding that
the Bankruptcy Court reiterated on Wednesday, the report adds.

TSN relates that the Bankruptcy Court also recommended to a
district court judge that Mr. Moyes should not be required to repay
about $11.6 million worth of claims that the NHL has already paid
to the team's creditors.

TSN quoted Judge Baum as saying, "The NHL's position throughout
this action and during the bankruptcy case has been that the
Coyotes and Moyes were in default of multiple obligations since
prior to the filing of the bankruptcy cases.  Thus in the
bankruptcy case, the NHL was entitled to recover all of its
reasonable attorney's fees and expenses as a condition of the
assumption of the bundle of contract rights acquired by the NHL.
For whatever reason, the NHL never made any claim for those
attorney's fees and expenses in connection with its purchaser of
the Coyotes . . ."  Citing Judge Baum, TSN reports that NHL should
have claimed all attorney fees and expenses prior to its purchase
of the team in 2009.

According to TSN, Judge Baum also recommended that the NHL's claim
against Mr. Moyes for unpaid amounts owed to Gretzky be dismissed.
TSN states that the case will be decided in U.S. district court in
coming months and Judge Baum's recommendation will be used to make
a ruling.

"The matters Baum ruled on will be dealt with on a de novo basis by
the district court.  Let's get past that phase before we need to
determine whether further appeals are necessary," TSN quoted NHL
deputy commissioner Bill Daly as saying.

                     About the Phoenix Coyotes

The Phoenix Coyotes -- http://www.PhoenixCoyotes.com-- are one of

30 teams that play in the National Hockey League.  The Coyotes are
based in Glendale, Arizona and play their home games at Jobing.com
Arena.  The Coyotes have qualified for the playoffs for the past
three years and in 2011-12, the team won the Pacific Division
title and reached the Western Conference Final for the first time
in franchise history. On the ice, the Coyotes are led by Captain
Shane Doan, goaltender Mike Smith and standout defensemen Keith
Yandle and Oliver Ekman-Larsson. Off the ice, the club is a model
of consistency under the guidance of President & COO Mike Nealy,
General Manager Don Maloney (2009-10 GM of the Year), and Head
Coach Dave Tippett (2009-10 Jack Adams Award winner as the NHL's
top coach).

                        About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes team of the National Hockey League -- filed
for Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors were represented by Squire, Sanders &
Dempsey, LLP, in Phoenix, and estimated their assets and debts to
be between $100 million and $500 million.

In the third quarter of 2009, Judge Redfield T. Baum approved the
sale of the Phoenix Coyotes to the National Hockey League, which
acquired the team to quash a plan by Research-In-Motion founder
Jim Balsillie to move the team to Ontario, Canada.  Coyotes Hockey
was sent to Chapter 11 to effectuate a sale by owner Jerry Moyes
to Mr. Balsillie.  The NHL acquired the team for $140 million in
October 2009 and said it wants to sell the team for $170 million.

The city of Glendale, Arizona, owns Jobing.com Arena, where the
team plays.

In September 2010, the Bankruptcy Court rejected a motion to
impose a trustee or convert the case to a Chapter 7 liquidation.


CREEKSIDE ASSOCIATES: Jan. 28 Hearing on Dilworth as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on Jan. 28, 2014,
at 1:30 p.m., to consider Creekside Associates Ltd.'s motion to
employ Dilworth Paxson LLP as bankruptcy counsel.

At the hearing, the Court will also consider the objection filed by
Creekside JV Owners.

                    About Creekside Associates

Creekside Associates, Ltd., owns and operates the Creekside
Apartments, a 1000+ unit apartment complex located at 2500 Knights
Road, Bensalem, Pennsylvania.

Creekside Associates filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Pa. Case No. 14-19952) in Philadelphia on Dec. 19,
2014.  The case is assigned to Judge Stephen Raslavich.  The
Debtor estimated $50 million to $100 million in assets and debt.

The Debtor has tapped Dilworth Paxson LLP as bankruptcy attorneys
and Kaufman, Coren & Ress, P.C., as special counsel.


CROSSFOOT ENERGY: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
CrossFoot Energy LLC filed with the bankruptcy court its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $417,514
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,240,302
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $48,644
                                 -----------      -----------
        TOTAL                       $417,514      $12,288,946

A copy of the schedules is available for free at

        http://bankrupt.com/misc/CROSSFOOTENERGY_66_sal.pdf

                      About CrossFoot Energy

Based in Fort Worth, Texas, with a field office in Midland, Texas,
CrossFoot Energy, LLC, and its affiliates operate an oil and gas
company focused on the acquisition and improvement of lower-risk,
long live proven reserves.  CrossFoot's primary production occurs
out of the Siluro-Devonian formation with significant additional
shallower reserves behind-pipe in the Spraberry, Wolfcamp, Strawn,
Penn Lime and Mississippian formations.

CrossFoot Energy, LLC, and its affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 14-44668) in Ft. Worth,
Texas
on Nov. 20, 2014.  The case is assigned to Judge Russell F. Nelms.

Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Ft. Worth,
Texas, serves as counsel to the Debtors.

As of the Petition Date, secured creditor Prosperity Bank is owed
$12.1 million.


CRYOPORT INC: Issues $450,000 Secured Promissory Notes
------------------------------------------------------
Cryoport, Inc., on Dec. 10, 2014, and Jan. 14, 2015, issued to
certain accredited investors 2014 Series Secured Promissory Notes
in the aggregate original principal amount of $450,000.  The Notes
accrue interest at a rate of 7% per annum.  All principal and
interest under the Notes will be due on July 1, 2015, however, the
Company may elect to extend the maturity date of the Notes to Jan.
1, 2016, by providing written notice to the Investors and a warrant
to purchase a number of shares of the Company's common stock equal
to (a) the then outstanding principal balance of the Note, divided
by (b) $0.50 multiplied by 125%.  The Company may prepay the Notes
at any time without penalty and will prepay the Notes in an amount
equal to 25% of the net cash proceeds received by the Company
during each month from the issuance of either debt or equity.

The Company has previously issued Notes in the aggregate original
principal amount of $415,000.  Accordingly, through January 2015,
the Company has issued Notes in the aggregate principal amount of
$865,000 and warrants to purchase 1,937,500 shares of common stock.
In January 2015, the Company repaid $113,475 of the original
principal amount.

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

In connection with the issuance of the Notes on Dec. 10, 2014, and
Jan. 14, 2015, the Company issued the Investors warrants to
purchase 900,000 shares of common stock at an exercise price of
$0.50 per share.  The warrants are exercisable on May 31, 2015, and
expire on Nov. 30, 2021.

Cryoport did not pay any discounts or commissions with respect to
the issuance of the Notes or the warrants issued in connection with
the Notes.

                      Subscription Agreements

In November and December 2014, Cryoport entered into definitive
agreements for a private placement of its securities to certain
institutional and accredited investors for aggregate gross proceeds
of $735,744 (approximately $652,665 after estimated cash offering
expenses) pursuant to certain Subscription Agreements between the
Company and the Investors.  The Company intends to use the net
proceeds for working capital purposes.

Pursuant to the Subscription Agreements, the Company issued shares
of Class A Convertible Preferred Stock and warrants to purchase
common stock of the Company.  The shares and warrants were issued
as a unit consisting of (i) one share of Class A Convertible
Preferred Stock of the Registrant and (ii) one warrant to purchase
eight shares of Common Stock at an exercise price of $0.50 per
share, which were immediately exercisable and may be exercised at
any time on or before March 31, 2019.  A total of 61,313 Units were
issued in exchange for gross proceeds of $735,744, or $12.00 per
Unit, in November and December 2014.

Emergent Financial Group, Inc., served as the Company's placement
agent in this transaction and received, a commission of 10% and a
non-accountable finance fee of 3% of the aggregate gross proceeds
received from such Investors, in addition to the reimbursement of
legal expenses of up to $40,000.  Emergent Financial Group, Inc.,
will also be issued a warrant to purchase three shares of Common
Stock at an exercise price of $0.50 per share for each Unit issued
in this transaction.  The Company and Emergent Financial Group,
Inc. have agreed that the offering of Units to new Investors will
be extended through Feb. 28, 2015.

                          About Cryoport

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

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

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

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


CURO HEALTH: Moody's Assigns B3 CFR & Rates New 1st Lien Loan B2
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
a B3-PD Probability of Default Rating to Curo Health Services
Holdings, Inc. Concurrently, Moody's assigned a B2 rating to the
company's proposed first lien senior secured credit facilities. The
rating outlook is stable.

The first lien credit facilities will be comprised of a $45 million
revolving credit facility and a $380 million term loan. The company
has received commitments for the $120 million of second lien senior
secured notes (unrated) in a private offering. The proceeds of the
debt issuance along with an equity contribution from equity sponsor
Thomas H. Lee L.P. will be used to fund the acquisition of the
company.

The following ratings have been assigned subject to review of final
documentation:

Curo Health Services Holdings, Inc.

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

First lien senior secured credit facilities at B2 (LGD3)

Rating outlook: stable

The following ratings are unchanged and will be withdrawn upon
closing:

Curo Health Services, LLC

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

First lien senior secured credit facilities at B2 (LGD3)

Second lien senior secured term loan at Caa2 (LGD5)

Rating Rationale

The B3 CFR reflects Moody's assessment of risk arising from Curo's
singular focus on the hospice industry, its high revenue
concentration from Medicare (roughly 95% of total revenue) and the
increasing regulatory oversight of the industry. Moody's expects
that there will be continued focus on containing costs and
improving quality and compliance that will impact Medicare
reimbursement over the next few years. The rating also reflects the
company's small size, the presence of considerable competition in a
fragmented industry and high financial leverage. Moody's expects
debt/EBITDA to remain in the high 5.0 times range over the next
12-18 months. The rating also incorporates Moody's consideration of
the integration risks from the recent SouthernCare acquisition in
May 2014, which nearly doubled the company's revenue base, as well
as uncertainty related to the litigation and regulatory
environment.

The rating is supported by Curo's position as the third largest
for-profit hospice operator in the US. Moody's also recognizes
Curo's recent revenue growth and management's track record of
integrating previous acquisitions. In addition, Moody's anticipates
that Curo's capital expenditures will remain modest and that the
company will use free cash flow for debt reduction.

The stable rating outlook reflects Moody's expectation that Curo's
revenue and EBITDA will increase modestly over the next 12-18
months. The stable outlook also reflects Moody's expectation that
the company will delever and maintain good liquidity.

Prior to a positive rating action, Moody's would need to gain
comfort that any adverse impact from changes in Medicare
reimbursement will be manageable without materially impairing the
company's operating results or cash flow. In addition, Moody's
could consider a rating upgrade if the company reduces and sustains
debt/EBITDA around 5.5 times.

The ratings could be downgraded if there is a contraction in
operating cash flow, such that free cash flow turns negative, or if
the company's liquidity deteriorates. Ratings could also be
downgraded if litigation risks materialize, the company fails to
integrate SouthernCare successfully, or if debt/EBITDA is expected
to be sustained above 6.5 times.

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

Curo is a hospice provider primarily in Southeastern and
Southwestern U.S, Curo operates 160 locations in 18 states.



CURO HEALTH: S&P Assigns 'B' CCR & Rates $425MM 1st Lien Debt 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to hospice service provider Curo Health Services Holdings
Inc.  The outlook is stable.

At the same time, S&P assigned a 'B' issue rating to the company's
$45 million revolving credit facility and $380 million first-lien
term loan.  The recovery rating on this debt is '3', indicating
S&P's expectations of meaningful recovery (50% to 70%) of principal
in the event of a default.

S&P is also assigning a 'CCC+' issue rating and '6' recovery rating
to the company's $120 million second-lien secured notes, indicating
expectations of negligible recovery (0% to 10%) in the event of
default.

S&P plans to withdraw its 'B' corporate credit rating on Curo
Health Services LLC when the financing is finalized.

"Our assessments of the business and financial risk profiles on the
parent of Curo Health Services are unchanged following the
acquisition of the company,' said Standard & Poor's credit analyst
Tahira Wright.  The "weak" business risk profile reflects its
narrow focus in the very fragmented hospice care industry,
reimbursement risk, and modest scale (under $500 million revenues),
despite the industry's favorable demographics and the company's
improving operational performance over the past few years.  Its
"highly leveraged" financial risk profile considers pro forma the
transaction debt leverage of 7x and funds from operations (FFO) to
debt less than 10% at year-end 2015 and beyond and its sponsor
ownership. As a result, we assess business risk as "weak" and
financial risk as "highly leveraged".

S&P's stable outlook anticipates mid-single-digit volume growth and
relatively flat reimbursement over the next few years.  S&P
believes the company will deploy free operating cash flow to fund
small acquisitions.

A large reimbursement cut or adverse reimbursement change, without
offsetting cost-cutting measures or higher patient volumes, is the
most likely scenario for a downgrade.  S&P estimates a 5% revenue
decline stemming from such an event, absent of any offsets, will
result in a 500-basis-point EBITDA margin reduction and reduce free
operating cash flow to negligible levels, and precipitate a
downgrade.

An upgrade is unlikely over the next few years given Curo's high
debt leverage, which S&P expects to remain above 6x over this
period.  However, if revenue growth well exceeds S&P's base case,
and the company deploys internally generated cash over the next
couple to debt repayment, S&P could raise the ratings.  S&P would
also need to believe that sponsors would operate the company with
debt to EBITDA below 5x on a sustained basis.  In S&P's view, debt
to EBITDA does not approach 5x unless revenues increase by 12% in
2015.



DAHL'S INC: Finds Separate Buyer for Iowa Real Estate
-----------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Dahl's Foods found a buyer willing to pay $2.8
million for real estate, buildings and equipment in Clive, Iowa.

According to the report, Dahl's said Equity Ventures Commercial
Development LC has agreed to purchase the Clive real estate and
reduced the based purchase price to $3.5 million in the grocery
chain's agreement with Associated Wholesale Grocers Inc., which is
the stalking horse bidder for substantially all of Dahl's assets.

Bloomberg said AWG agreed to serve as the back-up purchaser of the
Clive real estate for $1 million if the sale to Equity Ventures
falls through.

As previously reported by The Troubled Company Reporter, citing the
Des Moines Register, an auction was held in the law offices of
Bradshaw, Fowler, Proctor & Fairgrave in Des Moines, Iowa, for
Dahl's assets, but a winning bidder has not yet been revealed.

A sale hearing will be held on Jan. 30, 2015.

                        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.


DANIEL GORDON: Ex-Wall Street Trader Hid Millions From Court
------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Daniel Gordon, who filed for Chapter 7 protection in October 2009,
recently met the ire of a bankruptcy judge, who refused to let him
get rid of his debts through bankruptcy because of repeated lies to
the court.

According to the report, the accumulation of deceits and excuses
from Daniel Gordon "helped destroy his credibility and, quite
frankly, insulted the intelligence of the court," Judge Robert
Gerber in U.S. Bankruptcy Court in Manhattan wrote in a Jan. 13
ruling.  The court’s order, which follows a two-day trial held in
May 2013, denied Mr. Gordon the ability to use the bankruptcy
process to discharge tens of millions of dollars in debt, the
Journal related.


DEB STORES: Has Final Authorization for $25-Mil. DIP Financing
--------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross has authorized Deb Stores
to obtain $25 million secured postpetition superpriority financing

from PNC Bank, National Association, as agent and lender, and use
cash collateral.

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

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

   * Borrowers:       Debtors.

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

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

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

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

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

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

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

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

The order contemplates repayment of the DIP Revolving Credit
Lenders and the Term Loan Lenders, as the case may be, from the
proceeds of the disposition of the Debtors' assets.  As reflected
in the budget, the Debtors anticipate that the Prepetition
Revolving Credit Lenders and the DIP Revolving Credit Lenders will

be paid in full from the proceeds of the sale.  Following a
payment of the Revolving Credit Obligations, the interim order
provides that the Term Loan Lenders will receive an initial pay-
down of no less than $9.2 million upon the closing of a stalking
horse agreement with liquidators, or a higher or better bid, and
possible subsequent payments as set forth in the interim order.

                          About Deb Stores

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

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

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

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

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



DENBURY RESOURCES: S&P Revises Outlook to Neg. & Affirms 'BB' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Plano,
Texas-based Denbury Resources Inc. to negative from stable.  At the
same time, S&P affirmed all existing ratings, including its 'BB'
corporate credit rating on the company, its 'BBB-' issue-level
rating on its senior secured bank debt, its 'BB' rating on its
subordinated notes.  The '4' recovery rating on the subordinated
notes and the '1' recovery rating on the bank loan debt are
unchanged.

"The outlook revision reflects our expectation that Denbury's
credit measures will deteriorate over the next two years based on
our revised price deck," said Standard & Poor's credit analyst
Christine Besset.

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 funds from operations (FFO)/debt to
weaken to about 20% in 2015.

S&P's ratings on Denbury, an independent E&P company, continue to
reflect the capital-intensive and high operating costs of its
tertiary oil operations and its aggressive capital spending
program.  The ratings incorporate S&P's "fair" business risk,
"significant" financial risk, and "adequate" liquidity assessments.
The ratings also reflect the company's significant production of
high-priced oil and its relatively low-risk exploitation strategy.

The outlook is negative, reflecting S&P's expectation that
Denbury's credit measures will deteriorate in the next two years
under S&P's pricing assumptions.



DEWEY & LEBOEUF: Former Dewey Executives Settle $22 Million Suit
----------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
the trustee liquidating Dewey & LeBoeuf LLP's estates have entered
into a settlement with its former chief financial officer, Joel
Sanders, and former executive director, Stephen DiCarmine, although
terms of the settlements were confidential.

According to the report, an order signed by U.S. Bankruptcy Judge
Martin Glenn in New York simply said, "The court has been informed
that the parties have settled this matter."  The defunct firm's
trustee sought to recover nearly $22 million from the two former
executives.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DIGITAL RIVER: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1
--------------------------------------------------------------
Moody's Investors Service has assigned first-time corporate family
and probability of default ratings ("CFR" and "PDR", respectively)
of B2 and B2-PD, respectively, to Digital River, Inc. Moody's also
assigned B1 ratings to the $10 million revolver and $255 million
first lien term loan and a Caa1 rating to the $80 million second
lien term loan. The rating outlook is stable.

The proceeds from the financing, along with company cash and a
sponsor equity contribution, will be used by an affiliate of Siris
Capital Group, LLC to acquire Digital River in a transaction valued
at about $842 million.

Ratings Rationale

The B2 CFR reflects Digital River's concentrated business profile
and small scale relative to larger technology and payment
processing companies with greater financial resources. Digital
River is heavily reliant on Microsoft, which represents about one
third of total revenues. While the company recently extended its
contract with Microsoft to March 2017 (with Microsoft having the
option to extend for up to 4 separate 6 month renewal terms), the
risk of a contract downsizing or termination at maturity represents
a key rating constraint. As such, the B2 rating reflects Moodys'
expectation that Digital River will reduce leverage to 5 times
adjusted debt to EBITDA by the end of 2016 and further diversify
its revenue stream through accelerated growth in its Branded
Manufacturing Commerce and Payments businesses.

The rating also considers the modest profitability (low teens
operating margin percentage) and cash flow (low to mid single digit
free cash flow to debt ratios) as Digital River engages in
significant cost saving initiatives and ramps up its Branded
Manufacturing Commerce over the next year. Moody's expects that it
will take the Branded business a couple of years to generate
meaningful profits given sales and technology investments and the
time required to win new business.

The rating is supported by a longstanding client base of leading
software companies and favorable industry dynamics. Moody's
anticipates a rapidly growing global eCommerce market (projected
growth rates above 10%), with greater online penetration
opportunities abroad and in industries outside of Digital River's
core software vertical.

The stable outlook reflects Moody's expectation that Digital River
will generate at least mid-single digit annual revenue growth and
steadily improving profitability with leverage improving to about 5
times over the next two years. Operating performance will likely be
supported by the growth rate of the global eCommerce market which
is expected to grow at multiples of Moody's projected global GDP
growth of 3% in 2015 and 2016.

The ratings could be upgraded if Digital River achieves double
digit revenue growth, an increasingly diversified customer base,
free cash flow to debt of at least 10%, and adjusted debt to EBITDA
below 3.5 times on a sustained basis with an expectation of
disciplined financial policies. Downward ratings pressure could
arise if adjusted debt to EBITDA is expected to be sustained above
5 times, financial policies become more aggressive with debt funded
dividend payments or acquisitions, liquidity deteriorates (e.g.,
negative cash flow or decreasing covenant cushion), or customer
churn increases.

The following first-time ratings/assessments were assigned:

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

Senior Secured Revolving Credit Facility -- B1 (LGD3)

Senior Secured First Lien Term Loan -- B1 (LGD3)

Senior Secured Second Lien Term Loan -- Caa1 (LGD5)

The rating outlook is stable.

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.

Digital River, Inc., with projected annual revenues of about $400
million, is a provider of eCommerce solutions that support the sale
and fulfillment of primarily software and gaming products. The
company also provides online payment processing services.



DIGITAL RIVER: S&P Assigns Preliminary 'B-' CCR; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its preliminary
'B-' corporate credit rating to Minnetonka, Minn.-based Digital
River Inc.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B' issue-level rating
and preliminary '2' recovery rating to the company's proposed $10
million first-lien revolver maturing 2020 and $255 million
first-lien term loan maturing 2021.  The preliminary '2' recovery
rating indicates S&P's expectation for substantial (70%-90%)
recovery in the event of a payment default.

Additionally, S&P assigned a preliminary 'CCC' issue-level rating
and preliminary '6' recovery rating to the company's proposed $80
million second-lien term loan maturing 2022.  The preliminary '6'
recovery rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

The final 'B-' corporate credit rating and issue ratings are
subject to receipt and review of final documentation.

"The ratings on Digital River reflect the company's relatively
small scale and significant client concentration within the highly
competitive and fragmented e-commerce solutions market," said
Standard & Poor's credit analyst Jenny Chang.

The ratings also reflect pro forma leverage in the mid-6x area as
of Dec. 31, 2014, which S&P expects to subside to the low- to
mid-5x area by Dec. 31, 2015.  Over the coming year, S&P expects
the company will realize a portion of the planned cost reduction
thus improving EBITDA margins and reducing leverage.

The stable outlook reflects S&P's view that Digital River will
achieve low- to mid-single-digit revenue growth and a modest level
of cost reduction to improve EBITDA and free cash flow over the
coming year.

The company's size, considerable customer concentration, and
private equity ownership limit the likelihood of an upgrade over
the coming year.  However, S&P could raise the rating over the
longer term if the company can gain meaningful scale, diversify its
customer base, and improve profitability.

S&P could lower the rating if increased competition leads to
elevated pricing pressure or a spike in attrition resulting in a
weakening liquidity position.



DOMARK INTERNATIONAL: Incurs $756,000 Net Loss in Nov. 30 Qtr.
--------------------------------------------------------------
Domark International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $757,000 on $0 of sales for the three months ended Nov.
30, 2014, compared to a net loss of $520,000 on $0 of sales for the
same period in 2013.

For the six months ended Nov. 30, 2014, the Company reported a net
loss of $1.41 million on $0 of sales compared to a net loss of
$1.28 million on $0 of sales for the same period a year ago.

As of Nov. 30, 2014, the Company had $1.39 million in total assets,
$3.20 million in total liabilities, and a $1.81 million
stockholders' deficit.

The Company said it has inadequate working capital to maintain or
develop its operations, and is dependent upon funds from private
investors, promissory notes from lenders, and the support of
certain stockholders.  The Company maintained these factors raise
substantial doubt about the ability of the Company to continue as a
going concern.

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

                       http://is.gd/wUEJmN

                    About Domark International

Based in Lake Mary, Florida, DoMark International, Inc., was
incorporated under the laws of the State of Nevada on March 30,
2006.  The Company was formed to engage in the acquisition and
refinishing of aged furniture using exotic materials and then
reselling it through interior decorators, high-end consignment
shops and online sales.  The Company abandoned its original
business of exotic furniture sales in May of 2008 and pursued the
acquisition of entities to best bring value to the company and its
shareholders.


EINSTEIN NOAH: S&P Affirms 'B+' CCR then Withdraws Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating with a stable outlook on Einstein Noah Restaurant
Group Inc.  Subsequently, S&P withdrew the rating on the company at
the issuer's request.

The company now operates as a subsidiary of JAB Holdings.



ENERGY FUTURE: American Stock Appointed as Committee Member
-----------------------------------------------------------
The U.S. Trustee for Region 3 appointed American Stock Transfer &
Trust Company, LLC, to the official committee of unsecured
creditors of Energy Future Holdings Corp.

American Stock replaced Mark Landon who resigned from the
committee, according to a filing with the U.S. Bankruptcy Court in
Delaware.

The unsecured creditors' committee is now composed of:

     (1) Brown & Zhou, LLC
         Attn: Mabel Brown
         c/o Belleair Aviation, LLC
         565 Metro Place S., Suite 300
         Dublin, OH 43017
         Phone: 614-581-7858

     (2) Peter Tinkham
         1010 Wimberly Court
         Allen, TX 75013
         Phone: 972-390-0171

     (3) Shirley Fenicle, as successor-in-interest
         to the Estate of George Fenicle
         c/o Kazan, McClain
         Satterley & Greenwood, PLC
         Attn: Steven Kazan
         55 Harrison Street, Suite 400
         Oakland, CA 94607
         Phone: 510-302-1000
         Fax: 510-835-4913

     (4) David William Fahy
         c/o Early, Lucarelli
         Sweeney & Meisenkothen, LLC
         Attn: Ethan Early
         One Century Tower
         11th Floor, 265 Church Street
         New Haven, CT 06510
         Phone: 203-777-7799
         Fax: 203-785-1671

     (5) American Stock Transfer & Trust Company, LLC
         c/o Erica J. Goodstein, Senior Counsel
         6201 15th Avenue
         Brooklyn, NY 11219
         Phone: 718-921-8180
         Fax: 718-331-1852

                     About Energy Future

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

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

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

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

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

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

The EFIH unsecured creditors supporting the restructuring agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor.  

The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen &  Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

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

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


ENERGY FUTURE: Needs More Time to Continue Plan Discussions
-----------------------------------------------------------
Energy Future Holdings Corp., et al., filed a second motion asking
the U.S. Bankruptcy Court for the District of Delaware to further
extend the periods during which they have the exclusive right to
file a Chapter 11 to the end of the statutory period provided by
Section 1121 of the Bankruptcy Code, through and including
Oct. 29, 2015.

The Debtors also ask the Court to further extend their exclusive
periods for an additional 60 days to solicit votes on their Chapter
11 plan, as provided by Section 1121, through and including Dec.
29, 2015.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that plan discussions for the
Debtors are in their early stages and maintaining the exclusivity
periods is critical to the Debtors’ ability to advance plan
discussions beyond the early stages.  If granted an extension of
the Exclusivity Periods, the Debtors’ priority will be to
facilitate a continued dialogue with their various stakeholders
relating to all of the issues in the case, including, most
importantly, the plan of reorganization, Mr. Madron adds.

A hearing on the extension request is scheduled for Feb. 10, 2015,
at 9:30 a.m.  Objections are due Feb. 3.

