TCR_Public/150127.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, January 27, 2015, Vol. 19, No. 27

                            Headlines

AKBARI-SHAHMIRZADI: Court Won't Stay Order Approving Rival Plan
ALEXZA PHARMACEUTICALS: Initiates Phase 2a Study of AZ-002
ALLIANT HOLDINGS: Moody's Retains B3 CFR Over Increased Borrowing
ARS INVESTMENT: Case Summary & 7 Largest Unsecured Creditors
ASSOCIATED WHOLESALERS: Judge Extends Deadline to Remove Suits

ATLANTIC CITY: Moody's Lowers Water Revenue Debt Rating to B2
AWI DELAWARE: Has Until April 7 to Make Lease-Related Decisions
AZIZ CONVENIENCE: GA Assigns Retention Agreement to Keen Summit
BAPTIST HOME: Can File Chapter 11 Plan Until January 28
BROADVIEW NETWORKS: BlackRock Reports 8.6% Stake as of Dec. 31

C. WONDER: Meeting to Form Creditors' Panel Set for Jan. 30
CACHE INC: Hires Lawyers to Help Prepare Bankruptcy Filing
CAESARS ENTERTAINMENT: Can Continue Surety Bond Program
CAESARS ENTERTAINMENT: Creditors Debate Bankr. Court Choice
CAESARS ENTERTAINMENT: Has Interim Authority to Pay PACA Claims

CAESARS ENTERTAINMENT: Has Interim OK to Pay $10.7-Mil. to Vendors
CD INTERNATIONAL: Files Late 2013 Report
CLOUD MEDICAL: GHB CPAs PC Express Going Concern Doubt
CRAFT INTERNATIONAL: Parties Agree to Shut Company
CUBIC ENERGY: Amends Quarterly Report to Correct Accounting Error

D J SIMPSON: Case Summary & 20 Largest Unsecured Creditors
DCP MIDSTREAM: Moody's Lowers Jr. Subordinated Bond Rating to Ba1
DEB STORES: Creditors' Panel Hires Cooley LLP as Lead Counsel
DEB STORES: Creditors' Panel Hires Drinker Biddle as Co-counsel
DEB STORES: Creditors' Panel Taps Zolfo Cooper as Consultants

DTE ENERGY: Fitch Affirms 'BB+' Rating on Jr. Subordinated Notes
DUBLIN SQUARE: Case Summary & 17 Largest Unsecured Creditors
DYNAVOX INC: Joint Plan of Liquidation Declared Effective
ESP RESOURCES: Incurs $734,000 Net Loss in Third Quarter
ETRADE FINANCIAL: Moody's Puts 'Ba3' CFR on Review for Upgrade

EXIDE TECHNOLOGIES: Watchdog Says Plan Unfair to Jr. Bondholders
FANNIE MAE & FREDDIE MAC: Government Balks at Alvarez & Marsal
FL 6801: Completes Sale of Assets to Z Capital Partners
FOREST CITY: Moody's Affirms 'B2' Sr. Unsecured Debt Rating
FOUNDATION HEALTHCARE: Revises 3 Million Units Prospectus

G&Y REALTY: Assignee Seeks Dismissal of Involuntary Case
GENERAL MOTORS: M.D. Pa. Judge Stays Proceedings in "Bloom" Suit
GLC LIMITED: Dist. Court to Hear Clawback Suit v. Barry Switzer
GLOBAL CLEAN: Reports $795K Net Loss in June 30 Quarter
GRIDWAY ENERGY: Authorized to Sell Ziphany's Assets to JKMV AGQ

HALCON RESOURCES: Moody's Lowers Corporate Family Rating to Caa1
HEI INC: Asserts Bid to Employ All Three Professionals Necessary
HEI INC: Court Okays Feb. 5 Auction of Assets
HEI INC: Hearing on Cash Collateral Use Continued Until Feb. 25
HLSS SERVICER: BlueMountain Capital Delivers Notice of Default

HOLY HILL: Court Denies Bid to Employ Jaenam Coe as Counsel
IBAHN CORP: Feb. 3 Hearing on Bid to Dismiss Chapter 11 Cases
JAMES RIVER COAL: Sale of Mining Assets to Revelation Has Closed
LANDS' END: Fourth Quarter Results No Impact on Moody's B1 Rating
LDK SOLAR: Filed Amendments to Form T-3s

LDK SOLAR: Unveils Results of EGM Held in Hong Kong
LEHMAN BROTHERS: Former Trader Continues Fight for Bonus
LIFE PARTNERS: Receives NASDAQ Delisting Notice after Ch.11 Filing
MINERAL PARK: Plan Filing Date Extended to April 22
MISSION NEWENERGY: Had A$1.2 Million in Cash at Dec. 31, 2014

MONROE HOSPITAL: Says Assignment of Doctors' Pacts Permitted
MOSS FAMILY: Can Use Fannie Mae Cash Collateral Until Dec. 31
MOSS FAMILY: Can Use Fifth Third's Cash Collateral Until Feb. 20
MOSS FAMILY: Can Use Horizon Bank's Cash Collateral Until June 30
NII HOLDINGS: Agrees to Sell Mexican Operations to AT&T