                     About Energy Future

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

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

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

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

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

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

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

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

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


ENRIZON WORLDWIDE: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Enrizon Worldwide, Inc.
        c/o Roger Schlossberg
        18421 Henson Boulevard, Suite 201
        Hagerstown, MD 21742

Case No.: 15-10863

Chapter 11 Petition Date: January 21, 2015

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Hon. Paul Mannes

Debtor's Counsel: Paul Sweeney, Esq.
                  YUMKAS, VIDMAR & SWEENEY, LLC
                  10211 Wincopin Circle, Suite 500
                  Columbia, MD 21044
                  Tel: (443) 569-5972
                  Fax: (410) 571-2798
                  Email: psweeney@yvslaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Roger Schlossberg, Ch. 7 Trustee, sole
director.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb15-10863.pdf


EVERYWARE GLOBAL: Gets Another NASDAQ Noncompliance Notice
----------------------------------------------------------
EveryWare Global, Inc., received on Jan. 15, 2015, a deficiency
notice from the NASDAQ Stock Market stating that for the last 30
consecutive business days, the Company had not met the $1 per share
minimum bid price continued listing standard as required by Rule
5450(a)(1).  As provided in the NASDAQ rules, the Company has 180
calendar days, or until July 14, 2015, to regain compliance.  To
regain compliance, the minimum bid price of the Company's
securities must be at least $1 for a minimum of ten consecutive
business days at any time prior to July 14, 2015.

As previously disclosed, on Nov. 19, 2014, the Company received a
deficiency notice from NASDAQ stating that for the last 30
consecutive business days, the Company had not met the $15 million
minimum market value of publicly held shares continued listing
standard as required by Rule 5450(b)(3)(C).  As provided in the
NASDAQ rules, the Company has 180 calendar days, or until May 18,
2015, to regain compliance.  To regain compliance, the market value
of the Company's publicly held shares must be $15 million or more
for a minimum of ten consecutive business days at any time prior to
May 18, 2015.

If the Company has not regained compliance prior to May 18, 2015,
the Company will consider whether to apply to transfer its common
stock to the NASDAQ Capital Market.  The ability to transfer to the
NASDAQ Capital Market would be dependent upon the Company meeting
the applicable listing requirements for that exchange.  If the
Company does not transfer its securities to the NASDAQ Capital
Market or regain compliance with Rule 5450(b)(3)(C) by May 18,
2015, the NASDAQ staff will issue a notice that its securities are
subject to delisting.  The Company then has the right to appeal the
decision to a NASDAQ Listing Qualifications Panel.

If the Company is eligible to, and decides to, transition to the
NASDAQ Capital Market, the transition would not impact the
Company's obligation to file periodic reports and other reports
with the Securities and Exchange Commission under applicable
federal securities laws.

                          About EveryWare

EveryWare Global, Inc. is a global marketer of tabletop and food
preparation products for the consumer and foodservice markets,
with operations in the United States, Canada, Mexico, Latin
America, Europe and Asia.  Its global platform allows it to market
and distribute internationally its total portfolio of products,
including bakeware, beverageware, serveware, storageware,
flatware, dinnerware, crystal, buffetware and hollowware; premium
spirit bottles; cookware; gadgets; candle and floral glass
containers; and other kitchen products, all under a broad
collection of widely-recognized brands.

For the six months ended June 30, 2014, the Company reported a net
loss of $65.3 million on $195 million of total revenues
compared to a net loss of $2 million on $200 million of total
revenue for the same period during the prior year.

As of June 30, 2014, the Company had $274 million in total
assets, $400 million in total liabilities, and a $126 million
stockholders' deficit.

                            *    *    *

As reported by the TCR on Aug. 6, 2014, Standard & Poor's Ratings
Services raised its corporate credit rating on EveryWare Global
Inc. to 'CCC+' from 'CCC-'.  "The upgrade reflects our view that a
default scenario is less likely as a result of a $20 million
investment from majority owner, Monomoy Capital Partners, in
addition to a waiver received for the covenant default in the
quarter ended March 2014 and the expected covenant default in the
quarter ended June 2014.


EXPRESS LLC: Buyout Termination No Impact on Moody's Ba3 Rating
---------------------------------------------------------------
Moody's Investors Service said that the termination of buyout
discussions between Express LLC ("Express", Ba3 stable) and private
equity firm Sycamore Partners is credit positive since it reduces
the near-term possibility of a leveraged buyout. The termination
has no impact on Express' ratings or outlook, but operating
challenges from fast fashion competition and ecommerce remain.

Express LLC, headquartered in Columbus, Ohio, is an apparel
retailer targeting 20- to 30-year-old men and women. The company
operates 640 retail stores in the United States, Canada and Puerto
Rico. It also franchises stores in South Africa, the Middle East
and Latin America. Revenues for the twelve months ended November 1,
2014 were about $2.2 billion.



FANNIE MAE: FHFA Releases 2015 Corporate Performance Goals
----------------------------------------------------------
The Federal Housing Finance Agency released the 2015 corporate
performance goals and related targets for Fannie Mae and Freddie
Mac including the relative weighting of each goal.  These corporate
performance goals and targets are referred to as the 2015
conservatorship scorecard.

A principal element of compensation for each of the Company's
current officers who is identified as an "executive officer" in the
Company's Annual Report on Form 10-K for the year ended
Dec. 31, 2013, other than the Company's chief executive officer is
deferred salary, a portion of which is subject to reduction, or
"at-risk," based on performance.  The Company expects that one half
of its executives' at-risk deferred salary for 2015 will be subject
to reduction based on the company's performance against the 2015
conservatorship scorecard.  FHFA will have the primary role in
determining whether Fannie Mae has achieved the goals set forth in
the 2015 conservatorship scorecard, with input from management and
Fannie Mae's Board of Directors.

2015 Conservatorship Scorecard (Corporate Performance Goals)
For all Scorecard items, Fannie Mae and Freddie Mac (the
Enterprises) and Common Securitization Solutions will be assessed
based on the following criteria:

   * The extent to which each Enterprise conducts initiatives in a
     safe and sound manner consistent with FHFA's expectations for
     all activities;

   * The extent to which the outcomes of their activities support
     a competitive, resilient, and liquid secondary mortgage
     market to the benefit of homeowners and renters;

   * The extent to which each Enterprise conducts initiatives with
     the appropriate consideration for diversity and inclusion
     consistent with FHFA's expectations for all activities;

   * Cooperation and collaboration with FHFA, each other, the
     industry, and other stakeholders as appropriate; and

   * The quality, thoroughness, creativity, effectiveness, and
     timeliness of their work products.

Maintain, in a safe and sound manner, credit availability and
foreclosure prevention activities for new and refinanced mortgages
to foster liquid, efficient, competitive, and resilient national
housing finance markets. [40%]

Reduce taxpayer risk through increasing the role of private capital
in the mortgage market. [30%]

Build a new single-family securitization infrastructure for use by
the Enterprises and adaptable for use by other participants in the
secondary market in the future. [30%]

A full-text copy of the Form 8-K disclosure is available at:

                        http://is.gd/oL0kP9

                          About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

Fannie Mae reported net income of $84.0 billion on $117.54
billion of total interest income for the year ended Dec. 31, 2013,
as compared with net income of $17.2 billion on $129 billion
of total interest income for the year ended Dec. 31, 2012.

As of March 31, 2014, the Company had $3.22 trillion in total
assets, $3.21 trillion in total liabilities and $8.09 billion in
total equity.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency ("FHFA") since Sept. 6, 2008.  Fannie Mae
has not received funds from Treasury since the first quarter of
2012.  The funding the company has received under its senior
preferred stock purchase agreement with Treasury has provided the
company with the capital and liquidity needed to fulfill its
mission of providing liquidity and support to the nation's housing
finance markets and to avoid a trigger of mandatory receivership
under the Federal Housing Finance Regulatory Reform Act of 2008.
For periods through March 31, 2014, Fannie Mae has requested
cumulative draws totaling $116.1 billion and paid $121.1 billion
in dividends to Treasury.  Under the senior preferred stock
purchase agreement, the payment of dividends cannot be used to
offset prior draws.  As a result, Treasury maintains a liquidation
preference of $117.1 billion on the Company's senior preferred
stock.


FISKER AUTOMOTIVE: Committee's Professionals Won't Get Extra Pay
----------------------------------------------------------------
Bankruptcy Judge Kevin Gross denied the request of professionals
hired by the Official Committee of Unsecured Creditors in the
Chapter 11 cases of FAH Liquidating Corp., f/k/a Fisker Automotive
Holdings, Inc., et al., for a fee enhancement and substantial
contribution compensation.

The Committee's Professionals' request:

                                                   Percentage
  Professionals    Aggregate Fees    Enhancement   Enhancement
  -------------    --------------    -----------   -----------
Brown Rudnick LLP   $3,337,694.50  $1,744,876.00       52.3%
Saul Ewing LLP        $303,180.50    $172,151.50       56.8%
Emerald Capital       $997,925.00    $572,300.00       57.3%
  Advisors
  Corporation  
                   --------------    -----------   -----------
TOTALS              $4,638,800.00  $2,489,327.50       53.7%

Hybrid Tech Holdings, LLC and the United States Trustee filed
objections to the request.

"The Court is disinclined to award fee enhancements in cases where
professionals have been paid handsome market-rate hourly fees and
creditors have received less than full recovery. Some of the
attorneys in this case charged and were paid over $1,000 per hour.
When attorneys are paid at that rate, the Court expects that work
performed will be exceptional," Judge Gross said.

The Court also denied the Committee's fee request of $53,533.00 for
the time spent preparing for the fee enhancement dispute. The Court
finds that the fee enhancement arguments were not a service
provided for the benefit of the estate and the work was not
authorized by the terms of engagement. The Court also finds that
the Committee inappropriately billed $99,966.50 for work related to
the liquidating trust, and denied this fee. Brown Rudnick was
working on matters which belonged to the liquidating trust and
outside the role of committee counsel. Finally, the Court also
denied the Professionals' request for substantial contribution
compensation, finding that the Committee is statutorily ineligible
and also because they missed the September 12, 2014, administrative
claim bar date. The Professionals are statutorily ineligible for a
substantial contribution claim because they are not a creditor,
indenture trustee, equity security holder or a committee appointed
under a section of the Bankruptcy Code other than Section 1102. 11
U.S.C. Sec. 503(b)(3)(D).

A copy of the Court's January 21, 2015 Opinion is available at
http://is.gd/VDgBunfrom Leagle.com.

                      About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C.,
Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James
E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel;
Beilinson Advisory Group as restructuring advisors; and Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

On Nov. 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.

On Feb. 19, 2014, the Bankruptcy Court approved the sale of
Fisker's assets to Wanxiang America Corporation.  The sale closed
on March 24.  The sale to Wanxiang is valued at approximately $150
million, Fisker said in a news statement.

On March 27, 2014, the Court authorized Fisker Automotive Holdings
to change its name to FAH Liquidating Corp. and its affiliate,
Fisker Automotive Inc., to FA Liquidating Corp., following the
sale.

FA Liquidating Corp. (F/K/A Fisker Automotive, Inc.) and FAH
Liquidating Corp. (F/K/A Fisker Automotive Holdings, Inc.)
notified the U.S. Bankruptcy Court for the District of Delaware
that their Second Amended Chapter 11 Plan of Liquidation became
effective as of Aug. 13, 2014.


FREE LANCE-STAR: Court Confirms Plan; Budget Updated
----------------------------------------------------
The Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia confirmed the amended joint Chapter 11
plan of liquidation proposed by VA Newspaper Debtor Co. a.k.a. Free
Lance-Star Publishing and the Official Committee of Unsecured
Creditors.

The Debtor and Committee updated a wind-down budget under the plan.
A full-text copy of the budget is available for free at
http://is.gd/RDdsCx

As reported in the Troubled Company Reporter on Oct. 14, 2014,
under the plan, priority claims will be paid in full in cash while
interests in VA Newspaper and its affiliate VA Real Estate Debtor
LLC will be canceled.  Unsecured creditors of VA Newspaper will
receive  payments from a fund to be established by the company.
Meanwhile, creditors holding unsecured claims against VA Real
Estate may not receive any distribution under the plan.

DSP Acquisition LLC will receive, among other things, $13.8 million
for its secured claim from the proceeds of the sale of the
companies' major assets.  It will also receive 50% of distributions
from a fund on account of its so-called "deficiency claim" against
VA Newspaper.

The terms of the settlement agreement that VA Newspaper and the
committee made with DSP Acquisition and Pension Benefit Guaranty
Corp. LLC are incorporated in the plan.  The July 24 agreement
resolves disputes and provides for the disposition of the sale
proceeds as well as the companies' remaining assets.

The liquidation plan does not provide for the substantive
consolidation of the companies.  After the plan takes effect, any
move to substantively consolidate the companies will be barred.

A full-text copy of the latest version of the disclosure statement
dated Sept. 29 is available for free at http://is.gd/gyvRZN

               About The Free Lance-Star Publishing

The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a
publishing, newspaper, radio and communications company based in
Fredericksburg, Virginia and owned by the family of Josiah P. Rowe
III.  FLS's single, seven-day a week newspaper, The Free Lance-Star
was first published in 1885 when a group of local Fredericksburg
merchants and businessmen created the paper to serve the news and
advertising needs of the community.  FLS also owns radio stations
WFLS-AM, FLS-FM, and WVBX.  FLS owns the community and news portal
http://www.fredericksburg.com/

FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case
No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014.  William
Douglas Properties, L.L.C., a related entity that owns a portion of
the land pursuant to which FLS operates certain aspects of its
business, also sought bankruptcy protection.

Judge Keith L. Phillips was initially assigned to the cases, but
the cases were reassigned to Judge Kevin R. Huennekens on the
Petition Date.

The Debtors have tapped Lynn L. Tavenner, Esq., and Paula S. Beran,
Esq., at Tavenner & Beran, PLC, as counsel; and Protiviti, Inc., as
financial advisor.

The U.S. Trustee for Region 4 appointed three members to the
official committee of unsecured creditors.


G-STAR SCHOOL: S&P Revises Outlook to Stable & Affirms 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'B+' long-term rating on Palm Beach
County, Fla.'s $4.5 million series 2005 tax-exempt and taxable
revenue bonds, issued for G-Star School of the Arts.

"The outlook revision reflects our view of the school's improved
financial performance in fiscal 2014, contrary to our
expectations," said Standard & Poor's credit analyst Phillip Pena.



GASFRAC ENERGY: Launching Sale and Investment Solicitation Process
------------------------------------------------------------------
GASFRAC Energy Services Inc. said in a court filing it anticipates
to bring an application to the Canadian Court to seek approval for
a Sale and Investment Solicitation Process ("SISP").

Following a review of the Debtors' prospects and in light of the
decline in revenues, a special committee of the Debtors' directors
was formed in the fall of 201 to seek strategic alternatives for
the Debtors.  The special committee retained CIBC World Markets
Inc. in November 2014 to explore and evaluate a range of strategic
alternatives to maximize value for the Debtors and their
stakeholders, including but not limited to pursuing a sale of all
or a portion of the Debtors' equipment.  While CIBC has been unable
to close a transaction in the short time it has been working with
the Debtors, CIBC has identified potential parties with whom
restructuring options may be pursued in the context of the Canadian
Proceedings and the proposed Chapter 15 proceedings.

"The Debtors, together with EY and CIB, have been working together
to create a Sale and Investment Solicitation Process ("SISP")
intended to generate interest in either the business or the assets
of the Debtors, with the goal of maximizing value and creating the
foundations of a plan of compromise in the Canadian Proceedings or
arrangement to stake holders.  The Debtors anticipate that they
will bring an application to the Canadian Court within the next
week or two to seek approval for a SISP," Ernst & Young said in a
filing with the U.S. Bankruptcy Court for the Western District of
Texas on Jan. 15, 2015.

"In addition to a SISP, the Debtors intend to also pursue
alternative options as part of a restructuring, such as reducing or
compromising its obligations, minimizing operating costs in various
ways, including reducing unnecessary staff and conducting one-off
asset sales of surplus assets.  Any of these efforts will be
undertaken for the purpose of further enhancing the Debtors' term
financial health and liquidity, with the goal of presenting a plan
of compromise or arrangement to creditors to maximize value for the
benefit of the Debtors' stakeholders."

While their balance sheet assets are in excess of liabilities, the
Debtors have cash flow issues which require them to undertake some
form of restructuring, coupled with cost cutting and/or a capital
injection.  As a result the Debtors are not currently able to pay
obligations as they come due.  Therefore, the Debtors are
insolvent.  The Canadian Proceedings and Chapter 15 proceedings are
intended to allow the Company an opportunity as a going concern
while maximizing value for all of its stakeholders.

A copy of E&Y's application in U.S. Court for a temporary
restraining order is available for free at:

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

A copy of E&Y's expedited petition for recognition of the Canadian
proceeding as "foreign main proceeding" is available for free at:

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

A copy of E&Y's statement under Fed. R. Bankr. P. 1007(A)(4) is
available for free at:

        http://bankrupt.com/misc/GASFRAC_1007_Statement.pdf

                       About GASFRAC Energy

Headquartered in Calgary, Canada, GASFRAC Energy Services Inc. --
http://www.gasfrac.com/-- is an oil and gas service company, whose
business is to provide liquid petroleum gas (LPG) fracturing
services to oil and gas companies in Canada and the United States
of America.  As of Dec. 31, 2011, GASFRAC had three 32 tons and
nine 100 tons sand storage vessels, 47 fracturing pumpers, 150 LPG
storage tanks and related equipment.  GASFRAC's services are
marketed and operated under the name of its wholly owned subsidiary
GASFRAC Energy Services Limited Partnership.

GASFRAC commenced proceedings and obtained court protection under
the CCAA pursuant to an initial order granted by the Court of
Queen's Bench, in the Province of Alberta, on Jan. 15, 2015.  Ernst
& Young, LLP was appointed monitor.

Ernst & Young Inc., as monitor, sought protection under Chapter 15
of the U.S. Bankruptcy Code for GASFRAC Energy Services Inc. and
its five affiliates on Jan. 15, 2015 (Bankr. W.D. Tex., Case No.
15-50161), to seek recognition of the Canadian proceedings.  The
Chapter 15 cases are assigned to Judge Craig A. Gargotta.

GASFRAC is represented by Timothy S. Springer, Esq., Steve A.
Peirce, Esq., and Louis R. Strubeck, Esq., at Fulbright & Jaworski
LLP., in the U.S. cases.


GASFRAC ENERGY: Seeks Joint Administration of Ch. 15 Cases
----------------------------------------------------------
Ernst & Young LLP, as monitor and foreign representative, asks the
U.S. Bankruptcy for the Western District of Texas to order the
joint administration of the Chapter 15 cases of GASFRAC Energy
Services Inc. and its five affiliates.

The Debtors are a group of Canadian-based companies who have filed
for restructuring under the Companies' Creditors Arrangement Act in
Canada.  Granting of emergency relief for joint administration will
result in savings to the Debtors and ease of administration for the
court and the creditors sooner rather than later.

                       About GASFRAC Energy

Headquartered in Calgary, Canada, GASFRAC Energy Services Inc. --
http://www.gasfrac.com/-- is an oil and gas service company, whose
business is to provide liquid petroleum gas (LPG) fracturing
services to oil and gas companies in Canada and the United States
of America.  As of Dec. 31, 2011, GASFRAC had three 32 tons and
nine 100 tons sand storage vessels, 47 fracturing pumpers, 150 LPG
storage tanks and related equipment.  GASFRAC's services are
marketed and operated under the name of its wholly owned subsidiary
GASFRAC Energy Services Limited Partnership.

GASFRAC commenced proceedings and obtained court protection under
the CCAA pursuant to an initial order granted by the Court of
Queen's Bench, in the Province of Alberta, on Jan. 15, 2015.  Ernst
& Young, LLP was appointed monitor.

Ernst & Young Inc., as monitor, sought protection under Chapter 15
of the U.S. Bankruptcy Code for GASFRAC Energy Services Inc. and
its five affiliates on Jan. 15, 2015 (Bankr. W.D. Tex., Case No.
15-50161), to seek recognition of the Canadian proceedings.  The
Chapter 15 cases are assigned to Judge Craig A. Gargotta.

GASFRAC is represented by Timothy S. Springer, Esq., Steve A.
Peirce, Esq., and Louis R. Strubeck, Esq., at Fulbright & Jaworski
LLP., in the U.S. cases.


GASFRAC ENERGY: U.S. Court Issues Joint Administration Order
------------------------------------------------------------
Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas, San Antonio Division, issued an order
granting the request of Ernst & Young Inc., as monitor, for joint
administration of the Chapter 15 cases of GASFRAC Energy Services,
Inc., and its debtor affiliates under Case No. 15-50161.

                    About GASFRAC Energy

Headquartered in Calgary, Canada, GASFRAC Energy Services Inc. --
http://www.gasfrac.com/-- is an oil and gas service company, whose
business is to provide liquid petroleum gas (LPG) fracturing
services to oil and gas companies in Canada and the United States
of America.  As of Dec. 31, 2011, GASFRAC had three 32 tons and
nine 100 tons sand storage vessels, 47 fracturing pumpers, 150 LPG
storage tanks and related equipment.  GASFRAC's services are
marketed and operated under the name of its wholly owned subsidiary
GASFRAC Energy Services Limited Partnership.

GASFRAC commenced proceedings and obtained court protection under
the CCAA pursuant to an initial order granted by the Court of
Queen's Bench, in the Province of Alberta, on January 15, 2015, "as
a result of a combination of continuing negative operating results,
limited access at the present time to capital markets for junior
issuers such as the Corporation, reduced industry activity
resulting from depressed petroleum and natural gas commodity prices
and the inability of the Corporation to obtain a suitable offer for
the purchase of the Corporation or its assets after a strategic
alternative process, which commenced on November 13, 2014, that
would satisfy all of the Corporation's existing financial
obligations, both secured and unsecured."

Ernst & Young Inc., as monitor, sought protection under Chapter 15
of the U.S. Bankruptcy Code for GASFRAC Energy Services Inc. and
its five affiliates on Jan. 15, 2015 (Bankr. W.D. Tex., Case No.
15-50161).  The Chapter 15 cases are assigned to Judge Craig A.
Gargotta.

The Chapter 15 Petitioners are represented by Timothy S. Springer,
Esq., Steve A. Peirce, Esq., and Louis R. Strubeck, Esq., at
Fulbright & Jaworski LLP.


GASFRAC ENERGY: U.S. Court Issues Temporary Restraining Order
-------------------------------------------------------------
Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas, San Antonio Division, issued granted the
application of Ernst & Young Inc., as monitor, for temporary
restraining order in the Chapter 15 cases of GASFRAC Energy
Services, Inc., and its debtor affiliates.

Pursuant to the TRO, the U.S. Court stays the commencement or
containuation of any action or proceeding concerning the assets,
rights, obligations or liabilities of the Chapter 15 Debtors,
including any action or proceeding against E&Y in its capacity as
Monitor of the Debtors.

A hearing on preliminary and permanent injunction is set for
Jan. 30, 2015, at 10:00 a.m.  Any party-in-interest may make a
motion seeking relief from, or modification of, the TRO on not less
than two business days' notice to the Monitor's U.S. counsel.

PNC Bank, which agreed to provide interim financing to the Debtors,
is entitled to a continuing lien and security interest in all of
the Debtors’ postpetition assets located in the United States to
secure the postpetition financing.  Accordingly, PNC is granted
valid, binding, enforceable and perfected liens on Debtors’
postpetition assets located in the United States of the same kind,
type and nature as PNC’s liens existing as of the date of the
filing of the Petition for Recognition.

PNC is further entitled to adequate protection for its interest in
the PNC Collateral from any diminution in value resulting from the
use of the Cash Collateral and the use, sale or lease of the PNC
Collateral, the imposition of the automatic stay, and, if sought,
any priming liens imposed on the PNC Collateral.  Accordingly, PNC
is granted valid, binding, enforceable and perfected liens in all
assets of the Debtors in the United States to secure the amount of
their indebtedness equal to any diminution in the value of their
interests in the PNC Collateral subsequent to the date of the
filing of the Petitions for Recognition resulting from the use of
the Cash Collateral and the use, sale or lease of the PNC
Collateral, the imposition of the automatic stay, and, if sought,
the priming liens imposed on the PNC Collateral, whether incurred
before or after the Petition Date.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that in the Canadian proceeding, Gasfrac intends to
pursue restructuring options, including a sale.

According to Bloomberg, the Gasfrac companies in Chapter 15 owed
PNC Bank about C$31 million (US$25.9 million) under a revolving
credit at the end of December.  They also owe Canadian and U.S.
trade suppliers C$3.8 million and C$10 million, respectively, while
about C$40.3 million is owed by the parent company to unsecured
subordinated bondholders, the Bloomberg report said.

                    About GASFRAC Energy

Headquartered in Calgary, Canada, GASFRAC Energy Services Inc. --
http://www.gasfrac.com/-- is an oil and gas service company, whose
business is to provide liquid petroleum gas (LPG) fracturing
services to oil and gas companies in Canada and the United States
of America.  As of Dec. 31, 2011, GASFRAC had three 32 tons and
nine 100 tons sand storage vessels, 47 fracturing pumpers, 150 LPG
storage tanks and related equipment.  GASFRAC's services are
marketed and operated under the name of its wholly owned subsidiary
GASFRAC Energy Services Limited Partnership.

GASFRAC commenced proceedings and obtained court protection under
the CCAA pursuant to an initial order granted by the Court of
Queen's Bench, in the Province of Alberta, on January 15, 2015, "as
a result of a combination of continuing negative operating results,
limited access at the present time to capital markets for junior
issuers such as the Corporation, reduced industry activity
resulting from depressed petroleum and natural gas commodity prices
and the inability of the Corporation to obtain a suitable offer for
the purchase of the Corporation or its assets after a strategic
alternative process, which commenced on November 13, 2014, that
would satisfy all of the Corporation's existing financial
obligations, both secured and unsecured."

Ernst & Young Inc., as monitor, sought protection under Chapter 15
of the U.S. Bankruptcy Code for GASFRAC Energy Services Inc. and
its five affiliates on Jan. 15, 2015 (Bankr. W.D. Tex., Case No.
15-50161).  The Chapter 15 cases are assigned to Judge Craig A.
Gargotta.

The Chapter 15 Petitioners are represented by Timothy S. Springer,
Esq., Steve A. Peirce, Esq., and Louis R. Strubeck, Esq., at
Fulbright & Jaworski LLP.


GENERAL MOTORS: 2nd Cir. Flips Ruling on JPMorgan Term Loan
-----------------------------------------------------------
A three-judge panel of the U.S. Court of Appeals for the Second
Circuit ruled on Wednesday that although JPMorgan Chase Bank never
intended to terminate the Main Term Loan UCC-1 related to the term
loan facility extended to General Motors, the bank authorized the
filing of a UCC-3 termination statement that had that effect.
JPMorgan and Simpson Thacher's repeated manifestations to Mayer
Brown show that JPMorgan and its counsel knew that, upon the
closing of the Synthetic Lease transaction, Mayer Brown was going
to file the termination statement that identified the Main Term
Loan UCC-1 for termination and that JPMorgan reviewed and assented
to the filing of that statement.

The Second Circuit reversed the Bankruptcy Court's grant of summary
judgment for JPMorgan and remanded with instructions to the
Bankruptcy Court to enter partial summary judgment for the
Creditors' Committee as to the termination of the Main Term Loan
UCC-1.

As reported by the Troubled Company Reporter, Peg Brickley, writing
for Daily Bankruptcy Review, noted that the mistake in the
paperwork rendered a $1.5 billion bank loan made years ago to
struggling GM an unsecured debt, rather than a secured loan.  The
ruling, the DBR report said, was a win for unsecured creditors who
have argued for years that a loan from a syndicate led by JPMorgan
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 DBR report
related.

A copy of the Second Circuit's decision is available at
http://is.gd/WtNrBUfrom Leagle.com.

The case is, OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF MOTORS
LIQUIDATION COMPANY, Plaintiff-Appellant, v. JP MORGAN CHASE BANK,
N.A., individually and as Administrative Agent for various lenders
party to the Term Loan Agreement described herein,
Defendant-Appellee, DOCKET NO. 13-2187 (2nd Cir.).

Eric B. Fisher, Esq., Barry N. Seidel, Esq., Katie L. Weinstein,
Esq., and Jeffrey Rhodes, Esq., at Dickstein Shapiro LLP, New York,
NY, represent the Committee.

John M. Callagy, Esq., Nicholas J. Panarella, Esq., and Martin A.
Krolewski, Esq., at Kelley Drye & Warren LLP, New York, NY,
represent the banks.

                       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.


GOLD RIVER VALLEY: Section 341(a) Meeting Set for Feb. 20
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Gold River Valley,
LLC, is scheduled for Feb. 20, 2015, at 9:00 a.m. at RM 7, 915
Wilshire Blvd., 10th Floor, in Los Angeles, California.

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

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

Gold River Valley, LLC, sought Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 15-10691) in Los Angeles, on Jan. 16,
2015.  The case is assigned to Judge Vincent P. Zurzolo.

The Debtor estimated $10 million to $50 million in assets and
$1 million to $10 million in debt.  The schedules of assets and
liabilities and statement of financial affairs are due Jan. 30,
2015.


GOLDEN LAND: Operating Trustee Wants to Hire LaMonica as Counsel
----------------------------------------------------------------
Gregory Messer, Esq., the Chapter 11 Operating Trustee of Golden
Land LLC, asks the U.S. Bankruptcy Court for the Eastern District
of New York for authority to employ LaMonica Herbst & Maniscalco
LLP as his attorneys effective as of Dec. 23, 2014.

The Trustee tells the Court that it is necessary to employ counsel
on his behalf to assist him in the orderly administration of this
estate.  There are numerous issues and assets that must be rapidly
dealt with by the Trustee in this case, including an investigation
into the Debtor's financial affairs to determine what assets can be
liquidated for the benefit of the creditors of this estate,
addressing the real property owned by the Debtor, and the
preparation as may be necessary a plan of reorganization or such
other disposition of this estate.  The Trustee says it will also
require counsel to prepare the necessary motions, applications and
orders and other legal documents that may be required under the
Bankruptcy Code in furtherance of his appointment.

The firm's current hourly rates are:

   Professionals         Hourly Rate
   -------------         -----------
   Para-professionals    $100
   Associates            $275-$400
   Partners              $425-$575

Gary F. Herbst, Esq., member of the firm, assures the Court that
the firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

The firm can be reached at:

   Gary F. Herbst, Esq.
   LaMonica Herbst & Maniscalco, LLP
   3305 Jerusalem Avenue
   Wantagh, NY 11793
   Tel: (516) 826-6500
   Fax: (516) 826-0222
   Email: GFH@LHMLawFirm.com

                       About Golden Land LLC

Golden Land LLC owns real property located at 142-21/27 37th
Avenue, Queens, New York.  The premises is commercial investment
property, consisting of four commercial condominium units,
twenty-nine parking spaces, and eleven residential condominium
units contained in the building known as the American-Chinese Tower
Condominium and located at 142-21/27 37th Avenue, Queens, New
York.

Using financing from Chinatrust Bank, the Debtor constructed the
building in 2003 and sold 19 units over the next several years
before falling into default with its lender at the time.
Chinatrust thereafter commenced a foreclosure action in 2012, and
sometime shortly thereafter sold the loan and underlying loan
documents to 37 Avenue Realty Associates LLC.  In the foreclosure
action, Lawrence Litwack was appointed receiver.

Golden Land LLC filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 14-42315) in Brooklyn, New York, on May 8, 2014.
The Debtor disclosed $15,423,997 in assets and $13,459,740 in
liabilities as of the Chapter 11 filing.

Judge Nancy Hershey Lord on July 9, 2014, entered an order
directing that the receiver remain in possession of the premises.

Xiangan Gong, Esq., at Xiangan Gong serves as the Debtor's counsel.


GOLDEN STATE: S&P Withdraws 'B-' Rating on Debt Redemption
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' senior secured
rating on Golden State Petroleum Transport Corp.  S&P also withdrew
the '4' recovery rating on the debt.

The enterprise, which had been struggling in recent years due to
significant changes in oil pricing dynamics, announced in October
that it was selling its remaining vessel.  The indenture stipulated
that the remaining balance be paid off within 90 days after the
sale.  On Jan. 19, 2015, this was done, and there is no longer any
debt outstanding.



GREYSTONE LOGISTICS: Incurs $796,000 Net Loss in Fiscal Q2
----------------------------------------------------------
Greystone Logistics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common stockholders of $796,000 on $3.92
million of sales for the three months ended Nov. 30, 2014, compared
to a net loss attributable to common stockholders of $150,600 on
$4.36 million of sales for the same period in 2013.

For the six months ended Nov. 30, 2014, the Company reported a net
loss attributable to common stockholders of $582,000 on $9.99
million of sales compared to net income attributable to common
stockholders of $1.29 million on $10.9 million of sales for the
same period last year.

As of Nov. 30, 2014, the Company had $14.4 million in total assets,
$16.2 million in total liabilities, and a $1.84 million total
deficit.

"In the first six months of our corporate year, we saw some of our
customers push back their normal expenditures for pallets, stated
Warren Kruger, CEO.  "I anticipate increased demand for the balance
of the year which would include seasonal upward adjustments and the
start of production and delivery on a significant purchase order
from a wine manufacturer.  Additionally, we also have two new molds
being delivered over the next 60 days that should add to revenue
this year.  The platform for growth is in place and Greystone
expects production and corresponding sales to be significantly
higher for the remaining two quarters ending May 31, 2015 which
will normalize production costs as a percentage of sales and
produce income for our shareholders."

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

                       http://is.gd/gOXVBQ

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.


GRIDWAY ENERGY: Has Until April 6 to File Plan
----------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended Gridway Energy Holdings, et al.'s
exclusive plan filing period through and including April 6, 2015,
and their exclusive solicitation period through and including
July 6, 2015.

In support of their extension request, Donald J. Bowman, Jr., Esq.,
at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
related that during the recent extension of the Exclusive Periods,
the Debtors, in consultation with the Official Committee of
Unsecured Creditors and their Lenders, have worked diligently to
assess the Debtors' remaining assets and develop a marketing
strategy therefore, conducted a competitive auction for the assets
of Ziphany, L.L.C., and negotiated and sought Court approval of the
settlement with Commodities Financial Services I, LLC, and EDF
Trading North America LLC, which provides for, among other things,
the funding of an orderly wind-down of the Debtors' businesses and
conclusion of the Chapter 11 Cases.

Mr. Bowman said accomplishing these milestones since the Petition
Date has been a labor-intensive process that has fully occupied the
time of the Debtors' limited staff and required substantial
attention from all of the professionals retained in the Chapter 11
Cases.  In light of the Debtors' accomplishment of the milestones,
and viewed in light of the various factors considered by courts in
determining whether cause exists for an extension of the Exclusive
Periods, the Debtors believe that each of the factors relevant to
these cases weighs in favor of the extension request, Mr. Bowman
asserts.

                       About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP.  They employed Omni Management
Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.

The Creditors' Committee is represented by Sharon Levine, Esq.,
and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick
B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group
LLC.

Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.


HEALTHSOUTH CORP: Moody's Hikes Sr. Unsecured Notes Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on HealthSouth
Corporation's senior unsecured notes to Ba3 (LGD 4) from B1 (LGD 4)
following the upsizing of the most recent offering to $400 million.
The company's existing ratings, including its Ba3 Corporate Family
Rating and Ba3-PD Probability of Default Rating have been affirmed.
The rating outlook is stable.

The affirmation of HealthSouth's Ba3 Corporate Family Rating
reflects Moody's understanding that the incremental $100 million
will be used to further reduce borrowings on the company's senior
secured revolving credit facility. Therefore, leverage will not be
materially affected by this transaction.

The upgrade of the ratings on HealthSouth's senior unsecured notes
to Ba3 reflects the fact that unsecured debt will represent the
preponderance of debt in the capital structure. Further, the
incremental repayment of the revolver reduces the amount of senior
secured debt in the capital structure that would be expected to
recover ahead of the unsecured notes in a bankruptcy scenario.

Ratings upgraded:

Senior unsecured notes, to Ba3 (LGD 4) from B1 (LGD 4)

Senior unsecured shelf, to (P)Ba3 from (P)B1

Ratings affirmed/LGD assessments revised:

Senior secured revolver and term loans, to Baa3 (LGD 1) from Baa3
(LGD 2)

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

Speculative Grade Liquidity Rating at SGL-1

The rating outlook is stable

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

Headquartered in Birmingham, Alabama, HealthSouth Corporation
(HealthSouth) 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.



HEARTLAND DENTAL: Add-on Loan No Impact on Moody's B3 CFR
---------------------------------------------------------
Moody's Investors Service said that Heartland Dental's proposed
add-on to its first lien term loan is credit neutral and does not
currently impact the B3 Corporate Family Rating, the B1 rating on
the first lien senior secured credit facilities, the Caa2 rating on
the second lien senior secured credit facilities or the stable
rating outlook.

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

Headquartered in Effingham, Illinois, Heartland Dental Care
("Heartland") is the largest dental support services business in
the United States, both by revenue and number of offices. The
company provides support staff and comprehensive business support
functions under management service agreements (MSA) to its
affiliated dental practices, organized as professional corporations
("PCs"). Under these MSAs, Heartland provides all services
necessary for the administration of the non-clinical aspects of the
dental operations, while the affiliated practices are responsible
for providing dental care to patients. As of September 30, 2014,
Heartland was affiliated with over 598 locally-branded dental
offices supporting 898 dentists across 26 states. Heartland is
privately-held and controlled by Ontario Teachers' Pension Plan
Board ("OTPP"), and generated net revenue of approximately $843
million for the twelve months ended September 30, 2014.



HEARTLAND DENTAL: S&P Retains 'B' Rating After $75MM Debt Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' issue-level rating
and '3' recovery rating on U.S.-based Heartland Dental Care LLC's
first-lien term loan due 2018 are unchanged following the company's
$75 million add-on to the loan.  The company plans to use proceeds
to repay its revolver and add cash to the balance sheet.  The 'B'
corporate credit rating and negative outlook on Heartland remain
unchanged.

S&P's 'B' corporate credit rating on Heartland reflects the
company's participation in the highly fragmented and increasingly
competitive dental services industry, which has low barriers to
entry, and S&P's belief that Heartland's growth goals are fairly
aggressive.  Heartland has a better payor profile (with minimal
government revenue and no capitated payments) than some of its
large peers and targets somewhat more affluent patients, which S&P
believes gives it slightly more pricing flexibility.  This supports
S&P's assessment of business risk as "weak".  S&P's financial risk
profile assessment remains "highly leveraged," as leverage has
remained above 7x and Heartland's performance in 2014 was below
S&P's expectation due to difficulties in integrating the My Dentist
acquisition, and a faster-than-expected pace of new office openings
and acquisitions, which suppressed margins.

RATINGS LIST

Heartland Dental Care LLC
Corporate Credit Rating           B/Negative/--
First-Lien Term Loan Due 2018     B
   Recovery Rating                 3



HERRING CREEK: Asks Court to Set Claims Bar Date
------------------------------------------------
Herring Creek Acquisition Company, LLC, asks the Bankruptcy Court
to fix a bar date for the filing of prepetition proofs of claims.
The Debtor requests that the bar date be 30 days from the entry of
an order granting the motion.  The Debtor explains that a bar date
will quantify claims against the Debtor's bankruptcy estate to
facilitate case administration.

Herring Creek Acquisition Co., LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Mass. Case No. 14-15309) in Boston on Nov. 12,
2014, without stating a reason.  The Debtor disclosed $22.3 million
in assets and $36.8 million in liabilities as of the Chapter 11
filing.  The case is assigned to Judge William C. Hillman.  Donald
Ethan Jeffery, Esq., at Murphy & King, in Boston, serves as counsel
to the Debtor.


HIPCRICKET INC: Proposes Rust Omni as Claims Agent
--------------------------------------------------
Hipcricket, Inc., seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire Rust Consulting Omni Bankruptcy, a
division of Rust Consulting, Inc., as claims and noticing agent,
nunc pro tunc to the Petition Date.

Rust Omni will assist the Debtor with case administration matters
including the preparation and management of the creditor matrix,
preparation of schedules of assets and liabilities and statement of
financial affairs, noticing, claims management and informational,
web site and any other services as may be requested by the
Debtors.

The services to be rendered by Rust Omni will be billed at
discounted hourly rates and will range from $20 to $125 per hour.


Specifically, Rust Omni will charge the Debtor at these hourly
rates:

                                          Rate
                                          ----
     Clerical Support                      $20
     Project Specialists                   $45
     Project Supervisors                   $65
     Consultants                           $80
     Technology/Programming                $90
     Senior Consultants                   $125

The firm will charge $0.10 per image for facsimile noticing but
will waive the fees for e-mail noticing.  The creation of the
informational Web site is free of charge but data entry will cost
$45 per hour and customization will cost $90 per hour.  The firm's
call centers will charge $45 per hour.  The firm will bill $20 to
$125 per hour for the preparation and updating of the schedules and
SOFAs.

Prior to the Petition Date, the Debtor provided Rust Omni a
retainer in the amount of $10,000.

                         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: Seeks Approval of SITO-Led Auction in February
--------------------------------------------------------------
Hipcricket, Inc., seeks approval from the U.S. Bankruptcy Court for
the District of Delaware of proposed sale procedures where SITO
Mobile, Ltd., will buy the assets for $5 million, absent higher and
better offers at an auction.

SITO Mobile has signed a deal to purchase most of the assets for a
total consideration of (i) an amount equal to the sum of (a)
$4,500,000 in cash, plus (b) an amount equal to cure amounts up to
the Cure Cap of $500,000, plus (c) amounts approved by the
Bankruptcy Court with respect to the KEIP up to $255,000, less (ii)
the sum (a) the Assumed DIP Obligations plus (b) the amount of cure
amounts that are require to be paid in excess of the cure cap up to
a maximum of $50,000.

In light of the extensive marketing process already undertaken
prepetition, the Debtor proposes a quick sale of the assets.
Pursuant to the Stalking Horse Agreement, the Debtor must obtain an
order approving the proposed bid procedures within 23 days after
the Petition Date, conduct an auction no later than three 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.

Given its current financial condition, its limited liquidity and
based on the SITO Mobile's requirement that a sale order be entered
within 45 days after the Petition Date, the Debtor requests that
the Court schedule the sale hearing no later than Feb. 27, 2015.
The Debtor proposes that objections, if any, to the sale motion be
filed on or before 4:00 p.m. on Feb. 20, 2015 (Eastern Time).

The Debtor proposes that SITO Mobile receive an expense
reimbursement of up to $100,000 and a break-up of $225,000
(approximately $4.3% of the purchase price) in the event that the
Debtor pursue a transaction with another party.

                         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.


HOLOGIC INC: Moody's Affirms B2 CFR & Changes Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Hologic, Inc.,
including the B1 Corporate Family Rating and B1-PD Probability of
Default Rating, and changed the rating outlook to positive from
stable. Moody's also affirmed the Ba2 ratings on the senior secured
facilities, the B2 rating on the unsecured notes and the SGL-1
Speculative Grade Liquidity Rating (denoting very good liquidity).

The change in outlook to positive reflects Moody's view that
Hologic will be able to sustain low-single digit organic growth in
earnings and that the company will continue to use free cash flow
to repay debt in-line with its stated plan to reduce net
debt-to-EBITDA (as defined by the company) to 2.5x by the end of
fiscal 2017.

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

Ratings Affirmed:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior secured revolving credit facility at Ba2 (LGD 2)

Senior secured Term Loans at Ba2 (LGD 2)

Senior unsecured notes at B2 (LGD 4)

Speculative Grade Liquidity Rating at SGL-1

The outlook is changed to positive from stable.

Ratings Rationale

The B1 rating incorporates Hologic's good scale, leading market
positions within its core franchises and good revenue diversity by
product and customer. The rating is also supported by the recurring
nature of well more than half of total revenues, which are
generated from service contracts and consumables. Further the
company generates good free cash flow, has strong interest coverage
and a track record of debt repayment.

The rating is constrained by Hologic's high, though improving,
financial leverage stemming from the 2012 debt-financed acquisition
of Gen-Probe. The ratings also reflect business headwinds affecting
a number of Hologic's products due to changing medical practices in
the US that may constrain growth over the next several years.
Hologic's business is also sensitive to general medical utilization
trends and will be constrained by Moody's expectation of continued
weakness in doctor visits. Further, the mammography business is
sensitive to hospital capital equipment spending trends-- which can
be volatile. Activist investors own approximately 20% of Hologic's
shares, and Moody's believes event risk could rise if earnings
growth does not continue to improve and the stock price becomes
pressured.

Hologic's SGL-1 Speculative Grade Liquidity Rating reflects very
good liquidity over the next 12-18 months supported by healthy cash
balances and Moody's expectation of annual free cash flow in the
$500 million range, which will be more than sufficient to satisfy
its modest debt maturities and other cash needs.

Moody's could upgrade the ratings if Hologic can generate
sustained, positive organic revenue growth and continue to repay
debt such that the rating agency expects adjusted debt to EBITDA to
be sustained below 4.5 times.

Though not expected given the positive outlook, Moody's could
downgrade the ratings if market uptake of Hologic's newer products
fails to offset declines in older products, resulting in declines
in revenue and earnings. Specifically, ratings could be downgraded
if Moody's expects adjusted debt to EBITDA to increase above 5.5
times, or if liquidity deteriorates meaningfully.

The principal methodology used in these ratings was Global Medical
Product and Device Industry published in October 2012. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Hologic, Inc. ("Hologic"; NASDAQ: HOLX) is a leading developer,
manufacturer and supplier of premium diagnostic products, medical
imaging systems and surgical products. The Company's core business
units focus on diagnostics, breast health, GYN surgical, and
skeletal health. Hologic reported revenues of about $2.5 billion in
the twelve months ended September 27, 2014.



HRK HOLDINGS: LT Care Line of Credit Extended Until March 31
------------------------------------------------------------
U.S. Bankruptcy Judge K. Rodney May extended until March 31, 2015,
the maturity date under HRK Holdings, LLC, and HRK Industries,
LLC's long term care line of credit.

As reported in the Troubled Company Reporter on Dec. 16, 2014,
the Bankruptcy Court directed the Debtors to file a modification to
the final order on the fourth motion to obtain DIP financing.

The Court, at a hearing held Dec. 11, 2014, considered the Debtors'
motion to extend maturity under long term care line of credit.  

The Court previously entered a final order approving the Fourth
DIP facility from Regions Bank.  Pursuant to the Fourth DIP
Facility, the Debtors established a line of credit from funds made
available upon closing of sales to Allied, Mayo, and Thatcher
Chemical of Florida, Inc., to address certain long-term case
issues with respect to the maintenance of the Gypstacks --
phosphogypsum stack system.

                        About HRK Holdings

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtors.

HRK Holdings disclosed $33.4 million in assets and $26.09 million
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.

HRK Holdings is selling real property assets to Allied Universal
Corp. and Mayo Fertilizer, Inc.  The Court allowed HRK and the
purchasers to enter into any modifications to the agreements
without need of further Court approval, provided that no
amendments will occur without prior consent of Regions Bank.


HUTCHESON MEDICAL CENTER: Committee Taps HMP as Finc'l. Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the cases of
Hutcheson Medical Center, Inc., et al., sought and obtained
approval from the Bankruptcy Court to retain Healthcare Management
Partners, LLC, as its financial advisor, nunc pro tunc to Dec. 18,
2014.

The Committee has selected HMP because of the firm's considerable
experience, knowledge, recognized expertise, and reputation in
bankruptcy and insolvency within the healthcare industry.

The firm will provide these services:

   a. Preform a preliminary assessment of the Debtors' projections
and cash needs;

   b. Evaluate terms of the DIP financing and availability; and

   c. Review and evaluate key motions to identify strategic case
issues.

HMP will charge on an hourly basis for its services in accordance
with its ordinary and customary hourly rates as in effect on the
date those services are rendered, and for its related out-of-pocket
disbursements incurred.

The current billing rates of HMP professionals for accounting, tax
and financial advisory services are:

                                   Hourly Rate
                                   -----------
     Managing Director             $525 to $575
     Director                      $325 to $400
     Associate                     $225 to $275
     Data Analyst                  $175

HMP will cap the professional fees billed in any one month at
$40,000.  Moreover, no more than $6,000 in reasonable expenses may
be billed in any one month.

HMP has advised the Committee that, as evidenced in a declaration
filed by managing director Scott K. Phillips, that it does not hold
or represent any interest adverse to the Debtor, their estates or
creditors, and, as such, is a disinterested person within the
meaning of Section 101(14) of the Bankruptcy Code.

                   About Hutcheson Medical Center

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

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

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

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

The Debtors' Chapter 11 Plan and Disclosure Statement are due
March
20, 2015.

HMC disclsoed $32.8 million in assets and $52.9 million in
liabilities as of the Chapter 11 filing.

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




HUTCHESON MEDICAL: Insurance Premium Finance Deal with IPFS OK'd
----------------------------------------------------------------
U.S. Bankruptcy Judge Paul W. Bonapfel authorized Hutcheson Medical
Center, Inc., et al., to enter into and perform under an insurance
premium finance agreement with IPFS Corporation; and execute and
deliver the documents and amendments to the agreement.

The Debtors are also authorized to grant to IPFS a first priority
security interest the in the policies including: (1) all money that
is or may become due under the agreement because of a loss under
the policies that reduces unearned premiums; (ii) any return of
premiums or unearned premiums under the policies; and (iii) any
dividends that may become due the Debtors in connection with the
policies.

The Debtors have sought authorization to obtain credit in the form
of insurance premium financing.  In the ordinary course of their
business, the Debtors must maintain various insurance policies.  It
is essential to maintain the policies in order to preserve the
property, assets and business of the Debtors.  It is not feasible
for the Debtors to obtain the policies without financing the
premiums.

The policies bear total premiums of $394,443, which total sum the
Debtors cannot pay in full at this time.  The Debtors were unable
to locate any source of unsecured premium financing.

The premiums for the policies are to be financed through IPFS at an
annual interest rate of 5.750%, with an initial down payment of
$157,777 and seven monthly payments of $34,460.  IPFS required the
Debtors to enter into a premium finance agreement that includes a
security agreement granting IPFS a secured interest in the gross
unearned premiums that would be payable in the event of
cancellation of the insurance policies.  The premium finance
agreement further authorizes IPFS to cancel the financed insurance
policies and obtain the return of any unearned premiums in the
event of a default in the payment of any installment due.

The Debtors are represented by:

         J. Robert Williamson, Esq.
         SCROGGINS & WILLIAMSON, P.C.
         Ashley Reynolds Ray, Esq.
         J. Hayden Kepner, Jr.
         1500 Candler Building
         127 Peachtree Street, NE
         Atlanta, GA 30303
         Tel: (404) 893-3880
         Fax: (404) 893-3886
         E-mail: rwilliamson@swlawfirm.com
                 aray@swlawfirm.com
                 hkepner@swlawfirm.com

                  About Hutcheson Medical Center

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

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

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

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

The Debtors' Chapter 11 Plan and Disclosure Statement are due March
20, 2015.

HMC disclosed $32.8 million in assets and $52.9 million in
liabilities as of the Chapter 11 filing.

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


KID BRANDS: Has Authority to Obtain Postpetition Financing
----------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court authorized
Kid Brands to obtain postpetition financing on a senior secured and
super-priority basis and use cash collateral securing its
prepetition indebtedness.

According to BData, the order states: "Given their current
financial condition, financing arrangements, and capital structure,
the Debtors are unable to obtain financing from sources other than
the DIP Agent on terms more favorable than the DIP Facility. The
Debtors have been unable to obtain unsecured credit allowable under
Bankruptcy Code Section 503(b)(1) as an administrative expense. The
Debtors have also been unable to obtain credit: (a) having priority
over that of administrative expenses of the kind specified in
Sections 503(b), 507(a) and 507(b) of the Bankruptcy Code; (b)
secured by a lien on property of the Debtors and their estates that
is not otherwise subject to a lien; or (c) secured solely by a
junior lien on property of the Debtors and their estates that is
subject to a lien. Financing on a post-petition basis is not
otherwise available without granting the DIP Agent, (1) perfected
security interests in and liens on (each as provided herein) all of
the Debtors' existing and after-acquired assets with the priorities
set forth herein, (2) superpriority claims, and (3) the other
protections set forth in this Final Order."

As reported in the TCR on June 23, 2014, the Debtors have asked
the Bankruptcy Court's authority to borrow up to  $49 million,
consisting of a $27 million asset based revolving credit facility,
subject to a borrowing base based upon receivables and inventory,
and a $22 million asset based revolving credit facility, subject
to a borrowing base based upon intellectual property assets.
Salus Capital Partners, LLC, serves as the administrative agent
and collateral agent under the Credit Facility.

The proceeds of the DIP Financing will be immediately used in part
to repay the lender amounts outstanding under the pre-petition
credit facility provided by Salus Capital Partners, LLC, as
administrative agent, and a group of lenders party thereto, as to
which there is approximately $44.4 million in borrowings
outstanding.

The maturity date of the loans made under the DIP Credit Agreement
is the earliest to occur of (i) June 15, 2015, (ii) the date on
which Agent provides notice that an event of default has occurred,
(iii) the effective date of the Debtor plan of reorganization or
liquidation and (iv) the date on which a sale of substantially all
of the assets of the Company shall have occurred.  Loans under the
Receivables/Inventory ABL bear interest at the rate of LIBOR plus
10% and loans under the IP ABL bear interest at a rate of LIBOR
plus 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 Company's balance sheet at March 31, 2014, showed $80.3 million
in assets and $102.6 million in liabilities.

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.


KIP AND ANDREA: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kip and Andrea Richards Family Farm & Ranch, LLC
           dba Richards Farm & Ranch, LLC
        73570 Avenue 365A
        Hayes Center, NE 69032

Case No.: 15-40070

Chapter 11 Petition Date: January 21, 2015

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

Judge: Hon. Shon Hastings

Debtor's Counsel: William L. Biggs, Jr., Esq.
                  GROSS & WELCH
                  2120 So. 72 St.
                  1500 Omaha Tower
                  Omaha, NE 68124
                  Tel: (402) 392-1500
                  Fax: (402) 392-8101
                  Email: bbiggs@grosswelch.com

                    - and -

                  Frederick D. Stehlik, Esq.
                  GROSS & WELCH, PC
                  2120 So 72nd St
                  1500 Omaha Tower
                  Omaha, NE 68124-2342
                  Tel: (402) 392-1500
                  Fax: (402) 392-8101
                  Email: fstehlik@grosswelch.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Kip L. Richards, manager.

List of Debtor's eight Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
CNH Industrial Capital                                  $7,477

Ag Valley Coop                                            $681

Blue Cross Blue Shield                                 Unknown

Cabella's Credit Card                                  Unknown

Great Plains Communications                            Unknown

Hayes County Farmer's Coop                             Unknown

Malleck Oil & Gas                                      Unknown

Medicine Valley Veterinary Hospital                    Unknown


KOOSHAREM LLC: S&P Revises Outlook to Positive & Affirms 'B-' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Koosharem LLC to positive from stable and affirmed its
'B-' corporate credit rating on the company.

As the same time, S&P revised our recovery rating on the company's
pro forma $624 million senior secured term loan facility to '3'
from '4' and affirmed the 'B-' issue-level rating on the debt.  The
'3' recovery rating indicates S&P's expectation for meaningful
recovery (50%-70; low end of the range) for lenders in the event of
a payment default.

The company plans to use the proceeds from the term loan, along
with $195 from an equity rights offering and rolled-over equity
from management, to fund its $410 million acquisition of and merger
with EmployBridge Holding Corp.  Separately, the company is
increasing the size of its asset-based lending (ABL) facility to
$180 million from $120 million.

"The outlook revision reflects the potential for an upgrade over
the next 12 months if the companies can successfully integrate,
achieve the targeted synergies, and reduce debt leverage below 6.5x
through EBITDA growth and debt repayment," said Standard & Poor's
credit analyst Elton Cerda.

The positive outlook reflects S&P's view that the company should be
able to reduce debt leverage through EBITDA growth and debt
repayment while maintaining an adequate margin of compliance with
financial covenants, despite gradual step-downs over the next few
years.

S&P could raise the rating over the next 12 months if the companies
successfully integrate, and S&P concludes that the combined company
will achieve and maintain lease-adjusted leverage below 6.5x.
Also, an upgrade would also depend on the company maintaining
"adequate" liquidity with a 20% cushion of compliance with its
covenants while generating meaningful discretionary cash flow.

S&P could revise the outlook to stable over the next 12 months if
the combined company is unable to achieve its targeted synergies
and if market share losses contribute to EBITDA deterioration,
causing the margin of compliance with the term loan's maintenance
financial covenant to narrow to 10% or less.  S&P could also lower
the rating if it becomes apparent that weak operating performance
and negative discretionary cash flow will cause the revolving
credit facility availability to drop below $20 million.



LEGACY RESERVES: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
negative from stable on Midland, Texas-based oil and gas
exploration and production company Legacy Reserves L.P. and
affirmed its 'B+' corporate credit rating on the company.  S&P also
affirmed the 'B' rating on the company's senior unsecured notes and
left the '5' recovery rating unchanged.

The outlook revision reflects S&P's lowered oil and natural gas
price assumptions and its reduced estimates for Legacy's EBITDA and
cash flows in 2015 and 2016.

"We now expect the company's FFO to debt to drop to about 12% and
debt to EBITDA to approach 5x for the next two years.  Our
estimates assume the company reduces capital spending from 2014
levels," said Standard & Poor's credit analyst Carin Dehne-Kiley.

The ratings on Legacy incorporate S&P's assessment of the company's
"weak" business risk, "aggressive" financial risk, and "adequate"
liquidity.  These assessments reflect the company's
acquisition-focused growth strategy, its ongoing partnership
distributions, and its historical reliance on the equity market to
partly fund acquisitions.  These weaknesses are partially offset by
the company's exposure to less risky proved developed reserves and
its long reserve life at more than 11 years on a proved developed
basis.

The negative outlook reflects 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.



LIBERTY TIRE: Moody's Lowers Corporate Family Rating to 'C'
-----------------------------------------------------------
Moody's Investors Service downgraded Liberty Tire Recycling Holdco,
LLC's ("Liberty Tire") Corporate Family Rating (CFR) to Ca from
Caa1 and the Probability of Default Rating (PDR) to Ca-PD from
Caa1-PD. At the same time, Moody's downgraded the rating on the
company's senior unsecured notes to Ca, LGD-6 from Caa2, LGD-4. The
outlook is negative.

Ratings Rationale

Liberty Tire's operating performance and cash flows significantly
declined in the second half of 2014 and it has limited liquidity.
The lower ratings reflect Moody's opinion of a high probability of
near-term default as well as a deterioration in expected loss for
the company's unsecured notes.

The company entered into a forbearance agreement with lenders under
its secured revolving credit (unrated) in December. The agreement
expires on January 30, 2015 and, among other provisions, requires
monthly payment of applicable interest with the next scheduled
payment due February 1. On February 8, 2015 certain preferred
shares become mandatorily redeemable. The next interest payment
under the notes (approximately $12.4 million) is on April 1, 2015.

In December the company obtained a $10.1 million term loan whose
security arrangement is documented under the revolving credit
agreement but is structured on a "last-in, last out" basis. Current
outstandings under the revolving credit agreement are $64 million.
The level of senior secured obligations and other claims with
priority ahead of the unsecured notes (roughly $120 million of
higher priority claims) reduces expected recovery for the notes in
the event of default, contributing to the downgrade of the
instrument to Ca, LGD-6 and pointing to loss given default outcomes
of around 90%.

The company does not presently have access to any unused commitment
under its revolving credit agreement and was not in compliance with
its financial covenants at the end of September. Cash holdings are
considered minimal.

The negative outlook considers the increased likelihood of default
as the end of the forbearance period and required payments
approach.

Higher ratings are unlikely to develop but would require achieving
material profitability, generating significant free cash flow and
restoring liquidity above $30 million. Further downward pressure on
the ratings could result if indebtedness increases, negative free
cash flow persists and prospects for stabilizing or increasing
EBITDA diminish.

Ratings downgraded:

Corporate Family Rating to Ca from Caa1

Probability of Default Rating to Ca-PD from Caa1-PD

$225 million Senior unsecured notes to Ca, LGD-6 from Caa2, LGD-4

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in June 2014.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Liberty Tire Recycling Holdco, LLC., headquartered in Pittsburgh,
PA, is a scrap tire collector and recycler in the United States and
Canada. Annual revenue is roughly $320 million. The company is
majority-owned by American Securities, LLC.



LORILLARD INC: Has Agreement to Settle Merger-Related Suit
----------------------------------------------------------
Lorillard, Inc., entered into a memorandum of understanding to
settle a putative class action lawsuits brought in the Delaware
Court of Chancery by shareholders of the Company challenging the
proposed merger with Reynolds American Inc.  According to a
regulatory filing with the U.S. Securities and Exchange Commission,
the parties entered into the MOU in order to eliminate the burden,
expense and uncertainties inherent in that litigation.

The complaints generally allege, among other things, that the
members of the Company board of directors breached their fiduciary
duties to shareholders of the Company by authorizing the proposed
merger of the Company with RAI.  The complaints also allege that
RAI and British American Tobacco p.l.c. aided and abetted the
breaches of fiduciary duty allegedly committed by the members of
the Company board of directors.  

On Nov. 25, 2014, the court granted a motion for consolidation of
the lawsuits into a single action captioned In re Lorillard, Inc.
Stockholders Litigation, C.A. No. 9904-CB and appointment of lead
plaintiffs and lead counsel.  On Dec. 11, 2014, the lead plaintiffs
filed a motion for a preliminary injunction and a motion to
expedite.  The Plaintiffs filed their opening brief in support of
their motion for a preliminary injunction on Jan. 9, 2015.

The Memorandum of Understanding outlines the terms of the parties'
agreement in principle to settle and release all claims which were
or could have been asserted in the Delaware Actions.  In
consideration for such settlement and release, the parties to the
Delaware Actions have agreed, among other things, that the Company
and RAI will make certain supplemental disclosures to the joint
proxy statement/prospectus.  The Memorandum of Understanding
contemplates that the parties will negotiate in good faith to agree
upon a stipulation of settlement to be submitted to the court for
approval as soon as practicable. The stipulation of settlement will
be subject to customary conditions, including approval by the
court, which will consider the fairness, reasonableness and
adequacy of such settlement.

"There can be no assurance that the parties will ultimately enter
into a stipulation of settlement or that the court will approve the
settlement even if the parties were to enter into such stipulation.
In such event, or if the transactions contemplated by the Merger
Agreement are not consummated for any reason, the proposed
settlement will be of no force and effect," the filing stated.

                          About Lorillard

Lorillard, Inc. is the manufacturer of cigarettes in the United
States. Its Newport is a menthol flavored premium cigarette
brand.  In addition to the Newport brand, its product line has
four additional brand families marketed under the Kent, True,
Maverick and Old Gold brand names.

The Company's balance sheet at Sept. 30, 2014, showed $3.27
billion in total assets, $5.43 billion in total liabilities, and a
stockholders' deficit of $2.15 billion.


LOS GATOS: Wants  to Keep Eastdil as Broker Until June 30
---------------------------------------------------------
Los Gatos Hotel Corporation, in a second application, requests that
the Bankruptcy Court extend the employment of Eastdil Secured
Broker Services, Inc. as real estate broker until June 30, 2015.

On March 14, 2014, the Court entered an order authorizing the
Debtor to employ Eastdil.  Over the course of its employment,
Eastdil has conducted a broad marketing campaign, provided
prospective purchasers with a detailed offering memorandum,
conducted multiple property tours and received two rounds of offers
that it submitted to the Debtor for consideration.

Despite the potential purchasers' interest in the hotel, the Debtor
will be unable to complete a sale of the hotel until the Debtor
concludes its evaluation of extent of the environmental
contamination affecting its property, and the Regional Water
Quality Control Board approves a remediation plan.  Because the
sale process has not concluded and the engagement letter between
the Debtor and Eastdil expires on Dec. 31, 2014, it is necessary to
extend the period for which Eastdil is employed.

Eastdil will (1) prepare marketing materials; (2) provide due
diligence materials to prospective purchasers; (3) show the
hotel to prospective purchasers; and (4) provide all other services
customarily provided by real estate brokers.

The Debtor has agreed to pay Eastdil compensation as:

  (1) 1.75% of the first $27.0 million of the gross sales price of
the hotel, plus 5% of the portion of the gross sales price that
exceeds $27.0 million;

  (2) in its sole discretion, pay Eastdil a discretionary bonus
if the Debtor determines that Eastdil provided superior service and
obtained superior results;

  (3) the Debtor will reimburse Eastdil for up to $20,000 in
out-of-pocket expenses.  However, the $20,000 cap will not apply to
costs incurred for providing due diligence materials to prospective
purchasers or to costs incurred to revise marketing materials after
the Debtor approves the materials.

In addition, Eastdil is entitled to its commission if the debtor
enters into an alternative transaction.

To the best of the Debtor's knowledge, Eastdil and all of its
professionals are "disinterested persons" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                       About Los Gatos Hotel

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los
Gatos, a full-service boutique hotel in downtown Los Gatos,
California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Cal. Case No. 10-63135).  The
Debtor disclosed $17.2 million in assets and $12.9 million in
liabilities as of the Chapter 11 filing.  Affiliate Blossom Valley
Investors, Inc., filed a separate Chapter 11 petition on Sept. 10,
2009 (Bankr. N.D. Cal. Case No. 09-57669).

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo,
serves as the Debtor's bankruptcy counsel.  The Debtor has tapped
OSAS Inc. as financial advisor and investment banker.


MAGNUM HUNTER: S&P Lowers CCR to 'CCC+'; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'B-' corporate
credit rating on Houston-based Magnum Hunter Resources Corp. to
'CCC+'.  At the same time, S&P lowered its 'B' issue-level rating
on the company's second-lien term loan to 'B-' and its 'CCC'
issue-level rating on Magnum's senior unsecured debt to 'CCC-'. The
outlook is negative.

The rating action reflects S&P's expectation that Magnum's EBITDA
will be insufficient to cover interest expenses and maintenance
capital spending on an ongoing basis under S&P's price assumptions.


"In addition, we believe that Magnum's liquidity position will
deteriorate in 2015 due to lower cash flow generation and likely
weaker-than-expected proceeds from asset sales given challenging
commodity prices," said Standard & Poor's credit analyst Christine
Besset.

S&P could lower the rating if liquidity became further strained.
This would likely happen if the company cannot complete further
asset sales or capital market transactions in 2015, or if the
revolving credit facility were lowered.

S&P could revise the outlook to stable if the company strengthens
its liquidity position.



MCCLATCHY CO: Operations VP Robert Weil to Retire
-------------------------------------------------
Robert J. Weil, vice president, operations at The McClatchy Company
since 1997, has announced his retirement on June 30.

A member of McClatchy's senior management team and one of two vice
presidents for operations, Mr. Weil oversees 13 markets and their
affiliated digital and print operations in six states.

"Bob has been a terrific executive and a steadying influence as
McClatchy has undergone tremendous change over the past several
years," said Pat Talamantes, McClatchy's president and CEO.  "He
helped usher in our digital future and never wavered for a moment
in believing that McClatchy's values and core news mission have
critical roles to play in that future."

Talamantes said McClatchy will develop a new organizational
structure following Weil's retirement and no successor will be
named.

"I want to thank Bob for his many contributions to McClatchy over
the years," Talamantes continued.  "He's been a mentor to many in
our company and a wonderful ambassador for McClatchy in our
industry.  We congratulate Bob on an outstanding career and wish
him all the best in retirement."

Weil, who turns 65 in May, was named to his current post after 18
years as a newspaper publisher and senior executive.  He joined
McClatchy in 1994 as publisher of The Fresno Bee.  The company
published far fewer daily newspapers back then and had operations
in just five states.  McClatchy's internet efforts were in their
infancy.

Weil's ascension to McClatchy's senior management ranks coincided
with a period of unprecedented company growth both in print and
digital.  Two months into his new corporate job, McClatchy
announced its acquisition of the Minneapolis Star Tribune and
Cowles Media for $1.4 billion.  Weil, a native of the Midwest and a
journalism graduate from Indiana University, was handed oversight
of McClatchy's newest and then-largest newspaper.

More acquisitions and growth followed, catapulting McClatchy into
one of the largest newspaper publishers in the United States and
one with a fast-growing digital business.  In recent years, Weil
helped lead the company through its digital transformation with an
emphasis on diversifying revenues, new product development and
reducing legacy costs.  Today, almost two-thirds of McClatchy's
revenues come from sources other than the printed newspaper.

"I'm grateful to McClatchy for the opportunity to work at a premier
company with some of the best talent in our industry," Weil said.
"I look forward with great anticipation to the next chapter of my
life and opportunities that lay ahead.  I will miss the camaraderie
and connection with colleagues who have made my journey at
McClatchy incredibly rewarding."

Weil concludes a newspaper career that spans almost five decades,
beginning in the summer of 1967 working for his family-owned paper,
The Times Herald in Port Huron, Mich.  He worked part-time in high
school writing sports for the South Bend Tribune in Indiana and was
a part-time, general assignment reporter for what's now The
Herald-Times in Bloomington while attending Indiana University.

After graduation, Weil joined Gannett Co., Inc., in advertising
sales before being promoted to publisher of two of the company's
papers, first in New Kensington, Pa., and later in Marin County,
Calif.  In 1986, Weil moved to the Pacific Northwest with Persis
Media, a company with newspapers in Washington and Tennessee, and
became president and chief operating officer.

Throughout his career, Weil has been a leader in trade groups and
industry associations.  He is president-elect of the Southern
Newspaper Publishers Association and serves as vice chairman of the
board of trustees of the American Press Institute.

Following the Retirement Date, it is expected that Mr. Weil will
provide consulting services to the Company.  The terms of a
consulting agreement, which will be disclosed in a future filing,
are yet to be determined.  However, compensation for those
consulting services is not expected to exceed $60,000 and
reimbursement of business expenses.

In light of Mr. Weil's mid-year retirement and his stellar and long
service, the Compensation Committee has awarded Mr. Weil a
service-based incentive for his 2015 service in the amount of
$443,845, and an additional amount of $298,350 representing
six-months of base salary continuation.  Both amounts will be paid
in a single lump sum within 30 days of Mr. Weil's retirement.

                     About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company reported net income of $18.8 million for the year
ended Dec. 29, 2013, as compared with a net loss of $144,000 for
the year ended Dec. 30, 2012.  The Company's balance sheet at
Sept. 28, 2014, the Company had $2.63 billion in total assets,
$2.31 billion in total liabilities and $318 million in
stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.

As reported by the TCR on April 2, 2014, Standard & Poor's Ratings
Services affirmed all ratings on U.S. newspaper company The
McClatchy Co., including the 'B-' corporate credit rating, and
revised the rating outlook to stable from positive.  The outlook
revision to stable reflects S&P's expectation that the
timeframe for a potential upgrade lies beyond the next 12 months,
and could also depend on the company realizing value from its
digital minority interests.


MEGA RV: Has Until Feb. 23 to Propose Plan of Reorganization
------------------------------------------------------------
U.S. Bankruptcy Judge Mark S. Wallace approved a second stipulation
extending until Feb. 23, 2015, Mega RV Corp.'s exclusive period to
file a plan of reorganization.

As reported in the Troubled Company Reporter on Oct. 28, 2014, in
seeking the extension, the Debtor explained that it is marketing
its assets for sale, while simultaneously conducting settlement
negotiations with its secured lender, GE Distribution Finance
Corporation.  The Debtor and GE were set for mediation on Oct. 13
to 14, 2014 before Judge Goldberg (ret.).  The Debtor said it was
hopeful the mediation would result in a settlement.  However, if
the mediation is not successful, the Debtor said it is preparing to
litigate its claims against GE in an adversary proceeding before
the Court or other forum.

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

The Debtor is represented by:

         Robert P. Goe, Esq.
         Elizabeth A. LaRocque, Esq.
         Donald W. Reid, Esq.
         GOE & FORSYTHE, LLP
         18101 Von Karman Avenue, Suite 510
         Irvine, CA 92612
         Tel: (949) 798-2460
         Fax: (949) 955-9437
         E-mail: rgoe@goeforlaw.com
                 elarocque@goeforlaw.com
                 dreid@goeforlaw.com

                        About Mega RV Corp.

Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 14-13770) on June 15, 2014.  Judge Mark S Wallace
presides over the case.

The Debtor estimated assets and liabilities of at least $10
million.  

Goe & Forsythe, LLP, serves as the Debtor's counsel.  Greenberg
Glusker Fields Claman & Machtinger LLP represents the Official
Committee of Unsecured Creditors.



MINERAL PARK: Sale of Closed Mohave County Mine Okayed
------------------------------------------------------
The Today's News-Herald reports that the U.S. Bankruptcy Court for
the District of Delaware approved on Jan. 20, 2015, the sale of
Mineral Park Mine to Origin Mining Corp. for $10 million.

The Associated Press relates that Origin Mining will assume
responsibility of $3.5 million of environmental obligations.

The AP recalls that the Mohave County copper mine stopped operating
and laid off approximately 400 workers in December 2014.

Hubble Ray Smith at The Kingman Daily Miner says that the Mohave
County One-Stop Career Center was holding a job fair for workers
laid off from the Mineral Park copper mine on Thursday.

                    About Mineral Park

Mineral Park, Inc., Bluefish Energy Corp. and two affiliates
commenced proceedings under Chapter 11 of the Bankruptcy Code in
Delaware on Aug. 25, 2014.  The cases are pending before the
Honorable Kevin J. Carey and are jointly administered under Case
No. 14-11996.

Mineral Park and its affiliated debtors are subsidiaries of
Mercator Minerals Ltd. ("MML"), a mineral resource company engaged
through various subsidiaries in the mining, exploration,
development and operation of its mineral properties in Mohave
County, Arizona, and Sonora, Mexico.

Mineral Park's principal asset is the Mineral Park Mine, a
producing copper-molybdenum mine located near Kingman, Arizona.
Bluefish is the owner and operator of the industrial gas turbine
power generator at the Mine.

British Columbia, Canada-based MML, which has shares trading on
the Toronto Stock Exchange under the trading symbol "ML", is not
included in the bankruptcy filing.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as
counsel, Evercore Group LLC as investment banker, FTI Consulting,
Inc., as financial advisor, FTI's David J. Beckman as CRO, and
FTI's Paul Hansen as assistant CRO.  Prime Clerk LLC is the claims
and noticing agent.

The U.S. Trustee for Region 3 appointed three creditors of Mineral
Park, Inc. and its affiliates to serve on the official committee
of unsecured creditors.  The Committee selected Stinson Leonard
Street LLP and Hiller & Arban LLC as its counsel.

Mineral Park reported $286,362,131 in total assets and
$266,035,508 in total liabilities.


MISSISSIPPI PHOSPATES: Jonathan J. Nash Approved as CRO
-------------------------------------------------------
Judge Katharine M. Samson, in an amended order, authorized
Mississippi Phosphates Corporation, et al., to employ Deloitte
Transactions and Business Analytics LLP to provide the Debtors with
a chief restructuring officer, and (ii) designate Deloitte's
Jonathan J. Nash as CRO, nunc pro tunc to Nov. 10, 2014.

On Dec. 15, 2014, the Court entered its order authorizing the
Debtors to employ Deloitte to provide the Debtors with a CRO, but
the U.S. Trustee had reserved certain objections to the
application.  The amended order addressed and resolved those issues
raised by the U.S. Trustee.

The CRO, assisted by other personnel of DTBA and its affiliates, is
expected to provide these services:

   (a) assess Client's current business plan and operations to
       identify areas of opportunity, including, but not limited
       to, potential profitability, ongoing cash requirements,
       profit center contributions and break-even levels;

   (b) develop Client's financial and operational strategy and
       associated activities for the Board's input and approval;

   (c) oversee the implementation of Client's Board-approved
       financial and operational strategy;

   (d) coordinate and consult with Client's investment banker with
       respect to the chapter 11 sales process with respect to
       potential utilization of Client's assets by potential
       buyers;

   (e) oversee the relationship with Client's lenders and other
       creditors;

   (f) oversee the management of, and effort to enhance, Client's
       liquidity issues;

   (g) meet with the Board on a periodic basis to discuss, among
       other things, engagement progress and financial and
       operational reports;

   (h) oversee the implementation of Board-approved bankruptcy
       efforts of the Client, including being the Client's witness
       in the bankruptcy court on matters incident to the Client's
       bankruptcy cases; and

   (i) perform the day to day functions customarily and reasonably
       associated with the position of a Chief Restructuring
       Officer in companies of similar size and complexity.

The rates DTBA would charge for its Engagement are:

   -- Fees.  DTBA's professional fees for the engagement including
      the CRO function will be at the rate of $25,000 per
      week.  DTBA's professional fees for other Services, to the
      extent provided, will be at the rate of $ 175-$695 an hour,
      depending on the personnel assigned to the particular tasks.
      No other Services, however, shall be provided to the Debtors
      without prior consultation with and approval by the Debtors
      and a prior agreement to include such fees in the Approved
      Budget as referred to in the Engagement Letter and to insure
      the Debtors' ability to fund such fees.

   -- Expenses.  DTBA will be entitled to reimbursement of
      reasonable expenses incurred in connection with this
      engagement, including travel, meals and lodging, and
      delivery services.

   -- Payment.  All fees and expenses will be billed to Client
      weekly and are payable upon receipt, subject to the
      understanding that DTBA may agree to adjust this
      requirement to any interim billing and payment protocol upon
      approval by the Court.

                             About MPC

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

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

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

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

Mississippi Phosphates disclosed $98.8 million in assets and $141
million plus an unknown amount in liabilities.  Affiliates Ammonia
Tank and Sulfuric Acid Tanks each estimated $1 million to $10
million in both assets and liabilities.

The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow
LLP as counsel.  The official committee of unsecured creditors
tapped Burr & Forman LLP as its counsel.


MONROE HOSPITAL: Wins OK to Reject Medicaid Agreements
------------------------------------------------------
U.S. Bankruptcy Judge James M. Carr entered an order authorizing
Monroe Hospital, LLC, to:

   i) amend the Debtor's asset purchase agreement with the
successful bidder Prime Healthcare Services Monroe LLC;

  ii) reject the Medicare and Medicaid Provider Agreements; and

iii) amend and supersede the sale order.

All objections and responses to the sale motion and the motion to
amend were overruled and denied.

The Court ordered that the sale of the assets to the successful
bidder under the successful bidder's APA constitutes a transfer for
reasonably equivalent value and fair consideration.  The sale of
the assets to the successful bidder is a legal, valid, and
effective transfer of the Assets notwithstanding any requirement
for approval or consent of any entity.

On Sept. 2, 2014, the Court entered an order establishing sale
procedures to govern the sale of substantially all of its assets
to either Prime Healthcare or a different party who submitted a
higher and better bid.

On Oct. 27, 2014, the Court entered an order authorizing the sale
to Prime.  The sale was slated to close on Dec. 31, 2014.

In this relation, Prime has informed the Debtor as a condition for
the sale closing that the sale order and successful bidder's asset
purchase agreement must be amended so that the Medicare and
Medicaid Provider Agreements are rejected.  Although the Debtor
could attempt to rely on the sale order to force Prime to accept
the assignment of the Medicare and Medicaid Provider Agreements,
Prime would certainly resist, litigation may be necessary, the sale
would not close by Dec. 31, 2014, the Debtor's postpetition
financing would expire, and the Debtor's operations would be
endangered.

On the other hand, by agreeing to seek entry of the amended sale
order and by amending the successful bidder's asset purchase
agreement the Debtor will close the sale and maximize the value of
its bankruptcy estate.  The rejection of the Medicare and Medicaid
Provider Agreements is unlikely to have any material impact on the
Debtor.  At most, CMS will now file a proof of claim asserting a
general unsecured claim against the Debtor, however, even this is
in doubt because CMS may simply recover any damages it has by
setting of against the receivables it owes to the Debtor and which
will be sold to Prime as part of the sale.

A copy of the amended successful bidder's APA is available for free
at http://bankrupt.com/misc/MONROEHOSPITAL_290_apa.pdf

                      About Monroe Hospital

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

Monroe Hospital, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ind. Case No. 14-07417) in Indianapolis, Indiana, on
Aug. 8, 2014.  Joseph Roche signed the petition as president and
chief executive officer.  In its schedules, the Debtor disclosed
$14.3 million in total assets and $136 million in liabilities.

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


MOTORS LIQUIDATION: GUC Trust Administrator Files Reports
---------------------------------------------------------
Pursuant to the Amended and Restated Motors Liquidation Company GUC
Trust Agreement dated as of June 11, 2012, and between the parties
thereto, as amended, Wilmington Trust Company, acting solely in its
capacity as trust administrator and trustee of the Motors
Liquidation Company GUC Trust, is required to file certain GUC
Trust Reports with the Bankruptcy Court for the Southern District
of New York.  In addition, pursuant to that certain Bankruptcy
Court Order Authorizing the GUC Trust Administrator to Liquidate
New GM Securities for the Purpose of Funding Fees, Costs and
Expenses of the GUC Trust and the Avoidance Action Trust, dated
March 8, 2012, the GUC Trust Administrator is required to file
certain quarterly variance reports as described in the third
sentence of Section 6.4 of the GUC Trust Agreement with the
Bankruptcy Court.

On Jan. 20, 2015, the GUC Trust Administrator filed the GUC Trust
Report required by Section 6.2(c) of the GUC Trust Agreement
together with the Budget Variance Report, each for the fiscal
quarter ended Dec. 31, 2014.  In addition, the Motors Liquidation
Company GUC Trust announced that no distribution in respect of its
Units (as that term is defined in the GUC Trust Agreement) is
anticipated for the fiscal quarter ended Dec. 31, 2014.

A copy of the Bankruptcy Court filing is available for free at:

                        http://is.gd/24hKiX

                     About Motors Liquidation

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.


MT. GOX: Jitters After Bitstamp Suspends Services
-------------------------------------------------
Sydney Ember, writing for The New York Times' DealBook, reported
that Bitstamp, one of the biggest Bitcoin exchanges suspended
services, prompting unease in a virtual currency industry already
scarred by the collapse last year of Mt. Gox, once its most
prominent exchange.

According to the report, Bitstamp, based in London, posted a
message on its website saying it had "temporarily suspended
Bitstamp services" and urged its customers not to make deposits to
previously issued Bitcoin deposit addresses.  The exchange said
that some of its virtual wallets were compromised and that it had
lost roughly 19,000 Bitcoins, worth about $5 million, the report
related.

                          About Mt. Gox

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange halted trading in February 2014. It
filed for bankruptcy protection in the U.S. to prevent customers
from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer.  Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at Baker & Mcckenzie LLP, in Dallas, Texas.

The bankruptcy trustee and foreign representative of MtGox Co.
Ltd. with respect to the Japan Bankruptcy Proceedings:

     MtGox Co., Ltd.
     Office of Bankruptcy Trustee
     Kojimachi 3 chome building #202
     Kojimachi 3-4-1
     Chiyoda-ku, Tokyo
     Tel: +81-3-4588-3922
     Attn: Nobuaki Kobayashi

The Ontario Superior Court of Justice (Commercial List) on
Oct. 3, 2014, ordered, pursuant to Section 272 of the Bankruptcy
and Insolvency Act, that the bankruptcy proceedings commenced with
respect to MtGox Co., Ltd. -- aka Mt. Gox KK and dba MtGox
-- be recognized as a "foreign main proceeding."

The Canadian legal counsel to the bankruptcy trustee and foreign
representative of MtGox Co., Ltd, are:

     MILLER THOMSON LLP
     Scotia Plaza
     40 King Street West, Suite 5800
     PO Box 1011
     Toronto, ON Canada M5H 3S1
     Tel: 416-595-8615/8577
     Fax: 416-595-8695
     Attn: Jeffrey Carhart/ Margaret Sims

The company said it has estimated assets of $10 million to
$50 million and debts of $50 million to $100 million.


NAARTJIE CUSTOM: Feb. 3 Hearing on Bid for Exclusivity Extensions
-----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Feb. 3, 2015, at
11:00 a.m., to consider Naartjie Custom Kids, Inc.'s motion for an
extension of the Debtor's exclusive period to propose a plan.
Objections, if any, are due Jan. 26.

The Debtor is requesting that the Court extend its exclusive
periods to file a Chapter 11 plan until April 10; and solicit
acceptances for that plan until June 9.

The Debtor explained that it needs additional time to negotiate a
consensual resolution of the case either through a structured
dismissal or through a chapter 11 plan.

The Debtor has spent substantial time seeking to sell its assets to
maximize value before the value of those assets diminished.  The
Debtor is now working with its creditor constituents to
consensually resolve the case, to obtain the regulatory approvals
required for the pending sale of its interests in ZA One, and to
wind down the Debtor's American operations.

                     About Naartjie Custom Kids

Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666).  The case is assigned to Judge William T. Thurman.

The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP as its counsel.  Ray Quinney &
Nebeker P.C. serves as local counsel.  FTI Consulting, Inc. serves
as its financial advisor.


NATIONAL SPORTS ACADEMY: Files for Ch 11 Bankruptcy Protection
--------------------------------------------------------------
National Sports Academy at Lake Placid filed for Chapter 11
bankruptcy protection (Bankr. N.D.N.Y. Case No. 15-10082)on Jan.
17, 2015, disclosing $1.81 million in total assets and $1.86
million in total liabilities.  The petition was signed by Lisa
Wint, head of school.

Interim Head of School Lisa Wint said in a statement, "NSA fully
intends to restructure its balance sheet through the Chapter 11
process.  Our talented teachers and coaches are focused on
continuing to increase enrollment through team and individual
sports and provide top notch athletic and educational opportunities
for ambitious young men and women."

Christopher James Baum, Esq., at Baum & Bailey, P.C., serves as the
Debtor's bankruptcy counsel.  Matthew Turner at Lake Placid News
relates that the Debtor also hired Jeb Singer, Esq., at J. Singer
Law Group.

The Debtor's bankruptcy filing shows that it owes money to between
50 and 99 creditors.  According to Lake Placid News, the Debtor's
creditors include the village of Lake Placid, which is owed
$156,787 through the village's revolving loan fund.

Lake Placid News states that these three lawsuits, all stemming
from allegations of breaches of contract by the Debtor, are
pending:

      a. a lawsuit by John Perrachio, a former board member who is

         owed by the Debtor $105,000, is the only one not in
         dispute;

      b. a lawsuit by Kabrual and Julie Tasha, former parents of
         two NSA hockey players whose $40,000 is being disputed by

         the Debtor, claims breach of the Debtor's enrollment
         contract; and

      c. a lawsuit by Bear Essentials, a local clothing company
         with stores in Lake Placid and Saranac Lake and which is
         owed $5,776 in invoices for embroidery and screen
         printing services.  The Debtor also disputes their claim.

According to Lake Placid News, the Debtor's revenue dropped to
$342,850 in 2014, from $731,622 in 2013.  Enrollment, the report
adds, is currently below 20 students, down from 48 in September
2013 and 60 the year before.

The Debtor, Lake Placid News recalls, avoided, for the second time
in two years, closure this winter due to donations from parents,
board members, and the community.

Headquartered in Lake Placid, New York, National Sports Academy at
Lake Placid is a private boarding school, which focuses on training
students in winter sports.


NATURAL MOLECULAR: Defends Sale to YourCode; APA Revised
--------------------------------------------------------
Mark Calvert, as Chapter 11 trustee for Natural Molecular Testing
Corporation, submits a revised form of Asset Purchase Agreement
between the Debtor, YourCode, Inc., and Beau Fessenden, Keith
Tyacke, and Ken Webert as shareholders of YourCode.

The bankruptcy trustee of NMTC sought court approval last month to
sell almost all of the company's assets to YourCode, Inc.  One of
YourCode's shareholders is former NMTC officer Beau Fessenden who
is facing a lawsuit filed by the company.

Under the proposed sale, the company will receive $25,000 in cash
once it closes the sale, and deferred payment of $361,000 evidenced
by a promissory note issued at closing, bearing interest
at 1 percent per annum.

NMTC will also receive royalty payments of 5% of cash revenue
received by YourCode for the five years following the closing.
YourCode is only allowed to pay up to $2 million per year or $10
million in the aggregate.

A copy of the Asset Purchase Agreement is available at:

                       http://is.gd/wZ08k6

                     Committee Opposes Sale

The Official Unsecured Creditors' Committee opposes the Trustee's
Motion for an authorizing the Sale of the Debtor's assets.

Christopher M. Alston, Esq., of Foster Pepper LLC, notes that
YourCode continues to propose to pay almost all of the monetary
consideration over time: only $10,000 will paid at closing, and
$240,000 will be paid over two years at $10,000 a month starting
June 1 (payments started sooner under the Term Sheet) and with
zero interest.  YourCode is a brand new company with no track
record that will be run by individuals whose current company (the
Debtor) is under criminal investigation for fraud.  The risk of
non-collection is high, and the note has to be further discounted
for present value.  And the Committee submits that after these
intellectual property assets are used by YourCode for any period
of time they will have no re-sale value, so a security interest in

only these assets provides little to no security.  YourCode
apparently refuses to offer a blanket security interest in after-
acquired property or any personal guarantees, which would provide
meaningful security for the note.

Mr. Alston submits that the monetary consideration to the estate
under the APA is now even lower than the amount provided in the
Term Sheet.  One of the assets to be sold is a copy of the
information imaged from the servers in the possession of the
Trustee. Remarkably, the Trustee must incur the expense to copy
the servers.  At one point the Committee was told by the Trustee
that these copying costs could exceed $10,000.  It appears that
the actual cost may be less. But no matter whether the costs are
$1,000 or $10,000, under no circumstances should the creditors
have to pay anything to sell assets to Mr. Fessenden.

Mr. Alston states that the principals of YourCode continue to
agree to waive their rights to administrative claims, but this
agreement provides virtually no value.  As the Committee noted in
its opposition, these three individuals have no right to any
administrative claim, because a) they have already been paid
substantial amounts in compensation by the Debtor, b) their
conduct during the case damaged the estate and harmed creditors,
and c) Mr. Fessenden knowingly waived the right to an
administrative claim for any contributions to the Debtor.  The
free services to be provided by YourCode's shareholders, which
were supposedly such a valuable aspect of the sale under the Term
Sheet, have been removed from the APA.  YourCode agrees to assume
certain liabilities identified on Exhibit C, but there is only one

item on the list: "None."  In sum, the only consideration the
estate can count on is the $10,000 cash at closing -- which may be

handed over to a vendor to copy the servers for the buyer.

                     U.S. Trustee Also Objects

The U.S. Trustee opposes the Chapter 11 Trustee's sale motion
and joins in the Committee's objections.

The U.S. Trustee objects on the basis that the Asset Purchase
Agreement does not make clear whether or not the lab equipment
(estimated to be worth approximately $640,000 on its personal
property schedule is included or excluded from the assets being
sold.  The APA does not expressly mention this equipment (which was
transferred to AutoGenomics in California following the last
hearing).  However, the APA does contemplate sale or transfer of
DNA samples and it is the United States' understanding that the
equipment transferred to AutoGenomics was used to store the DNA
samples.  Accordingly, it is unclear whether that equipment --
which represents a significant asset of the estate -- is included
or excluded from this proposed sale. The vagueness of this point is
yet another reason why the sale is not approvable at this time.

            Chapter 11 Trustee Replies to Objections

The Chapter 11 Trustee says it has negotiated hard, but $10,000
cash is the most that Purchaser can pay given the need for capital
to develop the business.  The Trustee believes that the deferred
payment compensation is appropriate given that the intellectual
property assets being sold in the APA will take time to be
monetized and would likely have little or no value to any other
buyer.  This is undocumented software in progress that the Trustee

believes to be worthless without the continued involvement of
those who conceptualized it and know how to capitalize it.

The Purchaser has now agreed to pay for the cost of imaging the
server hard drives, so that this amount will no longer effectively

deduct from the $10,000 in cash that the estate is getting
upfront.

The Chapter 11 Trustee disagrees with the Committee's position
that there is no value in the three management employee's waivers
of administrative claims.  The three management employees have
devoted a substantial amount of unpaid time first to the Debtor as

a debtor in possession and subsequently to assist the Chaapter 11
Trustee.  For example, since the Trustee was appointed, they have,

among other things, consulted on collection of public and private
receivables, assisted the Trustee with respect to reporting and
explaining a potential overbilling issue, and physically assisted
with respect to the Trustee's move out process, including without
limitation disposing of bio-hazard waste.  They should not be
entitled to full salaries given the state of the Debtor's business

during this time period, but it is not reasonable to believe that
they are entitled to zero consideration for their time.

The Chapter 11 Trustee is represented by:

         John S. Kaplan, Esq.
         PERKINS COIE LLP
         1201 Third Avenue, Suite 4900
         Seattle, WA 98101-3099
         Tel: (206) 359-8000
         Fax: (206) 359-9000

                     About Natural Molecular

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Hacker
& Willig, Inc., P.S., serves as its bankruptcy counsel. The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.

Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors.  Foster Pepper's
Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance
Keenan, Esq., serve as the Committee's attorneys.



NAZARETH LIVING: Fitch Affirms 'BB' Rating on $7.3MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on the St. Louis County
Industrial Development Authority (MO) bonds, issued on behalf of
Nazareth Living Center (NLC):

   -- $7.3 million series 1999 refunding revenue bonds.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a pledge of gross revenues, a first
mortgage lien, and a debt service reserve fund.

KEY RATING DRIVERS

BOOST FROM ILU PROJECT: NLC's financial performance improved in
fiscal 2014, in part resulting from successful occupancy and
revenue from its 50-ILU expansion completed in 2013.  As of fiscal
(year end June 30) 2014 NLC's 137 days of cash on hand (DCOH),
39.6% cash to debt and 1.6x coverage of maximum annual debt service
(MADS) were all improved from prior fiscal year.  NLC received $3.3
million in initial entrance fees, which were used in part to repay
a $2 million note.

CAPITAL PLANS IMMINENT: NLC has begun the next phase of its campus
project, which will include an $8 million memory care expansion and
skilled nursing renovation within the next year.  Additional future
plans include another ILU expansion.  Fitch expects to review plans
as they are finalized in the coming months.  Routine capital
expenditures are near $600,000 annually going forward, light but
consistent against planned project expenditures.

OCCUPANCY REMAINS MIXED: While the new ILUs remain filled with a
28-member wait list, through the three-month interim period ended
Sept. 30, 2014 assisted living unit (ALU) occupancy remained low at
57%, dementia occupancy was below prior year at 73%, and skilled
nursing (SN) occupancy dipped slightly to 87%.  Occupancy in AL,
dementia and SN remains pressured due in part to the competitive
service area, and NLC's lack of private SN beds.

COMPETITIVE LANDSCAPE: The competitive landscape is material credit
concern, as there are several competing facilities in the St. Louis
metro providing comparable CCRC services.  As such, Fitch believes
that NLC's campus plan execution will be essential to remaining
marketable and competitive against other providers, as well as key
to reducing its reliance on providing services to members of
Sisters of St. Joseph of Carondolet (CSJ), whose population has
been diminishing.

RATING SENSITIVITIES

FUTURE CAPITAL PLANS: Despite better performance in fiscal 2014,
NLC's still-limited liquidity and large debt burden in the face of
near-term capital projects preclude any upward rating pressure. NLC
is expected to execute the memory care and skilled nursing project
within the next six to 12 months, which will likely be funded by
additional debt.  This rating action does not incorporate any
financing plans, and Fitch will continue to monitor these over the
coming months, and take rating action as necessary.
CREDIT PROFILE

Located in St. Louis, MO, NLC operates 50 ILUs, 150 ALUs and 140
SNF beds, generating $17.3 million in total revenue in fiscal 2014.
Benedictine Health System (BHS) and the Sisters of St. Joseph of
Carondolet (CSJ) are joint members of NLC.

ILU PROJECT BENEFITS

From fiscal 2013 to fiscal 2014, NLC's total operating revenue
increased 13%, and its total net available for debt service
increased nearly 50% due to solid revenues and net entrance fee
cash flow from its successful 50-ILU expansion.  Including only
turnover entrance fees (approx. $20,400) NLC produced MADS coverage
of 1.6x in fiscal 2014.  Per its covenant calculation, which is
based on actual annual debt service, NLC had produced 2.27x
coverage through the Oct. 31, 2014 four-month interim period.

Further, NLC's balance sheet improved, to nearly $6.1 million in
unrestricted cash and investments, equal to 137 DCOH and a 4.6x
cushion ratio, versus Fitch's below investment grade (BIG) medians
of 233 DCOH and 4.9x cushion ratio.  NLC is budgeting for steady to
slightly better fiscal 2015 results, which is consistent with
performance year to date.

FUTURE CAPITAL PLANS

NLC is in the midst of a multiphase campus plan, which will likely
include an $8 million memory care building and SNF renovation.  The
financing for this project will be a mixture of fundraising and
debt, which is expected to be clarified over the next three to six
months.  Additional campus plans include another ILU expansion,
which would also likely include debt financing.  This rating action
does not incorporate these preliminary plans, though Fitch notes
that NLC has only limited debt capacity at the current rating
level.

NLC has traditionally provided services to the predominately CSJ
population and CSJ has the right to occupancy on 30 of the 50 new
ILUs for at least 10 years.  Total revenue from CSJ was $5.1
million in fiscal 2014 and $4.9 million in fiscal 2013.  Plans to
diversify and grow NLC's revenue base is viewed positively, though
the associated debt will pressure NLCs already leveraged financial
profile over the near term.  At June 30, 2014 debt to net available
was 7.4x, and MADS was 7.6% of revenue.  While favorable to Fitch's
'BIG' medians of 7.8x and 11.1%, these ratios are indicative of a
slightly elevated debt burden.

DEBT PROFILE

At fiscal 2014 (June 30) NLC had $15 million in total long term
debt, which is 100% fixed rate.  This includes $8 million in series
2012 bonds which Fitch does not rate.  MADS equals $1.3 million,
and debt service is level through 2029.

DISCLOSURE

NLC is required to disclose only annual financial statements,
disseminated via the Municipal Securities Rulemaking Board's EMMA
system.  However, Fitch views NLC's consistent voluntary
distribution of interim financials and occupancy statistics
favorably.



NEXSTAR BROADCASTING: Moody's Rates New Unsecured Bonds 'B3'
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
bonds of Nexstar Broadcasting, Inc. The company expects to use
proceeds primarily to fund pending acquisitions.

Nexstar's B1 Corporate Family Rating (CFR), stable outlook, and
SGL-2 speculative grade liquidity rating are unchanged.

Nexstar Broadcasting, Inc.

Senior Unsecured Bonds, Assigned B3, LGD5

Ratings Rationale

The transaction would improve liquidity by extending the maturity
profile and freeing up bank capacity which might otherwise have
been used to fund acquisitions. The proposed bond issuance is in
line with Moody's expectations as of the December 17, 2014, upgrade
of Nexstar's CFR to B1 from B2.

Pro-forma for the completion of all announced transactions,
Nexstar's portfolio will increase to 110 television stations and
related digital multicast signals reaching 58 markets or
approximately 18% of all U.S. television households with estimated
two year average revenue of approximately $700 to $750 million.

The principal methodology used in this rating was Global Broadcast
and Advertising Related Industries published in May 2012. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.



NEXSTAR BROADCASTING: S&P Revises Outlook & Affirms 'B+' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Irving, Texas-based TV broadcaster Nexstar Broadcasting
Group Inc. to positive from stable.  At the same time, S&P affirmed
its 'B+' corporate credit rating on the company.

S&P also assigned its 'B+' issue-level rating and '4' recovery
rating to the company's proposed $250 million senior unsecured
notes due 2022.  The '4' recovery rating indicates S&P's
expectation for average recovery (30%-50%; low end of the range)
for lenders in the event of a payment default.

In addition, S&P revised its recovery rating on the company's $525
million senior unsecured notes due 2020 to '4' from '5' and
subsequently raised the issue-level rating on the notes to 'B+'
from 'B'.

The 'BB' issue-level and '1' recovery ratings on the company's
senior secured debt remains unchanged.

"The positive rating outlook reflects Nexstar's increased size and
scale as a result of its recent acquisitions and pro forma adjusted
debt-to-average-eight-quarter EBITDA in the mid-5x area," said
Standard & Poor's credit analyst Jawad Hussain.  "The outlook
revision also reflects our expectation that leverage will moderate
to about 5x over the next 12-18 months."

S&P expects that Nexstar's leverage, based on average
trailing-eight-quarter EBITDA, will gradually moderate and improve
to about 5x as the company slows down its debt-financed
acquisitions and its margins improve with successful integration of
the acquired assets over the next 12-18 months.  The outlook also
reflects S&P's expectation that Nexstar will maintain adequate
liquidity and headroom with its tightest covenant.

S&P could raise the rating if the company reduces its average
trailing-eight-quarter adjusted debt to EBITDA to about 5x on a
sustained basis.  S&P would expect this to happen if
low-single-digit core ad revenue growth continues, if the company
sees strong growth in digital media revenue and retransmission
fees, and if it maintains EBITDA margins in the mid-30% area.

S&P could revise the outlook to stable if the company pursues a
financial policy under which average trailing-eight-quarter
adjusted leverage remains above 5.5x on a sustained basis due to
weaker-than-expected operating performance, large debt financed
acquisitions, or a more aggressive shareholder return program.



NEXT 1 INTERACTIVE: Incurs $2.5 Million Net Loss in Nov. 30 Qtr.
----------------------------------------------------------------
Next 1 Interactive, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $2.49 million on $404,000 of total revenues for the
three months ended Nov. 30, 2014, compared to a net loss of $11.44
million on $391,000 of total revenues for the same period in 2013.

For the nine months ended Nov. 30, 2014, the Company reported a net
loss of $4.92 million on $1.15 million of total revenues compared
to a net loss of $18.2 million on $1.27 million of total revenues
for the same period last year.

As of Nov. 30, 2014, the Company had $3.91 million in total assets,
$13.8 million in total liabilities, and a $9.91 million total
stockholders' deficit.

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

                     http://is.gd/misJrN

                   About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

The Company incurred a net loss of $18.3 million on $1.56 million
of total revenues for the year ended Feb. 28, 2014, as compared
with a net loss of $4.23 million on $987,000 of total revenues for
the year ended Feb. 28, 2013.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Feb. 28, 2014.  The independent auditors noted that
the Company has incurred net losses of $18.3 million and net cash
used in operations of $4.59 million for the year ended Feb. 28,
2014, and the Company had an accumulated deficit of $87.6
million and a working capital deficit of $13.5 million at Feb. 28,
2014.  These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws," the Company said in its fiscal 2013 annual
report.


OPTIMA SPECIALTY: Moody's Revises Outlook on B2 CFR to Negative
---------------------------------------------------------------
Moody's Investors Service revised Optima Specialty Steel, Inc.'s
rating outlook to negative from stable and affirmed its B2
corporate family rating, B2-PD probability of default rating and B2
rating on its $175 million senior secured notes due 2016. The
change in outlook reflects the company's diminished liquidity
following the withdrawal of its proposed $300 million senior note
offering, which would have funded the acquisition of The Corey
Steel Company, increased its liquidity, extended its debt
maturities to 2019 from 2016 and modestly reduced its interest
costs. Moody's is withdrawing the senior notes rating, which was
assigned at B3 in October 2014. Optima intends to issue $85 million
in 12% senior unsecured notes due 2016 to fund the acquisition of
Corey Steel and to retire the company's existing $35 million of 16%
senior unsecured notes and to pay consent fees and call premiums on
the notes. As a result, Optima will not extend its debt maturities
and will incur incremental interest costs.

The following ratings were affected in this rating action:

Withdrawals:

$300 Million Senior Secured Notes due 2019, withdrawn at B3, LGD4

Outlook Actions:

Changed To Negative From Stable

Affirmations:

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

  $175 Million Senior Secured Notes due 2016, Affirmed B2, to LGD3
from LGD4

Ratings Rationale

Optima's B2 corporate family rating reflects its small size and
exposure to cyclical industries and volatile steel prices, which
have weighed on its operating results over the past few years. The
rating also incorporates the company's acquisitive history and
inconsistent acquisition track record. Its acquisitions have been
mostly financed with debt and have produced a weaker than expected
operating performance, resulting in higher than anticipated
leverage, weak interest coverage and goodwill impairment charges.
Optima's ratings are supported by the company's above average
margins and returns relative to other rated steel companies and its
positive free cash flow.

The change in Optima's outlook to negative from stable reflects its
diminished liquidity following the withdrawal of its proposed $300
million senior secured note offering. The proceeds from the note
offering were going to be used to acquire The Corey Steel Company,
increase the company's liquidity, and to redeem the company's
existing $175 million senior secured notes due 2016 and $35 million
senior unsecured notes due 2016 including the associated call
premiums. The company also planned to establish a new $75 million
5-year asset based lending facility that would replace its current
$40 million ABL revolver due in April 2016. Therefore, Optima would
have been able to extend its debt maturities by more than three
years and increase its liquidity by about $50 million. However, the
company has abandoned this proposed refinancing due to weaker than
expected market acceptance and instead plans to issue $85 million
in 12% senior unsecured notes due 2016. The proceeds will be used
to fund the acquisition of Corey Steel and to retire the company's
existing $35 million of 16% senior unsecured notes due 2016 and pay
a 1% consent fee and the 8% call premium on the notes. Optima also
plans to increase the size of its revolver to $45 million from $40
million. As a result, Optima will be incurring incremental interest
costs of about $4.5 million annually.

Optima's operating results remained relatively weak during the
trailing twelve months ended September 2014 due to severe winter
weather, steel price volatility, relatively weak end market demand
and supply chain disruptions. As a result, Optima generated
adjusted EBITDA of only $64 million on sales of $562 million.
However, the company did manage to generate almost $12 million of
free cash flow due to modest capital spending and effective working
capital management, which allowed it to reduce debt by $17 million.
This enabled Optima to lower its leverage ratio (Debt/EBITDA) to
3.4x from 4.6x in September 2013 and a raise in its interest
coverage ratio (EBIT/Interest Expense) to 1.1x from 0.6x.

Optima's operating performance is expected to be relatively stable
in 2015. It will benefit from the resolution of supply chain
disruptions at Kentucky Electric Steel and modestly improved demand
from most end markets. Optima will also benefit from the EBITDA
generation of Corey Steel when the acquisition closes in late
January 2014. However, this will likely be offset by substantially
weaker demand from the energy sector and lower steel prices. If
Optima produces stable operating results then its credit metrics
will modestly deteriorate due to the expected $50 million increase
in outstanding debt and $4.5 million increase in annual interest
expense. However, its metrics should remain commensurate with the
company's rating.

Optima has an adequate liquidity profile with $1 million of cash
and $38 million of availability on its ABL revolver as of September
30, 2014. Its liquidity will increase by about $5 million to $10
million when the proposed note issuance and the acquisition of
Corey Steel are completed. Its borrowing availability will increase
by $5 million since the size of its ABL revolver will rise to $45
million from $40 million currently and its cash balance will
increase modestly from the excess proceeds of the note offering.

Optima's ratings are not likely to experience upward pressure in
the near term. However, the ratings would be considered for an
upgrade if the company successfully integrates the acquisition of
Corey Steel, returns to producing adjusted EBIT margins above 10%
and achieves improved credit metrics. This would include
maintaining a leverage ratio below 4.0x and raising the interest
coverage above 2.5x on a sustainable basis.

The ratings would be considered for a downgrade if the company does
not successfully integrate the acquisition of Corey Steel or
experiences deteriorating operating results, pursues additional
debt financed acquisitions or shareholder distributions that result
in a leverage ratio above 5.0x or an interest coverage ratio below
1.5x on a sustainable basis. A reduction in borrowing availability
or liquidity could also result in a downgrade.

The principal methodology used in these ratings was Global Steel
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Optima Specialty Steel, Inc., headquartered in Miami, FL, is a
domestic value-added manufacturer of Special Bar Quality (SBQ) and
Merchant Bar Quality (MBQ) steel products and a processor of
seamless tubing and specialty Cold Finished Steel Bars (CSFB)
through three distinct business segments. Michigan Seamless Tube
(MST) produces carbon and alloy seamless pressure and mechanical
tubing primarily used in the oil & gas, power generation and
industrial sectors. Niagara LaSalle Corporation produces specialty
Cold Finished Steel Bars (CFSB) used in the automotive,
construction and agricultural equipment and oil & gas sectors.
Kentucky Electric Steel (KES) is a value-added manufacturer of
Special Bar Quality (SBQ) and Merchant Bar Quality (MBQ) steel
products for a variety of niche markets. Optima generated revenues
of $562 million for the trailing twelve month period ended
September 30, 2014. Optima Specialty Steel is owned by Optima
Acquisitions, LLC.



OXYSURE SYSTEMS: Re-Appoints Julian Ross as Chairman and CEO
------------------------------------------------------------
OxySure Systems, Inc., has re-appointed Julian T. Ross as its
chairman and chief executive officer for a term of three years with
an effective date of Jan. 1, 2015.  Mr. Ross will also continue to
serve as the Company's chief financial officer and secretary until
such time as the Company completes this hires, expected in 2015.

Mr. Ross will receive a base salary of $275,000, payable twice
monthly.

A full-text copy of the Employment Agreement is available at:

                        http://is.gd/namsZu

                       About OxySure Systems

Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions.  The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders.  The
Company owns nine (9) issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.

The Company incurred a net loss of $712,000 in 2013 as compared
with a net loss of $1.14 million in 2012.

The Company's balance sheet at Sept. 30, 2014, showed $2.09
million in total assets, $1.07 million in total liabilities and
$1.02 million in total stockholders' equity.

Sadler, Gibb & Associates, LLC, in Salt Lake, UT, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company had accumulated losses of $15,287,647 as of
Dec. 31, 2013, which raises substantial doubt about its ability to
continue as a going concern.


PACE HOMES: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Pace Homes, LLC
        5055 Granada Way
        Douglasville, GA 30135

Case No.: 15-51227

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 21, 2015

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Michael D. Robl, Esq.
                  THE SPEARS & ROBL LAW FIRM, LLC
                  104 Cambridge Avenue
                  Decatur, GA 30030
                  Tel: 404-373-5153
                  Email: mdrobl@tsrlaw.com

Total Assets: $2.36 million

Total Liabilities: $1.93 million

The petition was signed by Kent Owings, authorized representative.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb15-51227.pdf


PACIFIC SANDS: Judson Just Quits as CFO
---------------------------------------
Judson Just, chief financial officer, treasurer and director has
resigned his position with Pacific Sands, Inc.  Just did not resign
as a result of any disagreements with the company on any matter
relating to the company's operations, policies or practices,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.

                        About Pacific Sands

Based in Kenosha, Wisconsin, Pacific Sands, Inc., develops,
manufactures, markets and sells a range of nontoxic,
environmentally friendly cleaning and water-treatment
products based on proprietary blended botanical, nontoxic and
natural chemical technologies.  The Company's products have
applications ranging from water maintenance (spas, swimming pools,
fountains, decorative ponds) to cleaning (nontoxic household and
industrial) and pet care.

Pacific Sands reported a net loss of $334,000 for the year ended
June 30, 2014, compared to a net loss of $104,500 for the year
ended June 30, 2013.

Sassetti, LLC, in Oak Park, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2014, citing that the Company has a
significant accumulated deficit which raises substantial doubt
about the Company's ability to continue as a going concern.


PLATTSBURGH SUITES: Section 341(a) Meeting Scheduled for Feb. 12
----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Plattsburgh
Suites, LLC, will be held on Feb. 12, 2015, at 11:00 a.m. at First
meeting Ch11 Albany.  Creditors, including governmental units, have
until July 15, 2015, to file their proofs of claim.

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

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

Plattsburgh Suites, LLC, filed for Chapter 11 protection (Bankr.
N.D.N.Y. Case No. 15-10077) in Albany, New York, on Jan. 16, 2015,
disclosing $32.06 million in liabilities.  The case is assigned to
Judge Robert E. Littlefield Jr.  The Debtor has tapped Richard L.
Weisz, Esq., at Hodgson Russ LLP, in Albany, New York, as counsel.


PMC MARKETING: Court Rules in Clawback Suit Against DDC
-------------------------------------------------------
Noreen Wiscovitch Rentas, Chapter 7 Trustee to PMC Marketing
Corporation, filed an adversary proceeding to recover $41,400
against Downtown Development Corporation.  The Defendant filed a
Motion to Dismiss for a more definitive statement on June 4, 2012.
The Court denied that motion on Aug. 13, 2012.  The Defendant's
motion for summary judgment and Plaintiff's Opposition and Cross
Motion followed.

In its Opinion and Order dated Sept. 5, 2014, the court denied the
Defendant's Motion for Summary Judgment but did not separately
consider the legal arguments raised by the Trustee in the counter
motion for summary judgment.  This question was raised by Plaintiff
at the pre trial hearing held on Nov. 5, 2014, and the court took
the matter under consideration.

In the Opinion and Order on Sept. 5, 2014, the court denied the
Defendant's Motion in which it found that the Defendant failed to
address why the first payment of $41,400 accounted for new value
under the minority interpretation of the Bankruptcy Code, and that
the alleged $77,200, could not qualify for the new value exception
because such amount accrued post-petition.

In a Jan. 14, 2015 Opinion and Order available at
http://is.gd/llKuDDfrom Leagle.com, Bankruptcy Judge Brian K.
Tester in Puerto Rico granted the Plaintiff's Counter Motion for
Summary Judgment in the amount of $41,400 plus costs.  The trial
scheduled for Jan. 22, 2015 in this adversary proceeding is vacated
and set aside.

PMC Marketing Corp. filed a Chapter 11 bankruptcy petition (Bankr.
D.P.R. Case No. 09-02048) on March 18, 2009.  The case was
converted into a Chapter 7 proceeding on May 19, 2010.  On May 20,
2010, Noreen Wiscovitch-Rentas was appointed the Chapter 7 trustee.


PODS LLC: Moody's Assigns B2 CFR & Rates 1st Lien Debt  B1
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating,
B2-PD Probability of Default Rating and SGL-2 Speculative Grade
Liquidity Rating to PODS LLC ("PODS" or the company). Moody's also
assigned instrument ratings of B1 (LGD3) to the new senior secured
(first lien) revolving credit facility and term loan and a Caa1
(LGD5) rating to the new senior secured (second lien) term loan.
The rating outlook is stable.

Ratings Rationale

The B2 Corporate Family Rating and stable outlook are prospective
in nature, incorporating Moody's expectation of continued revenue
growth as the PODS concept expands further in the moving and
storage industry and, notably, as recently acquired franchises are
fully integrated and the favorable financial impact of their
operational results and cost saving benefits are fully realized and
evidenced in the company's financial results. Moody's believes the
portable moving and storage idea is an efficient and useful market
concept with above GDP growth potential. Introduced in 1998, PODS
has the largest number of portable storage containers; however,
certain companies in the moving and storage industries are
attempting to compete, some of which aim to replicate the PODS
offering to some degree. Balanced against the attractive revenue
trajectory and market outlook, the company has a high debt burden
of approximately 6.2x Debt/EBITDA on a Moody's adjusted basis,
although declining leverage from term loan repayments using excess
free cash flow as acquisition activities slow supports the
forward-looking ratings and stable outlook.

The new credit facilities, comprised of a five-year $50 million
first lien revolver, seven-year $390 million first lien term loan
and eight-year $170 million second lien term loan will be used to
finance the acquisition of PODS by Ontario Teachers' Pension Plan
("OTPP") from Arcapita, Inc. OTPP is anticipated to use
approximately 50% equity financing to complete the transaction.

Moody's views the company's liquidity as good, as denoted by the
SGL-2 rating. Full or nearly full availability under the $50
million revolver is expected at closing, with seasonal rather than
long-term use of the facility anticipated. The company's working
capital needs build in the first quarter of the calendar year as
the spring and summer moving season approaches, and drawings under
the facility may then be repaid by the end of the second quarter as
business peaks for the year and working capital is unwound.
Revolver compliance should be more than sufficient, and while cash
balances are very modest and sources of alternate liquidity are
deemed to be few due to the company's fully secured credit
facilities, Moody's expect the company to be free cash flow
positive over the course of the year.

The stable outlook reflects Moody's expectation that management
will utilize recurring cash flow to lower leverage to levels more
appropriate for companies in the single-B rating range (i.e.;
sub-6x Debt/EBITDA or lower, as adjusted by Moody's) over the next
12-to-18 months. The outlook also anticipates revenue growth in the
high single-digits and operating margin increases to 16%-17% as the
franchise roll-up strategy bears fruit.

The ratings could come under pressure or be downgraded if
Debt/EBITDA increases above 6.5x, if free cash flow becomes
negative or if EBIT/Interest approaches 1x. A weakening of
liquidity, signaled by a sustained long-term draw under the
company's revolving credit facility, would also create negative
rating pressure. Conversely, Moody's would consider higher ratings
should the company's Debt/EBITDA decline below 5.5x on a sustained
basis, FFO/Debt exceeds 15%, or if EBIT/Interest exceeds 2x.

PODS® provides residential and commercial services in the moving
and storage industry in 46 US states, Canada, Australia and the UK.
Founded in 1998, the PODS network has completed more than 500,000
long-distance moves, exceeded 2 million deliveries and has more
than 150,000 PODS containers in service. Moody's forecast annual
revenue of about $420 million in 2015 and Debt to Moody's adjusted
EBITDA of about 5.9x at December 31, 2015.

Assignments:

Issuer: PODS LLC

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Senior Secured Revolving Credit Facility, Assigned B1, LGD3

Senior Secured First Lien Term Loan, Assigned B1, LGD3

Senior Secured Second Lien Term Loan, Assigned Caa1, LGD5

The principal methodology used in this rating was the Global
Surface Transportation and Logistics Companies methodology
published in April 2013. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
US, Canada and EMEA published in June 2009.



PORT AGGREGATES: Can File Schedules & Statement Until January 30
----------------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana extended the deadline for Port
Aggregates Inc. to file its schedules of assets and liabilities,
and statement of financial affairs until Jan. 30, 2015.

As reported in the Troubled Company Reporter on Jan. 9, 2015, the
formal schedules of assets and liabilities, as well as the
statement of financial affairs, were originally due Jan. 2, 2015.

According to court documents, the Debtor and its subsidiaries --
including PAI Material Handling, LLC, PAI Precast, LLC, and PAI
Ready Mix, LLC -- have a fully integrated cash management system
that relies on cash collateral generated by these companies and a
line of credit with Whitney Bank, as is necessary.  The
subsidiaries are not in bankruptcy and their business operations
are independent of the Debtor; however, the entities generate
consolidated financial statements, are co-lenders, and
co-guarantors of the Whitney Bank debt.  The Debtor and its
subsidiaries estimate revenues of between $70-80 million in 2014.
Given the size and complexity of their business operations, the
debt shared by the companies, the fact that certain pre-petition
invoices have not yet been received, the timing of the decision to
file this bankruptcy case, and the extensive efforts that the
Debtor's management and other professionals devoted to negotiating
with key creditors leading up to filing this chapter 11 cases, the
Debtor was unable to compile all of the information required to
complete the schedules and statements prior to the petition date.

According to the Debtor, given the urgency with which it sought
chapter 11 relief and the numerous critical operational matters
that the Debtor's accounting staff must address in the early days
of this case -- including dealing with both Christmas and New
Year's holidays -- the Debtor will not be in a position to complete
the Schedules and Statements within the time specified in
Bankruptcy Rule 1007(c).  Completing the Debtor's schedules and
statements will require the Debtor and its advisors to collect,
review, and assemble large amounts of information.  Nevertheless,
recognizing the importance of the schedules and statements in this
chapter 11 case, the Debtor intends to complete the schedules and
statements as quickly as possible under the circumstances.

                      About Port Aggregates

Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. La. Case No. 14-51580) in Lafayette, Louisiana, on
Dec. 19, 2014.  The Debtor estimated $10 million to $50 million in
assets and debt.  

The Debtor is required to submit a Chapter 11 plan and disclosure
statement by April 20, 2015.

The case is assigned to Judge Robert Summerhays.  The Debtor has
tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam,
Duplantis & Eagan LLC, as counsel.

The petition was signed by Andrew L. Guinn, Sr., president.


PORT AGGREGATES: Jan. 27 Hearing on Bid for Trustee or Examiner
---------------------------------------------------------------
The Bankruptcy Court has continued until Jan. 27, 2015, at 1:30
p.m., the hearing to consider Port Aggregates, Inc.'s application
to appoint a trustee or an examiner in its Chapter 11 case.

The hearing was previously set for Dec. 29, 2014.

On Dec. 29, Andrew Lee Guinn, Sr., president of the Debtor, filed a
declaration in support of the restated, amended and renewed
application for appointment of receiver and interim temporary
receiver.  Mr. Guinn said the Company sought for the appointment of
an examiner in the case to investigate concerns of the Company
regarding the prior management and control of the concrete
operations by certain plaintiffs of the State Court Action.

As reported in the TCR on Jan. 2, 2015, according to the Debtor, an
examiner is needed to conduct an investigation and thereafter,
render a report to include, without limitation, the examiner's
findings, recommendations, and conclusions regarding the
allegations made within the state court action pending in the 31st
Judicial District Court, Parish of Jefferson Davis, State of
Louisiana, and also, to investigate the relationship of the
plaintiffs in the State Court Action or some of them with at least
one competitor of the Company, and also to investigate the
Company's concerns.

In the state court action, Timothy J. Guinn and other shareholders
of Port Aggregates instituted a petition for derivative action
against Port Aggregates and other companies.  The basis for the
state court action are allegations of mismanagement, self-dealing,
and breaches of fiduciary duty by the defendants.

                      About Port Aggregates

Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. La. Case No. 14-51580) in Lafayette, Louisiana, on
Dec. 19, 2014, without stating a reason.  The Debtor estimated $10
million to $50 million in assets and debt.  

The Debtor is required to submit a Chapter 11 plan and disclosure
statement by April 20, 2015.

The case is assigned to Judge Robert Summerhays.  The Debtor has
tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam,
Duplantis & Eagan LLC, as counsel.

The petition was signed by Andrew L. Guinn, Sr., president.



QUALITY LEASE: Wants Plan Filing Deadline Moved to March 1
----------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on Jan. 26, 2015,
at 1:00 p.m., to consider Quality Lease And Rental Holdings, LLC,
et al.'s motion to extend its exclusive periods.

The Debtors are requesting that the Court extend their exclusive
periods to file plan of reorganization until March 1, 2015, and
solicit acceptances for that plan until April 30.

The current deadline for the Debtor to file its plan and disclosure
statement is Jan. 29.  The Debtors' exclusivity period to confirm a
plan expires 60 days thereafter -- March 28, 2015.
However, the Debtors will be unable to confirm a plan prior to the
expiration of that exclusivity period.

              About Quality Lease and Rental Holdings

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

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

The cases are assigned to Judge David R Jones.

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

The U.S. Trustee for Region 7 was unable to solicit sufficient
interest to form a committee that will represent unsecured
creditors of the Debtors.


QUIGLEY CO: Pfizer Not Liable for Death Caused by Bankrupt Unit
---------------------------------------------------------------
Sharleen Sprague filed a case arising from the death of James Olson
as a result of malignant pleural mesothelioma that the Plaintiff
alleges was caused by exposure to asbestos containing products made
by Quigley Co., Inc., a former subsidiary of Defendant Pfizer,
Inc.

Quigley has undergone a reorganization pursuant to Chapter 11 of
the United States Bankruptcy Code, and the reorganization plan
channels almost all asbestos lawsuits against Quigley and Pfizer
into an asbestos trust under Section 524(g) of the Bankruptcy Code.
The channeling injunction does not cover "a claim against [Pfizer]
alleging a theory of apparent manufacturer liability under
Restatement (Second) of Torts Section 400."

The Plaintiff moves for certification of questions to the
Washington State Supreme Court regarding the scope of Section 400
under Washington law and whether she has provided enough evidence
to "justify a jury in finding liability."  Pfizer moves for summary
dismissal of the case, arguing that the Plaintiff cannot prove it
was an "apparent manufacturer" under Section 400 and so the
bankruptcy injunction prohibits the Plaintiff's suit.

In an order dated Jan. 12, 2015, Judge Robert J. Bryan of the U.S.
District Court for the Western District of Washington, Tacoma,
denied the Plaintiff's motion to certify and granted Pfizer's
motion for summary judgment and dismissed the case.

Judge Bryan ruled that "[a] parent/subsidiary relationship alone
would not give rise to a conclusion that Pfizer manufactured the
product."  In this case, the Plaintiff has not shown that there are
issues of fact as to her Section 400 claim and the Plaintiff's
remaining case is barred by Quigley reorganization plan that
channels all asbestos product related claims against Quigley and
Pfizer to the 524(g) trust.

The case is SHARLEEN SPRAGUE, Personal Representative of the Estate
of JAMES OLSON, Plaintiff, v. PFIZER, INC., Defendant, CASE NO.
14-5084 RJB (W.D. Wash.).  A full-text copy of Judge Bryan's
Decision is available at http://is.gd/uBRq2nfrom Leagle.com.

Sharleen Sprague, Plaintiff, represented by Chandler H Udo, Esq. --
chandler@bergmanlegal.com -- BERGMAN DRAPER LADENBURG PLLC, Glenn S
Draper, Esq. -- glenn@bergmanlegal.com -- BERGMAN DRAPER LADENBURG
PLLC, Matthew Phineas Bergman, Esq. -- matt@bergmanlegal.com --
BERGMAN DRAPER LADENBURG PLLC, Anna D Knudson, Esq. --
annak@bergmanlegal.com -- BERGMAN DRAPER & LADENBURG PLLC, Brian F
Ladenburg, Esq. -- brian@bergmanlegal.com -- BERGMAN DRAPER &
LADENBURG PLLC, Jeffrey M Odom, Esq. -- jodom@pcslegal.com --
PEPPLE CANTU SCHMIDT PLLC & Leonard J Feldman, Esq., STOEL RIVES.

Pfizer Inc., Defendant, represented by Marissa Alkhazov, BETTS
PATTERSON & MINES, Arthur E Brown, Esq. --
arthur.brown@kayescholer.com -- KAYE SCHOLER, Hayden A Coleman,
Esq. -- haydencoleman@quinnemanuel.com -- QUINN EMANUEL URQUHART &
SULLIVAN, LLP & Sheila L Birnbaum, Esq. --
sheilabirnbaum@quinnemanuel.com -- QUINN EMANUEL URQUHART &
SULLIVAN, LLP.


RECYCLE SOLUTIONS: Taps James McClogan as Special Counsel
---------------------------------------------------------
Recycle Solutions Inc. asks the U.S. Bankruptcy Court for the
Western District of Tennessee for permission to employ James T.
McColgan & Associates PLLC as its special counsel for purposes of
pursuing certain employment actions.

The Debtor says that, at the time of the commencement of its case,
it had one matter pending in the Circuit Court of Mississippi for
the Third Judicial District at Holly Springs: Recycle Solutions,
Inc. v. Mary Allison Campbell and Terry Dewayne Campbell and one
matter that was filed post-petition, Recycle Solutions, Inc. v.
Mark Huber and Isustain, Inc.

The firm says it has agreed to an hourly fee of $250 per hour plus
the expenses of the litigation.

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

                      About Recycle Solutions

Recycle Solutions, Inc., a Tennessee-based company that makes $10
million a year from recycling plastic bottles, paper and cans in
the Southeast, sought Chapter 11 bankruptcy protection in its
home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on Nov.
4, 2014, disclosing assets of $11.5 million against liabilities of
$6.4 million.

The case is assigned to Judge George W. Emerson Jr.  The Debtor is
represented by Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, in Memphis.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due March 4, 2015.

Recycle Solutions, founded in 2002 in Memphis, TN, is in the
business of recycling and reusing plastic, wood and packaging for
film rolls.  The company claims to be a pioneer in helping leading
corporations develop and implement innovative programs to reduce
their environmental impact.  James Downing, of Arlington,
Tennessee, founder and president, owns 100% of the stock.

The U.S. Trustee for Region 8 appointed three creditors to serve on
the official committee of unsecured creditors.


REGAL ENTERTAINMENT: S&P Removes 'B+' CCR From CreditWatch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it removed all of its
ratings on Knoxville, Tenn.-based movie exhibitor Regal
Entertainment Group and its operating subsidiary Regal Cinemas
Corp. (collectively, Regal) from CreditWatch, where S&P had placed
them with negative implications on Oct. 28, 2014.  The CreditWatch
placement had followed the company's announcement that it would
explore strategic alternatives, including the potential sale of the
company.  The outlook is stable.

The affected ratings include the 'B+' corporate credit ratings on
both companies, the 'BB' issue-level rating on the senior secured
credit facility, and the 'B-' issue-level rating on the senior
unsecured notes.  The recovery ratings on the debt issues remain
unchanged.

"We removed the ratings from CreditWatch because the company
announced on Jan. 15, 2015, that it is no longer considering a
sale, even though it is still considering 'strategic alternatives
to enhance shareholder value'," said Standard & Poor's credit
analyst Andy Liu.  "The rating action reflects our expectation that
a leveraged sale of Regal is unlikely in 2015."  S&P could lower
the ratings on Regal if the company announces specific strategic
alternatives that cause leverage to increase above 5x or results in
S&P revising and lowering the business risk assessment.

Although Regal is no longer contemplating selling the company,
other shareholder favoring actions could still impact the company's
credit metrics.  Regal is effectively controlled by Phillip
Anschutz, who owns about 47% of the common stock and 78% of the
voting control.  S&P believes that Mr. Anschutz has not been very
active in controlling the company since stepping down from the
board in 2006, but Regal has participated in many shareholder
rewarding initiatives under his ownership.  The $1 per share
special dividend ($155 million) paid on Dec. 15, 2014, was the
sixth time that the company had paid a special dividend.  The
dividend was funded with cash, and S&P had factored it into its
analysis.  But S&P would view any future debt-financed special
dividend (which S&P do not assume under its base case scenario),
acquisition, or share repurchase negatively, and it could result in
a downgrade.  S&P expects Regal to operate with leverage between 4x
and 5x over the next few years, and sustained leverage over 5x
would likely lead to a downgrade.  

The stable rating outlook reflects S&P's expectation that Regal can
maintain liquidity of at least $100 million and adjusted leverage
below 5x over the next 12-18 months, despite volatility in box
office performance and aggressive expansion plans.

S&P could lower the rating if Regal's operating performance
weakens, or if the company's financial policy becomes more
aggressive through significant debt-financed acquisitions or
shareholder return initiatives.  S&P could also lower the rating if
discretionary cash flow turns negative and EBITDA declines in 2015,
resulting in sustained leverage above 5x and liquidity falling
below $100 million.  This would likely entail attendance growth
below S&P's expectations for the next two years that causes pro
forma revenue to decrease in 2015 and EBITDA margins to contract.
This, together with an increase in capital spending, acquisitions
or shareholder distributions, or some combination of all these
factors, could lead to a downgrade.

S&P could raise the rating if Regal publically communicates and
adheres to a more conservative financial policy of maintaining
leverage in the low-4x area and consistently generates positive
discretionary cash flow, despite volatility in box office
performance.



REVSTONE INDUSTRIES: Disclosures OK'd, Plan Hearing on March 5
--------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware on Jan. 15, 2015, approved the disclosure
statement explaining Revstone Industries, LLC, et al.'s Joint
Chapter 11 Plan of Reorganization and scheduled the confirmation
hearing to commence on March 5, 2015, at 10:00 a.m. (prevailing
Eastern time).

Ballots accepting or rejecting the Plan must be received on or
before Feb. 20.  The solicitation agent will file with the Court,
no later than three business days prior to the confirmation
hearing, an affidavit regarding the results of the tabulation of
the ballots received on the Plan.  All objections to confirmation
of the Plan, including any support memoranda, must be filed with
the Court on Feb. 20.

Prior to the disclosure statement hearing, the Debtors filed
blackline versions of their plan and disclosure statement,
full-text copies of which are available at:

          http://bankrupt.com/misc/REVSTONEplan0114.pdf

A full-text copy of the solicitation package version of the
Disclosure Statement dated Jan. 20 is available at:

          http://bankrupt.com/misc/REVSTONEds0120.pdf

As previously reported by The Troubled Company Reporter, Revstone
Industries, LLC, Spara, LLC, Greenwood Forgings, LLC, and US Tool &
Engineering, LLC, on Dec. 10, 2014, filed with the Bankruptcy Court
a joint Chapter 11 plan and disclosure statement, which incorporate
the Bankruptcy Court-approved settlement between the Debtors and
each of their respective debtor and non-debtor subsidiaries, except
TPOP, LLC, the Pension Benefit Guaranty Corporation, the Official
Committee of Unsecured Creditors, and Boston Finance Group, LLC,
and a separate intercompany settlement among Revstone and Spara and
each of their respective debtor and non-debtor subsidiaries.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that for Revstone's unsecured creditors with claims
ranging from $24.5 million to $41.5 million, the projected recovery
is 7.2 percent to 12.2 percent.  For unsecured creditors of
affiliate Spara LLC, the predicted recovery is about 4.2 percent to
creditors with some $13 million in claims, while unsecured
creditors of Greenwood Forgings LLC and US Tool & Engineering LLC
don’t get anything, the report said.

The PBGC is projected for recovery of $77 million, although not
less than $75 million, after giving credit to money earmarked for
unsecured creditors, the Bloomberg report added.

                About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of truck
parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No.
12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon oversees
the case.  Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and
Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP
represent Revstone.  In its petition, Revstone estimated under $50
million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  

Greenwood estimated $1 million to $10 million in assets and $10
million to $50 million in debts.  US Tool & Engineering estimated
under $1 million in assets and $1 million to $10 million in debts.

The petitions were signed by George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 (Bankr. D. Del. Case No. 13-11831) on July
22, 2013, to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


REVSTONE INDUSTRIES: Settles for $2 Million With Cayman Fund
------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Revstone Industries LLC reached a settlement
with Airlie Opportunity Master Fund Ltd., resolving litigation
between the maker of truck engine parts and the Cayman Islands
hedge fund over an alleged fraudulent transfer.

According to the report, the settlement will bring Revstone's
estates $2 million.  Bloomberg related that Revstone filed a
lawsuit against Airlie, former Revstone executive George Hofmeister
and Hofmeister-related entities to recover $5.2 million that was
alleged to have been fraudulently transferred to Airlie by
Hofmeister to benefit his affiliated entities.  The settlement with
Airlie won't affect Revstone's ability to pursue claims against
Hofmeister and related entities, the report said, citing a court
filing.

                About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of truck
parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No.
12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon oversees
the case.  Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and
Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP
represent Revstone.  In its petition, Revstone estimated under $50
million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  

Greenwood estimated $1 million to $10 million in assets and $10
million to $50 million in debts.  US Tool & Engineering estimated
under $1 million in assets and $1 million to $10 million in debts.

The petitions were signed by George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 (Bankr. D. Del. Case No. 13-11831) on July
22, 2013, to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.

                        *     *     *

Revstone, Spara, Greenwood Forgings, and US Tool & Engineering, on
Dec. 10, 2014, filed their joint Chapter 11 plan of reorganization
and accompanying disclosure statement, which incorporate the
court-approved settlement between the Debtors and each of their
respective debtor and non-debtor subsidiaries, except TPOP, LLC,
the Pension Benefit Guaranty Corporation, the Official Committee of
Unsecured Creditors, and Boston Finance Group, LLC, and a separate
intercompany settlement among Revstone and Spara and each of their
respective debtor and non-debtor subsidiaries.

The Bankruptcy Court on Jan. 15, 2015, approved the disclosure
statement and scheduled the confirmation hearing to commence on
March 5, 2015, at 10:00 a.m. (prevailing Eastern time).  Ballots
accepting or rejecting the Plan must be received on or before Feb.
20.  The solicitation agent will file with the Court, no later than
three business days prior to the confirmation hearing, an affidavit
regarding the results of the tabulation of the ballots received on
the Plan.  All objections to confirmation of the Plan, including
any support memoranda, must be filed with the Court on Feb. 20.



ROOSTER ENERGY: S&P Lowers CCR to 'CCC-'; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit and
senior secured ratings on Houston-based Rooster Energy Ltd. to
'CCC-' from 'CCC+'.  The outlook is negative.  S&P left the '4'
recovery rating unchanged.

"The rating action reflected our belief that the company's
liquidity position is tight pro forma for the November debt
refinancing, and that it will likely deteriorate in 2015," said
Standard & Poor's credit analyst Christine Besset.

The rating continues to reflect the small size and scale of the
company's E&P and well services businesses, its geographic
concentration in the shallow waters of Gulf of Mexico, and its
strained liquidity.  S&P believes that the company is vulnerable
and dependent upon favorable business, financial, and economic
conditions to meet its financial commitments.

The negative outlook reflects S&P's opinion that Rooster's
liquidity position will likely weaken in 2015 under S&P's oil and
natural gas pricing assumptions due to lower cash flows from its
E&P operations and likely reduced demand for its oilfield services
business.



SABINE OIL: S&P Revises Outlook to Negative & Affirms 'B' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
negative from stable on Sabine Oil & Gas LLC and affirmed its 'B'
corporate credit rating on the company.  S&P also affirmed its
'CCC+' issue rating on the company's senior unsecured notes and
left the '6' recovery rating unchanged.

"We revised the rating outlook on Sabine to negative following a
reduction in our oil and natural gas price assumptions.  We expect
the company's credit measures to weaken due to lower commodity
prices," said Standard & Poor's credit analyst Ben Tsocanos.

The ratings on Sabine reflect S&P's view of the company's "weak"
business risk and "highly leveraged" financial risk.

The negative rating outlook reflects Standard & Poor's expectation
that Sabine's leverage will rise above 5x debt to EBITDA and below
12% FFO to debt in 2016 which S&P views as high for the rating.
S&P projects that leverage will begin to decline in 2017,
reflecting a higher oil price assumption.

S&P would consider a downgrade if the company faced material
liquidity issues that limited its access to its credit facility or
if S&P do not expect leverage to decline after peaking next year.

S&P would consider revising the outlook to stable if Sabine can
reduce financial leverage to below 5x debt to EBITDA and above 12%
FFO to debt while maintaining adequate liquidity.



SARALAND LLLP: District Judge Court Bars Harrell Appeals
--------------------------------------------------------
District Judge Dudley H. Bowen in Dublin, Georgia, declined to
grant Lister W. Harrell leave to appeal from orders of the
bankruptcy court overseeing the Chapter 11 case of Saraland, LLLP.


"Mr. Harrell's practice over the last year of appealing every Order
entered by the United States Bankruptcy Court will not be
tolerated," Judge Bowen said.

Mr. Harrell filed an additional 13 appeals in the District Court in
the month of December 2014.

A copy of the Court's Jan. 13, 2015 Order is available at
http://is.gd/PEXRVTfrom Leagle.com.

On Jan. 14, Judge Bowen issued another order barring Mr. Harrell
from taking an appeal related to the Bankruptcy Court's order
granting the Chapter 11 Trustee's motion to sell certain real
property.  A copy of that Order is available at http://is.gd/kqn6m2
from Leagle.com.

Judge Bowen also issued a second order on January 14 denying Mr.
Harrell leave to take an appeal related to the adversary proceeding
Case No. 14-03004.  A copy of that Order is available at
http://is.gd/uto1FRfrom Leagle.com.

Saraland, LLLP, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga.
Case No. 12-30113) in Dublin, on March 29, 2012.


SEANERGY MARITIME: Incurs $1 Million Net Loss in Third Quarter
--------------------------------------------------------------
Seanergy Maritime Holdings Corp. reported a net loss of $1.14
million on $0 of net vessel revenue for the three months ended
Sept. 30, 2014, compared to net income of $17.13 million on $4.29
million of net vessel revenue for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported net
income of $81.60 million on $2.01 million of net vessel revenue
compared to net income of $3.43 million on $16.74 million of net
vessel revenue for the same period last year.

As of Sept. 30, 2014, the Company had $3.13 million in total
assets, $317,000 in total liabilities and $2.82 million in total
shareholders' equity.

Stamatis Tsantanis, the Company's Chairman & chief executive
officer, stated: "Since the successful completion of the Company's
financial restructuring in March 2014, we have worked towards
rebuilding the Company's fleet so we can initiate the positive
cash-flow generation that will deliver value to our shareholders.

"Regarding our immediate expansion plans we have been cautiously
monitoring the deterioration of the asset values for the last six
months, where certain dry bulk asset values suffered value
reduction of more than 20%, bottoming close to historical lows.
Taking advantage of these market trends, we decided to proceed with
a secondhand vessel acquisition and we are pleased to announce that
we entered into an agreement with an unaffiliated third party for
the acquisition of a Capesize vessel.

"The vessel was built in 2001 at a renowned Japanese shipyard and
is expected to be delivered to the Company between mid of the first
quarter and early of the second quarter of 2015.  The gross
purchase price of the vessel, which is $17.3 million, will be
funded by secured senior bank debt as well as financing by one of
the Company's major shareholders.

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

                        http://is.gd/D7ZyUA

                           About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

Seanergy Maritime reported net income of $10.90 million on $23.07
million of net vessel revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $194 million on $55.6 million of
net vessel revenue for the year ended Dec. 31, 2012.

Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company, as of
December 31, 2013 continued to be in breach of certain terms and
covenants of the loan facility with its remaining lender, and had
a working capital deficit and an accumulated deficit.  Following
the disposal of its entire fleet subsequent to December 31, 2013
in the context of its restructuring plan, the Company is unable to
generate sufficient cash flow to meet its obligations and sustain
its continuing operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


SEARS HOLDINGS: Home Depot, et al., to Benefit Most in Bankruptcy
-----------------------------------------------------------------
Home Depot Inc, Lowe's Companies Inc, and Best Buy Co Inc stand to
benefit the most if Sears Holdings Corp goes bankrupt, Jayson
Derrick at Benzinga reports, citing Simeon Gutman of Morgan
Stanley.

Benzinga, citing Mr. Gutman, relates that over a few years, Home
Depot and Lowe's could see a 2% to 3% comp lift, while Best Buy
could see a 4% to 5% comp lift, while benefits to apparel
competitors would be small, given the Company's 2.1% apparel market
share.

Benzinga quoted Mr. Gutman as saying, "We see Sears potential
demise as a net negative to the overall apparel market given
Primark's competitive positioning."

Wayne Duggan at Benzinga reports that the Company, which is
currently exploring the transfer of many of its properties into a
real estate investment trust, received a Tenant Sentiment Index
rating of 3.  A report by MLV & Co looked at tenant presence in
shopping malls.  According to Benzinga, analysts ranked the top
companies growing their mall presence based on TSI.  Benzinga
relates that the Company was one of the lowest-rated companies,
whose presence in shopping malls is diminishing.

                           About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused

on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011.  As of Aug. 2, 2014, Sears Holdings had $16.43 billion in
total assets, $15.51 billion in total liabilities and $919 million
in total equity.

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'.  
The rating outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period.  For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year.  Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014.  "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SEATTLE JEWELRY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Seattle Jewelry & Loan, Inc.
           dba Pawn Pros
        614 116th Ave. NE
        Bellevue, WA 98004

Case No.: 15-10340

Chapter 11 Petition Date: January 21, 2015

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Hon. Timothy W. Dore

Debtor's Counsel: Benjamin Ellison, Esq.
                  CAIRNCROSS & HEMPELMANN PS
                  524 Second Ave, Suite 500
                  Seattle, WA 98104
                  Tel: 206-587-0700
                  Email: bellison@cairncross.com

                    - and -

                  John R Rizzardi, Esq.
                  CAIRNCROSS & HEMPELMANN PS
                  524 2nd Ave Ste 500
                  Seattle, WA 98104-2323
                  Tel: 206-254-4444
                  Email: jrizzardi@cairncross.com

Total Assets: $2.77 million

Total Liabilities: $3.82 million

The petition was signed by Demetri Marinakis, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb15-10340.pdf


SHASTA ENTERPRISES: Hank Spacone Approved as Chapter 11 Trustee
---------------------------------------------------------------
The U.S. Bankruptcy Court approved the appointment of Hank Spacone
as Chapter 11 trustee for Shasta Enterprises.

Mr. Spacone will obtain bond in the initial amount of $215,000.
The bond may require adjustment as the trustee collects and
liquidates assets of the estate, and the trustee is directed to
inform the Office of the U.S. Trustee when changes to the bond
amount are required or made.

Tracy Hope Davis, U.S. Trustee for Region 17, has selected Mr.
Spacone pursuant to an order directing for appointment of a
disinterested person to serve as trustee.

Redding Bank of Commerce, a secured creditor, has moved to appoint
a trustee to (1) disclose single asset real estate; (2) file status
report; and (3) attend preliminary status conference.

Redding Bank explained, in its motion, that cause exist to appoint
a trustee in the case.  The Debtor has inherent conflicts with
its management and creditors.  Further, the progress of the case
thus far demonstrates Debtor's disregard for the bankruptcy
process.

Redding Bank is represented by:

         Walter R. Dahl, Esq.
         Andrew Brian Reisinger, Esq.
         DAHL LAW, ATTORNEYS AT LAW
         2304 "N" Street
         Sacramento, CA 95816-5716
         Tel: (916) 446-8800
         Fax: (916) 446-1634
         E-mail: wdahl@DahlLaw.net
                 abreisinger@DahlLaw.net

                      About Shasta Enterprises

Redding, California-based Shasta Enterprises, dba Vidal Vineyards,
dba Silverado Knolls, dba Villa Vidal Vineyards, sought bankruptcy
protection (Bankr. E.D. Cal. Case No. 14-30833) on Oct. 31, 2014.
The case is before Judge Michael S. McManus.  The Debtor's counsel
is David M. Brady, Esq., at Law Office of Cowan & Brady, in
Redding, California.

The Debtor lists total assets of $33.42 million and total debts of
$21.49 million.  The petition was signed by Antonio Rodriguez,
general partner.


SIGA TECHNOLOGIES: Committee Defends Guggenheim Hiring
------------------------------------------------------
The Statutory Creditors' Committee in SIGA Technologies' case filed
an omnibus reply to the objections to its proposal to retain
Guggenheim Securities, LLC as its financial advisor and investment
banker.

The Committee requires the financial services of Guggenheim to
carry out its statutory duties, to, among other things, investigate
the assets, liabilities, financial condition, and operations of the
estate, and formulate a plan.

The Committee asserted that SIGA's objection failed as a result of
it being contrary to law, illogical, and contradicted by SIGA
itself and the facts it failed to disclose.

As reported in the TCR on Dec. 30, 2014, the Committee has tapped
Guggenheim Securities to, among other things:

   1. assist the Committee to evaluate SIGA's operational and
financial affairs

   2. assist efforts to build consensus among stakeholders;

   3. review and analyze SIGA's business, operations, financial
condition and prospects;

   4. review and analyze SIGA's business plans and financial
projections prepared by SIGA's senior management, if available;
and

   5. evaluation of SIGA's liquidity and debt capacity.

The proposed fee structure is summarized as:

   a) a non-refundable cash fee of $150,000 per month;

   b) starting with the third monthly fee actually paid to
Guggenheim Securities, and continuing thereafter with each
subsequent monthly fee actually paid to Guggenheim Securities, 25%
of each monthly fee will be credited, upon consummation of a
transaction, against the transaction fee.  For the avoidance of
doubt, no portion of the first two monthly fees will be credited
against any transaction fee or other amount.

   c) a one-time cash fee (a transaction fee) in an amount equal
to (i) $2,000,000 if the Committee either supports or does not
file and prosecute any material objection to a transaction (or, if
the Committee does file and prosecute any such material objection
to a transaction, such objection is either withdrawn, settled or
otherwise consensually resolved) or (ii) $1,500,000 if the
Committee objects to a Transaction and such objection is not
withdrawn, settled or otherwise consensually resolved.

   d) a one-time cash fee of $500,000 (an expert fee) if
Guggenheim Securities produces an expert report or otherwise
provides expert testimony in the form of deposition or live
testimony in connection with an expert report.

To the best of my knowledge, Guggenheim Securities' professionals
do not have any material business associations with, or hold any
material interests in or adverse to, SIGA or Potential Parties in
Interest in SIGA's chapter 11 case.

                             Objections

William K. Harrington, the U.S. Trustee for Region 2, objected to
the application of the Committee stating that the application is an
attempt on the part of Guggenheim to stretch the limits of what are
acceptable terms for the retention of a professional in a
bankruptcy case.  Specifically, Guggenheim improperly seeks to (1)
have its fee structure, which includes a substantial "transaction
fee," plus a "monthly fee" and an "expert fee," without explaining
why such fee structure is reasonable; (2) be eligible for a
$2 million "transaction fee," even if Guggenheim accomplishes
nothing to bring about any positive result for the Committee's
constituents; and (3) submit time records that, at best, are in
summary format and that will make it impossible to review the
reasonableness of any fees.

The Debtor, in its objection, stated that the Committee's purported
justifications for its current need for a financial advisor and
investment banker are not relevant.  Contrary to what the Committee
asserts, SIGA's financial and operating condition is far from
"uncertain and fragile."

                    About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

The Debtor's Chapter 11 plan and disclosure statement are due
May 14, 2015.

The Debtor disclosed total assets of $131,669,746 and $7,954,645
in liabilities as of the Chapter 11 filing.

The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
PROSKAUER ROSE LLP.  The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.



SIGA TECHNOLOGIES: Creditors Object to Plan Filing Extension Bid
----------------------------------------------------------------
BankruptcyData reported that a statutory creditors' committee
objected to SIGA Technologies' request for extension of its
exclusive plan filing period, saying SIGA's contentions in the
Motion are demonstrably incorrect, and its position -- stalling --
is unfair and prejudicial to creditors and the enterprise.

According to the report, the creditors said "SIGA's instant request
to stall and not even to negotiate follows its having been finally
adjudicated as a bad faith negotiator by the Delaware Supreme
Court, and its having determined to commence a chapter 11 case
rather than pick up the phone and negotiate a forbearance agreement
with PharmAthene under circumstances where PharmAthene needs SIGA
to survive so SIGA can satisfy PharmAthene's ultimate judgment
claim.  SIGA boasts that its chapter 11 case is simple and no
operational restructuring is required.  Yet, SIGA requests the
Court's imprimatur on its delay-do nothing strategy....SIGA knows
today that the Delaware Chancery Court is weighing SIGA's
calculation of expectancy damages (about $180 million) and
PharmAthene's calculation (about $232 million), in accordance with
the Delaware Supreme Court's decision.  SIGA's knowing-strategy is
to delay as long as the Court allows because allowed claims in
excess of $180 million put the creditors at risk....If SIGA intends
to show serious efforts in negotiations with creditors and good
faith progress towards reorganization, it should do so in the next
three months -- a six month extension is grossly excessive....But,
if an extension is granted, compelling SIGA to cooperate with the
Committee as requested above would offset some of the needless
delay and unfairness inherent in SIGA's tactics."

As previously reported by The Troubled Company Reporter, SIGA
Technologies asked the Bankruptcy Court to extend the exclusive
period during which the Company can file a Chapter 11 plan through
and including July 14, 2014, and the exclusive period during which
it can solicit acceptances of the plan through and including Sept.
16, 2015.

                  About SIGA Technologies, Inc.

Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

The Debtor disclosed total assets of $132 million and $7.95 million
in liabilities as of the Chapter 11 filing.


SIGLO REAL: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Siglo Real Corporation
        Recinto Sur #329
        Old San Juan, PR 00901

Case No.: 15-00289

Chapter 11 Petition Date: January 21, 2015

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

Judge: Hon. Brian K. Tester

Debtor's Counsel: Luis D Flores Gonzalez, Esq.
                  LUIS D FLORES GONZALEZ LAW OFFICE
                  80 Calle Georgetti Suite 202
                  San Juan, PR 00925-3624
                  Tel: 787 758-3606
                  Fax: 787-753-5317
                  Email: ldfglaw@coqui.net
                         ldfglaw@yahoo.com

Total Assets: $5.20 million

Total Liabilities: $5.87 million

The petition was signed by Jaime Sanchez Rosado, president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb15-00289.pdf


SIMPLEXITY LLC: Case Converted to Chapter 7 With Parties' Consent
-----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware signed an order converting Simplexity LLC's Chapter 11
case to a liquidation in Chapter 7 on Jan. 6, 2015, as part of a
settlement among the company, the Official Committee of Unsecured
Creditors and lender Fifth Third Bank.

Charles Stanziale, Jr., was appointed interim trustee for
Simplexity's Chapter 7 case, according to a court filing dated Jan.
7.

A Chapter 7 meeting of creditors in Simplexity's case is scheduled
for Feb. 11.  Entities, except governmental units, holding
prepetition claims have until May 12 to file claims, while
governmental units have until July 6 to file claims.

As previously reported by The Troubled Company Reporter, Judge
Gross approved the stipulation resolving Simplexity's claims
against Fifth Third and allowing claims of the bank under the DIP
financing order.

Under the deal, Simplexity will release its claims against Fifth
Third while the bank's claim on account of the pre-bankruptcy loan
will be allowed.  The settlement will be effectuated through
amendments to the bankruptcy court's order that approved a $2.1
million financing to get Simplexity through bankruptcy.

The DIP loan will be increased from $2.1 million to $3.725
million, according to the agreement.  About $1.5 million of the
carve-out from Fifth Third's cash collateral will be used for
administrative expenses.  Meanwhile, $125,000 will be turned over
to a trustee, who will be appointed when the company's Chapter 11
case is converted to a Chapter 7 liquidation, to fund the
prosecution of claims.

After the case is converted, the first $1 million recovered from
claims will be used to reimburse creditors holding administrative
claims, according to the agreement.

                       About Simplexity

Simplexity, LLC, a defunct cellphone activator, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
14-10569) on March 16, 2014.  The case is before Judge Kevin
Gross.  The Debtors' counsel is Kenneth J. Enos, Esq., and Robert
S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in
Wilmington, Delaware.  Prime Clerk LLC serves as claims and
noticing agent.  Simplexity hired Rutberg & Co. as investment
banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.


SKYWAY PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Skyway Properties, LLC
        P. O Box 293009
        Dayton, OH 45429

Case No.: 15-30118

Chapter 11 Petition Date: January 21, 2015

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Hon. Guy R Humphrey

Debtor's Counsel: Richard B Reiling, Esq.
                  6135 Memorial Dr Ste 102 A
                  Dublin, OH 43017
                  Tel: 800-719-2680
                  Fax: 800-719-2680
                  Email: Reilinglaw@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Lisa M. Carmack-Gross, managing member.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ohsb15-30118.pdf


SM ENERGY: S&P Revises Outlook to Stable & Affirms 'BB' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on SM
Energy Co. to stable from positive and affirmed its 'BB' corporate
credit rating and senior unsecured debt ratings on the company.
The recovery rating on the company's senior unsecured notes is
unchanged at '4', indicating S&P's expectation for average (30% to
50%) recovery if payment default occurs.

The outlook revision to stable from positive reflects S&P's
expectation that FFO/debt will be well below 60%, which was a
component of the positive outlook.  S&P expects the credit measures
to weaken, following its revised crude oil and natural gas price
assumptions and also due to debt-funded, bolt-on acquisitions of
more than $540 million in 2014.  As a result, S&P expects FFO to
total debt to decline to nearly 45% in 2015 from an estimated 68%
previously.

S&P's assessment of SM Energy's business profile as "weak"
incorporates its growing reserve base, although still smaller
relative to higher rated peers.  S&P expects that continuous
improvement in its scale of operations and proved developed reserve
life should benefit its business risk profile in the near term.
The rating also reflects the company's good balance between natural
gas and liquids, relatively competitive cost structure, and
concentration of reserves in the Eagle Ford and Bakken/Three Forks
plays.

"The stable outlook on SM Energy reflects our view that the
company's credit measures would remain appropriate for the current
rating with average FFO/debt of more than 45%," said Standard &
Poor's credit analyst Paul Harvey.

S&P could consider an upgrade if the company maintains FFO to debt
above 60%, or SM improves its scale of operations and reserve life
to be more consistent with 'BB+' peers.

Given S&P's current assumptions, it could consider a downgrade if
FFO to debt falls below 30% for a sustained period with no
near-term remedy.  This could likely result from an aggressive
financial strategy such as significant debt-funded acquisitions or
aggressive capital spending.



SOLENIS INT'L: Clearwater Deal No Impact on Moody's B3 Rating
-------------------------------------------------------------
Moody's Investors Services said Solenis International, L.P.'s
(Solenis, B3, stable) ratings are not impacted by the planned
acquisition of Clearwater Specialties, LLC.

Solenis International, L.P. is a producer of chemicals used in the
manufacture of pulp and paper products as well as for industrial
water treatment.



SORT-RITE INT'L: Case Summary & 15 Top Unsecured Creditors
----------------------------------------------------------
Debtor: Sort-Rite International, Inc.
        825 W. Jefferson
        Harlingen, TX 78550

Case No.: 15-70040

Chapter 11 Petition Date: January 21, 2015

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  ATTORNEY AT LAW
                  5414 N 10th St
                  McAllen, TX 78504
                  Tel: 956-631-9100
                  Email: avilleda@mybusinesslawyer.com

Total Assets: $650,177

Total Liabilities: $1.04 million

The petition was signed by Pat Holley, treasurer.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb15-70040.pdf


SOUTHERN PACIFIC: Seeks Bankruptcy in Canada
--------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Canadian oil exploration company Southern Pacific Resources
Corp. has sought protection from creditors with an insolvency
filing under Canada's bankruptcy law.

The Troubled Company Reporter, on Jan. 6, 2015, reported that
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Southern Pacific Resources Corp. to 'D' from 'CCC'
following the company's announcement that it will miss its interest
payment on the convertible notes.


TARGETED MEDICAL: Sells $650,000 in Convertible Debenture
---------------------------------------------------------
Targeted Medical Pharma, Inc., entered into a securities purchase
agreement, pursuant to which the Company sold a senior secured
convertible debenture in the principal amount of $650,000, to an
accredited investor, according to a regulatory filing with the U.S.
Securities and Exchange Commission.  

The Debenture accrues interest at 4% per annum, throughout the term
of the Debenture, and unless earlier converted into shares of the
Company's common stock, has a maturity date of Jan. 12, 2018.
Interest on the Debenture is paid semi-annually, at the Company's
option, in either cash or shares of common stock.  At the
Investor's option, the principal amount of the Debenture is
convertible into shares of common stock at a conversion price of
$0.30, subject to adjustment.  The financing closed on Jan. 15,
2015.

The financing was completed through a debt placement to one
accredited investor in reliance on the exemptions from registration
set forth in Section 4(a)(2) of the Securities Act of 1933, as
amended and Rule 506 promulgated thereunder and/or Regulation S
under the Securities Act.  The Debenture and the shares of common
stock issuable upon conversion of the Debenture have not been
registered under the Securities Act or any state securities laws.
Unless so registered, those securities may not be offered or sold
absent an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and any applicable
state securities laws.

                       About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

Targeted Medical reported a net loss of $9.33 million on
$9.55 million of total revenue for the year ended Dec. 31, 2013,
as compared with a net loss of $9.58 million on $7.29 million of
total revenue in 2012.

Marcum LLP, in Irvine, CA, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2013.  The independent auditors noted that the Company
has incurred significant net losses since its inception, and has
an accumulated deficit of $23.0 million as of Dec. 31, 2013, and
incurred a net loss of $9.34 million and negative cash flows from
operations of $2.047 million for the year ended Dec. 31, 2013.

The Company's balance sheet at Sept. 30, 2014, showed $3.22 million
in total assets, $11.9 million in total liabilities, and a $8.70
million stockholders' deficit.


TEXOMA PEANUT: US Trustee Unable to Appoint Creditors' Committee
----------------------------------------------------------------
The U.S. Trustee overseeing Texoma Peanut Co.'s bankruptcy case
said that it wasn't able to appoint a committee of unsecured
creditors.

The bankruptcy watchdog cited as reason "inadequate responses" from
major creditors of the company.

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 Texoma Peanut

Texoma Peanut Company was incorporated by Clint Williams in 1961 as
a Southern Oklahoma bulk peanut drying, handling and storage
operation, buying and storing peanuts for shellers.  In 1968, The
Clint Williams Company was established as a sheller and processor
of peanuts for both seed and edible markets.  Although The Clint
Williams Company was later merged into TPC, the company continues
to do its processed peanut business under the "Clint Williams
Company" name which is the name known best in the domestic and
international peanut industry.  TPC and its subsidiaries own 15
buying points and storage facilities -- 4 in Oklahoma, 9 in Texas,
and 2 in Mississippi.  TPC owns 99% of Clint Williams Company-
Western Division LLC and 100% of Clint-Co Peanut Company.

TPC and two subsidiaries sought Chapter 11 bankruptcy protection
(Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma,
on Nov. 6, 2014.  The cases are assigned to Judge Tom R. Cornish.
The judge has granted joint administration of the Chapter 11
cases.

According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due March 6, 2015.  Creditors who are
governmental entities have until May 9, 2015, to file claims.

The Debtors have tapped Crowe & Dunlevy as counsel and Dixon Hughes
Goodman as bankruptcy accountants.

The Debtors say they have $49 million in assets.  Secured debt
includes $3.45 million owed to Wells Fargo Bank, N.A., and $2.33
million owed to Wells Fargo Equipment Finance.   Wells Fargo Bank
is represented by William L. Wallander, Esq., at VINSON & ELKINS
LLP, in Dallas, Texas.

As of the Petition Date, an official committee of unsecured
creditors has not yet been appointed in the Cases.

The Debtors sought bankruptcy for protection with plans to sell all
of their core business assets and, thereafter, file a joint plan of
reorganization.  The Debtors expect that by Nov. 24, 2014, they
will have obtained a court order approving the bid procedures and
scheduling an auction date and final sale hearing.  The Debtors
intend to consummate the sale on or prior to Dec. 31, 2014.


TRANSGENOMIC INC: Issues $925,000 Additional Notes
--------------------------------------------------
As previously disclosed by Transgenomic, Inc., on its current
report on Form 8-K filed with the U.S. Securities and Exchange
Commission on Jan. 7, 2015, the Company entered into an Unsecured
Convertible Promissory Note Purchase Agreement, dated Dec. 31,
2014, with an accredited investor pursuant to which the Company
issued and sold, on Dec. 31, 2014, to the Initial Investor in a
private placement an unsecured convertible promissory note in the
aggregate principal amount of $750,000.  Pursuant to the terms of
the Purchase Agreement, the Company may, after the Initial Closing,
but no later than Jan. 31, 2015, sell up to an aggregate of
$1,500,000 in additional unsecured convertible promissory notes, on
the same terms and conditions as the Initial Note, to one or more
additional accredited investors, subject to certain conditions.

In accordance with the terms of the Purchase Agreement, the Company
entered into the Purchase Agreement with seven additional
accredited investors on Jan. 15, 2015, and issued and sold to the
Additional Investors in a private placement Additional Notes in an
aggregate principal amount of $925,000.  Each of the Additional
Notes accrues interest at a rate of 6% per year and matures on Dec.
31, 2016.  The outstanding principal and unpaid interest accrued
under each Additional Note is convertible into shares of common
stock of the Company as follows:

   (i) commencing upon the date of issuance of the Additional Note
      (but no earlier than Jan. 1, 2015), the Additional Investor
       holding such Additional Note is entitled to convert, on a
       one-time basis, up to 50% of the outstanding principal and
       unpaid interest accrued under the Additional Note, into
       shares of Common Stock at a conversion price equal to the
       lesser of (a) the average closing price of the Common Stock

       on the principal securities exchange or securities market
       on which the Common Stock is then traded for the 20
       consecutive trading days immediately preceding the date of
       conversion, and (b) $2.20 (subject to adjustment for stock
       splits, stock dividends, other distributions,
       recapitalizations and the like); and

  (ii) commencing Feb. 15, 2015, the Additional Investor holding
       such Additional Note is entitled to convert, on a one-time
       basis, any or all of the remaining outstanding principal
       and unpaid interest accrued under the Additional Note, into

       shares of Common Stock at a conversion price equal to 85%
       of the average closing price of the Common Stock on the
       Market for the 15 consecutive trading days immediately
       preceding the date of conversion.

Pursuant to the terms of the Purchase Agreement, the Company is
obligated to use its best efforts to file with the SEC by Jan. 31,
2016, a registration statement to register for resale all of the
shares of Common Stock issued on or prior to Nov. 30, 2015,
pursuant to the conversion of any portion of the Additional Notes
and to use its commercially reasonable efforts to have the Initial
Registration Statement declared effective by the SEC by March 31,
2016.  In addition, the Company is obligated to use its best
efforts to file with the SEC by Jan. 31, 2017, an additional
registration statement to register for resale all of the shares of
Common Stock issued pursuant to the conversion of any portion of
the Additional Notes that have not previously been registered for
resale and to use its commercially reasonable efforts to have the
Additional Registration Statement declared effective by the SEC by
March 31, 2017.  Under the Purchase Agreement, the Company may be
required to effect one or more other registrations to register for
resale the shares of Common Stock issued or issuable under the
Additional Notes in connection with certain "piggy-back"
registration rights granted to the Additional Investors.  The
Company will be required to pay $1,000 in liquidated damages to
each Additional Investor for each day the Company fails to meet an
Initial Registration Statement or Additional Registration Statement
filing or effectiveness deadline.

Craig-Hallum Capital Group LLC acted as the sole placement agent
for the Additional Private Placement.  In connection with the
Additional Private Placement, the Company issued to the Placement
Agent an unsecured convertible promissory note, upon the same terms
and conditions as the Additional Notes, in an aggregate principal
amount equal to 5% of the proceeds received by the Company pursuant
to the Additional Private Placement, or $46,250.

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

The Company reported a net loss available to common stockholders
of $16.7 million in 2013, a net loss available to common
stockholders of $8.98 million in 2012 and a net loss available to
common stockholders of $10.8 million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $30.8
million in total assets, $20.6 million in total liabilities and
$10.2 million in stockholders' equity.


TRIGEANT HOLDINGS: Bankruptcy Court Rules on PDVSA Claim
--------------------------------------------------------
Bankruptcy Judge Erik P. Kimball sustained the Joint Objection to
Claim of PDVSA Petroleos, S.A., filed by (i) Trigeant Holdings,
Ltd., Trigeant, LLC, and Trigeant, Ltd.; and (ii) Harry Sargeant,
II, Daniel Sargeant, and James Sargeant.

The Objectors ask the Court to disallow that portion of the claim
filed by PDVSA representing interest accruing after entry of a
judgment confirming the underlying arbitration award on the grounds
that the portion as calculated exceeds the statutory maximum rate
set by 28 U.S.C. Sec. 1961.

PDVSA argues that (a) the 18% post-judgment interest rate reflected
in its proof of claim represents a specific and valid award by the
United States District Court, (b) the Objectors previously waived
the right to object to PDVSA's claimed 18% post-judgment interest
rate, (c) the Objectors should be prohibited from raising their
objections under the theory of judicial estoppel as a result of
contrary positions they allegedly took in prior litigation, (d)
PDVSA is due post-petition interest on its claim under 11 U.S.C.
Sec. 506(b), and (e) the Objectors should not be allowed to reserve
the right to raise other objections to the PDVSA claim.

BTB Refining, LLC filed a joinder in the Response of PDVSA.

On August 25, 2014, Trigeant, Ltd. filed a second bankruptcy.
Trigeant, Ltd. scheduled PDVSA with a claim in the amount of $55.3
million, which again appears to include interest at the rate of 18%
per annum after the Confirmation Judgment. This time the PDVSA
claim was listed as disputed.

The Debtors filed a joint plan of reorganization providing for the
sale of the oil refinery for a stated price of $100 million. The
agreements entered into by the Debtors and the Consenting Owners in
connection with the proposed sale severely limit the Debtors'
ability to negotiate with alternative purchasers and include
disincentives for the Consenting Owners to support an alternative
transaction without regard to the value of the competing bid.

BTB objected to the sale process proposed by the Debtors from the
inception of this case. In December 2014, the Court terminated the
Debtors' exclusive right to propose a plan, thereby permitting BTB
to file its own competing plan. The plan filed by BTB proposes a
sale of the oil refinery to an affiliate of BTB for a stated price
of $105 million.  

BTB intends to rely in part on the PDVSA secured claim to credit
bid for the Debtors' assets. Thus, the allowed amount of the PDVSA
claim has a direct impact on BTB's efforts in this case.

The Objectors assert that PDVSA erred in calculating its claim
because federal law requires a specific, lower, rate of interest
applicable to the period after entry of the Confirmation Judgment.
28 U.S.C. Sec. 1961 provides that judgments in the federal courts
carry a mandatory interest rate "equal to the weekly average 1-year
constant maturity Treasury yield, as published by the Board of
Governors of the Federal Reserve System, for the calendar week
preceding" the entry of judgment. For the Confirmation Judgment,
the applicable interest rate would be 0.39%. If this rate is
applied to the period after entry of the Confirmation Judgment,
PDVSA would have a claim of about $40 million rather than about $55
million.

PDVSA argues that both the Final Award and the Confirmation
Judgment require payment of interest at the rate of 18% per annum
until the award is paid, and the award has not been paid. PDVSA
also argues that the Objectors' waived their right to challenge the
18% interest rate in prior litigation or, alternatively, should be
precluded from challenging that interest rate under the doctrine of
judicial estoppel in light of positions taken by the Objectors in
prior litigation. PDVSA also argues that the Objectors' attempt to
reserve the right to bring additional objections to its claim is
improper, that the present Objection should be overruled, and that
PDVSA's claim should be allowed on a final basis.

Judge Kimball ruled that:

     1. The Joint Objection is sustained.

     2. No later than January 23, 2015, PDVSA must file amended
proofs of claim including a calculation of interest after November
5, 2009 at the rate of 0.39% per annum.

     3. Any party in interest that wishes to file an objection to
the claim(s) of PDVSA, as amended, must file the objection, and
serve the same on counsel for PDVSA no later than January 30, 2015.
If no objection is timely filed, the claim(s) of PDVSA as amended,
will be allowed as provided in the amended proofs of claim pursuant
to 11 U.S.C. Sec. 502, and PDVSA may file a brief request for the
Court to enter a confirmatory order to that effect. If an objection
is timely filed, the Court will set the same for hearing.

A copy of the Court's Jan. 16, 2015 Order is available at
http://is.gd/0XWcaEfrom Leagle.com.

                     About Trigeant Holdings

Trigeant, owner of a Corpus Christi, Texas oil refinery, provides
fuel and asphalt products to the housing and transportation
industries.  The company is owned by Palm Beach, Florida
billionaire Harry Sargeant III and members of his family.

On Nov. 26, 2014, Trigeant filed its first bankruptcy In re
Trigeant Ltd., 13-38580.  The case was dismissed on April 1, 2014.

Trigeant Holdings, Ltd., and Trigeant, LLC, filed Chapter 11
bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 14-29027 and
14-29030, respectively) on Aug. 25, 2014, amid a dispute among
members of the Sargeant family.  Mr. Sargeant's two brothers,
Daniel and James, and his father, Harry Sargeant II, sent Trigeant
to bankruptcy to fend off Mr. Sargeant III's bid to seize control
of the company's primary asset.  The family says Mr. Sargeant III,
who has a $22 million lien against the plant through a company he
controls called BTB Refining LLC, is attempting to prevent the
refinery from operating in an effort to lower its value and obtain
ownership of it.

Trigeant Holdings estimated both assets and liabilities of
$50 million to $100 million.

Berger Singerman LLP serves as the Debtors' counsel.

The Bankruptcy Court set the general claims bar date as Oct. 17,
2014, and March 31, 2015, as the deadline by which governmental
entities must file proofs of claims.

The Debtors filed on Sept. 16, 2014, their Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code.  The Plan
is premised on the sale of substantially all of the Debtors'
assets to Gravity Midstream Corpus Christi, LLC.  The Plan
provides that holders of Allowed Claims will be paid in full, in
cash.

The U.S. Trustee for Region 21 has not appointed a committee of
unsecured creditors.


US CELLULAR: S&P Assigns 'BB' Rating on $225MM Unsecured Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to United States Cellular Corp.'s
proposed $225 million senior unsecured term loan due 2022.

In November 2014, U.S. Cellular Corp., an 84%-owned operating
subsidiary of U.S. diversified telecommunications services provider
Telephone and Data Systems Inc., announced board authorization to
issue up to $500 million in new debt securities. The latest term
loan raise follows the company's December 2014 issuance of $275
million 7.25% senior notes due 2063.  The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%) recovery for
lenders in the event of a default.  Although S&P believes that
recovery for unsecured debtholders under the current capital
structure would likely be higher, S&P caps the recovery rating on
unsecured debt issued by companies in the 'BB' rating category at
'3' to account for the greater risk of recovery prospects being
impaired due to incremental debt issuance prior to default.  S&P
expects the company will use proceeds from the planned debt
issuance to fund capital expenditures, and spectrum purchases and
to supplement its liquidity position.

The 'BB' corporate credit rating and stable outlook remain
unchanged.  Pro forma for the full $500 million debt raise, S&P
expects lease- and pension-adjusted debt to EBITDA would increase
to 3.6x in 2014 from 2.3x as of Sept. 30, 2013, declining to the
low-3x area in 2015.  S&P expects funds from operations to debt
will be in the low- to mid-20% area over the next few years.

RATINGS LIST

Telephone and Data Systems Inc.
United States Cellular Corp.
Corporate Credit Rating                  BB/Stable/--

New Rating

United States Cellular Corp.
$225 mil. term loan due 2022
Senior Unsecured                         BB   
  Recovery Rating                         3  



VERTICAL COMPUTER: To be Issued a Continuation Patent on Feb. 3
---------------------------------------------------------------
Vertical Computer Systems, Inc., received notice from the United
States Patent and Trademark Office that a continuation patent would
be issued by the USPTO on Feb. 3, 2015.  The Continuation Patent
will be issued as United States Patent No. 8,949,780 and is a
continuation of U.S. Patent No. 6,826,744, which is a continuation
patent of U.S. Patent No, 7,716,629.  Collectively, they form the
underlying patents under the Company's SiteFlash and
SiteFlash-derived products.

In addition, the Company has retained the law firm of Davidoff
Hutcher & Citron LLP on a contingency basis to act in connection
with the licensing of the Patents,

Collectively, these patents are a system and method for generating
computer applications in an arbitrary object framework.  The method
separates content, form, and function of the computer application
so that each may be accessed or modified separately. The method
includes creating arbitrary objects, managing the arbitrary objects
throughout their life cycle in an object library, and deploying the
arbitrary objects in a design framework for use in complex computer
applications.

                      About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.

Vertical Computer reported a net loss applicable to common
stockholders of $3.08 million in 2013 following a net loss
applicable to common stockholders of $2.07 million in 2012.

The Company's balance sheet at Sept. 30, 2014, showed $1.01
million in total assets, $17.5 million in total liabilities,
$9.90 million in convertible cumulative preferred stock, and a
$26.4 million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company suffered net losses and has a working capital deficiency,
which raises substantial doubt about its ability to continue as a
going concern.


VIOLIN MEMORY: Has Insufficient Cash to Support Operations
----------------------------------------------------------
Violin Memory filed its quarterly report on Form 10-Q,
reporting a net loss of $23.5 million on $21.7 million of total
revenue for the quarter ended Oct. 31, 2014, compared with a net
loss of $34.1 million on $28.3 million of total revenue for the
same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $253 million
in total assets, $191 million in total liabilities, and
stockholders' equity of $62.03 million.

The Company has incurred recurring operating losses and negative
cash flows from operating activities since inception through
Oct. 31, 2014, and has an accumulated deficit of $415 million as of
Oct. 31, 2014.  Through Oct. 31, 2014, the Company has not
generated any cash from operations and has relied primarily on the
proceeds from equity offerings, debt financing and credit
facilities to fund operations.  The Company's ability to continue
as a going concern is dependent upon its obtaining the necessary
financing to fund operations, according to the regulatory filing.

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

                        http://is.gd/YATf6W

Violin Memory develops and supplies memory-based storage systems
for high-speed applications, servers and networks in the Americas,
Europe and the Asia Pacific.


WARREN RESOURCES: S&P Lowers CCR to 'B-'; Outlook Stable
--------------------------------------------------------
On Jan. 16, 2015, Standard & Poor's Ratings Services lowered its
corporate credit rating on New York-based exploration and
production company Warren Resources Inc. to 'B-' from 'B'.  The
outlook is stable.  At the same time, S&P lowered its issue-level
ratings on the company's senior unsecured debt to 'CCC+' from 'B-'.
The recovery rating on this debt remains '5', indicating S&P's
expectation of modest (10% to 30%) recovery to creditors if a
payment default occurs.  

"The downgrade reflects our reduced oil and natural gas price
assumptions and our estimates for higher leverage in 2015 and
2016," said Standard & Poor's credit analyst Carin Dehne-Kiley.

S&P now estimates Warren Resources' funds from operations (FFO) to
debt ratio will fall and remain below 12% over the next two years.
S&P's estimates incorporate the company's recently announced
capital budget of $80 million in 2015, although S&P believes the
company could rein this in further if needed.

The stable outlook reflects S&P's view that leverage will improve
starting in 2017 and liquidity will remain "adequate".



WATERSCAPE RESORT: Slapped With Sanctions Over Discovery Abuses
---------------------------------------------------------------
Pavarini McGovern, LLC, won discovery sanctions against Waterscape
Resort LLC.  Pavarini charged Waterscape with a variety of
discovery abuses, including failure to produce documents and
spoliation of evidence.

Bankruptcy Judge Stuart M. Bernstein held that Pavarini is entitled
to an award of reasonable attorneys' fees in the amount of
$34,633.95 and reasonable expenses in the amount of $1,110.45
pursuant to Rule 37(b) of the Federal Rules of Civil Procedure
based upon Waterscape's failure to comply with the Court's verbal
discovery order issued on July 30, 2013.

Following Waterscape's chapter 11 filing, Pavarini filed the
adversary proceeding alleging that Waterscape diverted trust funds.
Pavarini charged, inter alia, that Waterscape failed to pay
Pavarini or otherwise account for $4.46 million in funded Draw
Requests.

A copy of the Court's Jan. 21, 2015 Memorandum Decision is
available at http://is.gd/OZxsU9from Leagle.com.

Attorneys for Pavarini:

     Eric W. Sleeper, Esq.
     BARTON BARTON & PLOTKIN LLP
     420 Lexington Avenue
     New York, NY 10170

Attorneys Defendant Waterscape Resort LLC:

     Eric S. Medina, Esq.
     John Carlson, Esq.
     MEDINA LAW FIRM LLC
     The Chrysler Building
     405 Lexington Avenue, Seventh Floor
     New York, NY 10174

                      About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel and Residences, filed
for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
11-11593) on April 5, 2011.  Waterscape acquired property
consisting of three contiguous buildings at 66, 68 and 70 West
45th Street in Manhattan, for the sum of $20 million, and
developed the property into a 45-storey condominium project
including a luxury hotel, a restaurant and luxury residential
apartments.  The purchase was financed with a $17 million
acquisition loan and mortgage from U.S. Bank Association.  The
Cassa NY Hotel and Residences features 165 hotel rooms, and above
the hotel units, 57 residences.

Brett D. Goodman, Esq., and Lee William Stremba, Esq., at Troutman
Sanders LLP, represented the Debtor as bankruptcy counsel.
Holland & Knight LLP served as its special litigation counsel.
The Debtor disclosed $214 million in assets and $159 million in
liabilities as of the Chapter 11 filing.

Schiff Hardin LLP served as counsel to a 3-member Official
Committee of Unsecured Creditors.

U.S. Bankruptcy Judge Stuart Bernstein confirmed Waterscape's
reorganization plan in July 2011, which calls for repaying much of
the company's debt with proceeds from the $128 million sale of the
hotel section of the development.  The Plan was filed May 6, 2011.


WAVE SYSTEMS: Receives Noncompliance Notice from NASDAQ
-------------------------------------------------------
Wave Systems Corp. received notification from the Listing
Qualifications Department of The Nasdaq Stock Market indicating
that the Company's Class A Common stock is subject to potential
delisting from The Nasdaq Capital Market because for a period of 30
consecutive business days, the bid price of the Company's Class A
common stock has closed below the minimum $1.00 per share
requirement for continued inclusion under Nasdaq Marketplace Rule
5550(a)(2), according to a regulatory filing with the U.S.
Securities and Exchange Commission.

The Nasdaq notice indicated that, in accordance with Nasdaq
Marketplace Rule 5810(c)(3)(A), the Company will be provided 180
calendar days, or until July 14, 2015, to regain compliance.  If,
at anytime before July 14, 2015, the bid price of the Company's
Class A Common stock closes at $1.00 per share or more for a
minimum of 10 consecutive business days, Nasdaq staff will provide
written notification that it has achieved compliance with the Bid
Price Rule.

If the Company fails to regain compliance with the Bid Price Rule
before July 14, 2015, but meets all of the other applicable
standards for initial listing on the Nasdaq Capital Market with the
exception of the minimum bid price, then the Company may be
eligible to have an additional 180 calendar days, or until
Jan. 10, 2016, to regain compliance with the Bid Price Rule.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave Systems reported a net loss of $20.3 million in 2013, a net
loss of $34.0 million in 2012 and a net loss of $10.79 million in
2011.

KPMG LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WESTMORELAND COAL: Unit Gets Imminent Danger Order
--------------------------------------------------
Westmoreland Kemmerer, Inc., a subsidiary of Westmoreland Coal
Company, received an imminent danger order issued by the Mine
Safety and Health Administration under section 107(a) of the
Federal Mine Safety and Health Act of 1977 at its Kemmerer Mine in
Kemmerer, Wyoming.  The order alleged that work was about to begin
on an engine module that was not properly blocked in place.  The
engine module was repositioned assuring it was blocked in a secure
manner and MSHA immediately terminated the order.  No injuries
occurred as a result of the cited condition.

                      About Westmoreland Coal

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

Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million in 2013, a net loss applicable to
common shareholders of $8.58 million in 2012 and a net loss
applicable to common shareholders of $34.5 million in 2011.

                           *     *     *

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

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


WET SEAL: Closes 2 Milwaukee Locations
--------------------------------------
Paul Gores of the Milwaukee-Wisconsin Journal Sentinel reports that
The Wet Seal, Inc., has closed its branches at Brookfield Square
and Southridge Mall in Milwaukee.

Joe Williams at Stafford Daily relates that brokerage firm B. Riley
equity analysts has downgraded its rating on the Company.  The
report says that the rating major has initiated the coverage with
an neutral rating on the shares.  B. Riley, according to the
report, had rated the shares "Buy".  B. Riley, the report states,
lowered the price target to $0.5 per share from $1.5 per share.

Wayne Duggan at Benzinga says that the Company received the lowest
Tenant Sentiment Index rating possible, a 1.  A report by MLV & Co
looked at tenant presence in shopping malls.  According to
Benzinga, analysts ranked the top companies growing their mall
presence based on TSI.  Benzinga relates that the Company was one
of the lowest-rated companies, whose presence in shopping malls is
diminishing.

                           About Wet Seal

The Wet Seal, Inc. -- http://www.wetsealinc.com/-- is a specialty

retailer of fashionable and contemporary apparel and accessory
items.  The Company was incorporated in Delaware and is
headquartered in Foothill Ranch, California.

The Wet Seal, Inc., together with three other affiliates, has filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Delaware
(Bank. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015.
The petitions were signed by Thomas R. Hillebrandt as interim chief
financial officer.  

Young Conaway Stargatt & Taylor, LLP; Klee, Tuchin, Bogdanoff &
Stern LLP; and Paul Hastings, LLP, serve as the Debtors' counsel.
FTI Consulting acts as the Debtors' restructuring advisor while
Houlihan Lokey serves as investment banker.  Donlin, Recano & Co.,
Inc., is the Debtors' claims and noticing agent.  The Debtors
disclosed total assets of $92.8 million and debts of $103.4 million
as of Nov. 1, 2014.  The cases are assigned to Judge Christopher S.
Sontchi.


WPX ENERGY: S&P Lowers CCR to 'BB' on Lower Price Deck Assumptions
------------------------------------------------------------------
On Jan. 16, 2015, Standard & Poor's Ratings Services lowered its
corporate credit rating on Tulsa, Okla.-based exploration and
production company WPX Energy Inc. to 'BB' from 'BB+'.  The outlook
is stable.  At the same time, S&P lowered its issue-level ratings
on the company's unsecured debt to 'BB' from 'BB+'.  The recovery
rating on this debt remains '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery to creditors if a payment default
occurs.  

"The downgrade reflects our reduced oil and natural gas price
assumptions and our estimates for higher leverage in 2015 and
2016," said Standard & Poor's credit analyst Carin Dehne-Kiley.

S&P now estimates WPX's funds from operations (FFO) to debt ratio
will fall and remain below 45% over the next two years.  S&P's
estimates incorporate the company's solid hedging position and
capital spending of less than $1 billion, compared with spending of
$1.7 billion in 2014.

S&P's rating reflects its assessment of WPX's business risk as
"fair", its financial profile as "significant", and liquidity as
"adequate". WPX's "fair" business risk profile reflects the
company's midsize reserve and production base, its high weighting
to natural gas, and its below average profitability relative to its
more oil-weighted peers.  At year-end 2013, the company had proved
reserves totaling 4.9 trillion cubic feet equivalent (tcfe), about
75% natural gas and 58% classified as developed. Production from
continuing operations in the third quarter of 2014 averaged 1.1
billion cubic feet equivalent per day (72% natural gas).  S&P
expects production to decline slightly over the next two years as
the company reduces capital spending.



[*] Randall Rios Joins Hughes Watters' Business Bankruptcy Practice
-------------------------------------------------------------------
Randall A. Rios and Robin Phillips have recently joined Hughes
Watters Askanase, L.L.P. As Senior Counsel, Rios brings more than
25 years of legal experience to the firm's highly respected
Business Bankruptcy Practice Group led by Wayne Kitchens.  As
Senior Counsel with more than 30 years of experience, Phillips
supports the firm's growing Real Estate and Real Estate Finance
Practice Group led by Gary Gunn.

"Randy Rios and I have been good friends for many years.  When the
opportunity arose for him to join HWA, we jumped at the chance.  As
one of the best restructuring and insolvency practitioners in the
state, he is a welcome addition to our Business Bankruptcy Practice
Group at HWA.  Randy's amiable character and extensive experience
mesh well with the standard of excellence for which our firm and
our Business Bankruptcy Practice Group are known.  He is extremely
ethical, and his work style suits our culture perfectly. I am
counting on Randy to support Steve Shurn, me and the rest of our
Business Bankruptcy team in accelerating the growth of our
practice," commented Kitchens, co-managing partner for HWA.

Mr. Rios is serving in a Senior Counsel role with Hughes Watters
Askanase in the areas of Bankruptcy and Creditor/Debtor Rights in
the firm's Business Bankruptcy Practice Group.  He has established
a reputation on a national level for his business bankruptcy
experience and the results he achieves for his clients.  Mr. Rios
has been involved in reorganization proceedings for businesses in
the oil and gas, chemical, retail, health care, finance and
manufacturing industries.  He has prosecuted and defended
bankruptcy litigation and various types of bankruptcy-related
commercial litigation including director, officer and insider
liability matters.

Mr. Rios has represented clients in all districts of Texas as well
as numerous other districts including the District of Delaware, the
District of Nevada, the Central and Northern Districts of
California, the Southern District of New York, and the United
States Court of Appeals for the Fifth Circuit.  In addition to
representing debtors and creditors, Rios has extensive experience
in representing creditors' committees, landlords, purchasers of
distressed assets as well as trustees in numerous reorganization
and liquidation bankruptcy cases.

Mr. Rios has earned numerous awards and honors during his legal
career.  He is a member of the American Bankruptcy Institute and
several bar associations.  He earned a Bachelor of Business
Administration degree in marketing from Texas A & M University and
a Juris Doctorate from South Texas College of Law.

Mr. Phillips' practice focuses on all aspects of commercial lending
and a full range of real estate transactions such as lease
agreements, closings, defaulted loans, and foreclosures.  For HWA
clients, Mr. Phillips primarily provides commercial real estate
lending representation on behalf of national and state banking
associations with loan transactions typically valued from $1
million to $30 million.  He advises and assists clients who lend
funds for multi-family projects, income producing properties, and
raw land throughout the United States.

"Robin's depth of experience in commercial real estate and finance
transactions is a great asset to our clients.  In addition, Robin's
long-standing relationships in Dallas, Fort Worth, Galveston and
Houston are extremely beneficial as we continue to broaden the
reach of our Real Estate and Real Estate Finance Practice Group
throughout Texas," explained Mr. Gunn, who is a co-managing partner
for HWA.

Mr. Phillips has been practicing law since 1983.  He began his
legal career in the Dallas-Fort Worth area and relocated to Houston
in 2013.  Mr. Phillips earned a Bachelor of Business Administration
degree from Baylor University, with a concentration in finance and
real estate and a Doctor of Jurisprudence from Baylor University
School of Law.

Full biographical profiles for Rios and Phillips are available at
www.hwa.com

            About Hughes Watters Askanase, L.L.P.

For more than 36 years, Hughes Watters Askanase, L.L.P. focuses on
representation of commercial and consumer lenders, including banks
and credit unions; business bankruptcy; business planning and
strategy; default servicing; real estate and real estate finance;
commercial and consumer financial services litigation; employment
law; and wills and probate.


[^] BOOK REVIEW: The Rise and Fall of the Conglomerate Kings
------------------------------------------------------------
Author:     Robert Sobel
Publisher:  Beard Books
Softcover:  240 pages
List Price: $34.95
Review by David Henderson

Order your personal copy today at http://is.gd/1GZnJk

The marvelous thing about capitalism is that you, too, can be a
Master of the Universe.  If you are of a certain age, you will
recall that is the name commandeered by Wall Street bond traders
in their Glory Days.  Being one is a lot like surfing: you have to
catch the crest of the wave just right or you get slammed into the
drink, and even the ride never lasts forever.  There are no
Endless Summers in the market.

This book is the behind-the-scenes story of the financial wizards
and bare-knuckled businessmen who created the conglomerates, the
glamorous multi-form companies that marked the high noon of post-
World War II American capitalism.  Covering the period from the
end of the war to 1983, the author explains why and how the
conglomerate movement originated, how it mushroomed, and what
caused its startling and rapid decline.  Business historian Robert
Sobel chronicles the rise and fall of the first Masters of the
Universe in the U.S. and describes how the era gave rise to a
cadre of imaginative, bold, and often ruthless entrepreneurs who
took advantage of a buoyant stock market to create giant
enterprises, often through the exchange of overvalued paper for
real assets.  He covers the likes of Royal Little (Textron), Text
Thornton (Litton Industries), James Ling (Ling-Temco-Vought),
Charles Bludhorn (Gulf & Western) and Harold Geneen (ITT).  This
is a good read to put the recent boom and bust in a better
perspective.

While these men had vastly different personalities and processes,
they had a few things in common: ambition, the ability to seize
opportunities that others were too risk-averse to take, willing
bankers, and the expansive markets of the 1960s.  There is
something about an expansive market that attracts and creates
Masters of the Universe.  The Greek called it hubris.

The author tells a good joke to illustrate the successes and
failures of the period.  It seems the young son of a
Conglomerateur brings home a stray mongrel dog.  His father asks,
"How much do you think it's worth?" To which the boy replies, "At
least $30,000." The father gently tries to explain the market for
mongrel dogs, but the boy is undeterred and the next afternoon
proudly announces that he has sold the dog for $50,000.  The
father is proudly flabbergasted,  "You mean you found some fool
with that much money who paid you for that dog?"  "Not exactly,"
the son replies, "I traded it for two $25,000 cats."

While it lasted, the conglomerate struggles were a great slugfest
to watch: the heads of giant corporations battling each other for
control of other corporations, and all of it free from the rubric
of "synergy."  Nobody could pretend there was any synergy between
U.S. Steel and Marathon Oil.  This was raw capitalist power at
work, not a bunch of fluffy dot.commies pretending to defy market
gravity.

History repeats itself, endlessly, because so few people study
history.  The stagflation of the 1970s devalued the stock of
conglomerates and made it useless a currency to keep the schemes
afloat.  The wave crashed and waiting on the horizon for the next
big wave: the LBO Masters of the 1980s.

Robert Sobel was born in 1931 and died in 1999.  He was a prolific
chronicler of American business life, writing or editing more than
50 books and hundreds of articles and corporate profiles.  He was
a professor of business history at Hofstra University for 43 years
and he a Ph.D. from NYU.


                            *********

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 ***