NII HOLDINGS: NIU Holding's Voluntary Chapter 11 Case Summary
NNN SIENA OFFICE: Wants Court to Dismiss Chapter 11 Case
PACIFIC GOLD: Recurring Losses Raise Going Concern Doubt
PATTERSON PARK: Fitch Affirms 'BB+' Rating on $12.6MM Bonds
PENNSYLVANIA ECONOMIC: Fitch Lowers Rating on $169MM Bonds to 'BB'

PLASTIC2OIL INC: Letter to Stockholders from CEO
PLUSFUNDS GROUP: 2nd Cir. Flips Order Denying Bid to Reopen Case
PRECISION MEDICAL: Meeting of Creditors Set for Feb. 10
PRECISION MEDICAL: Powers of Trustee Defined
PROSPECT HOLDING: Moody's Affirms 'B2' Corporate Family Rating

PROSPECT PARK: Judge Extends Deadline to Remove Suits to Feb. 3
PROVIDENT FUNDING: Moody's Affirms 'Ba3' Corporate Family Rating
R&J LIMITED: Case Summary & 2 Largest Unsecured Creditors
RARITY MANAGEMENT: Receiver to Sell Assets; Bids Due Feb. 27
REDONDO CONSTRUCTION: Court Rejects Motion in Compliance

RESTORGENEX CORP: Ally Bridge Reports 9.4% Stake as of Dec. 31
REVEL AC: District Court Won't Halt Sale to Polo North
SCOOTER STORE: Bankruptcy Case Transferred to Judge Silverstein
SCRUB ISLAND: Judge Caryl E. Delano Appointed as Mediator
SCRUB ISLAND: Vehicle Acquisition Financing Gets Interim Approval

SHASTA ENTERPRISES: Brady Debunks Potential Conflict
SHASTA ENTERPRISES: Jacobs Says It Shouldn't Be Disqualified
SIGA TECHNOLOGIES: Has Until May 14 to Propose Chapter 11 Plan
SIGA TECHNOLOGIES: Lease Decision Period Extended Until April 15
SOURCE HOME: Asks Court to Extend Deadline to Remove Suits

ST MARY'S HOSPITAL: Urena and Faltas-Fouad Suits Remanded
ST. CHARLES PARISH: Moody's Puts Ba1 Rating on Review for Downgrade
STEARNS HOLDINGS: Moody's Affirms 'B2' Corporate Family Rating
STEPHEN YELVERTON: Case vs. Siblings Won't Proceed as Class Suit
SUPPLEMENTWAREHOUSE.COM: Case Summary & 20 Top Unsec. Creditors

TRAVELPORT WORLDWIDE: Hikes Revolving Credit Facility by $25MM
TURNER GRAIN: U.S. Trustee Appoints Creditors' Committee
U.S. CELLULAR: Fitch Rates $225-Mil. Sr. 7-Year Loan 'BB+'
U.S. COAL: Premium Finance Deal With IPFC Corp. Okayed
U.S. FARATHANE: Moody's Assigns 'B2' Corporate Family Rating

VERMILLION INC: Matthew Strobeck Held 7.3% Stake at Dec. 23
WET SEAL: Final DIP Hearing Set for Feb. 5
YARWAY CORP: Modifies Disclosure Statement, PI Panel Supports Plan
[^] Large Companies With Insolvent Balance Sheet

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AKBARI-SHAHMIRZADI: Court Won't Stay Order Approving Rival Plan
---------------------------------------------------------------
Magistrate Judge William P. Lynch denied the emergency request of
Nancy Akbari-Shahmirzadi for a limited stay pending her pro se
appeal from Bankruptcy Judge David Thuma's Oct. 27, 2014 order
confirming the First Amended Plan of Liquidation filed by Charlotte
Leff, Executrix of the Estate of Jacoby, for Akbari.

Akbari filed the Motion at the expiration of the 14-day period
following the Confirmation Order, and the Leff Plan already went
into effect, Judge Lynch said in his Jan. 7, 2015 Order available
at http://is.gd/1coJI3from Leagle.com.

Akbari is also taking an appeal from Judge Thuma's Order denying
confirmation of her own exit Plan.

The Troubled Company Reporter ran a story on the Court's
Confirmation Order on Oct. 29, 2014.


ALEXZA PHARMACEUTICALS: Initiates Phase 2a Study of AZ-002
----------------------------------------------------------
Alexza Pharmaceuticals, Inc., has initiated a Phase 2a study of
AZ-002 (Staccato alprazolam), which is being developed for the
management of epilepsy in patients with acute repetitive seizures.
ARS occurs in a subset of patients with epilepsy who regularly
experience breakthrough seizures, despite treatment with a regular
regimen of anti-epileptic drugs.

"Our team has been working with some of the leading opinion leaders
in the field of epilepsy to finalize our development strategy for
AZ-002," said James V. Cassella, PhD, executive vice president,
Research and Development, and chief scientific officer of Alexza.
"We believe that AZ-002, if approved, could greatly benefit
epilepsy patients who experience seizure emergencies like ARS."

Dr. Cassella continued, "In previous clinical studies where we have
dosed more than 100 subjects, Staccato alprazolam demonstrated
excellent dose-proportionality, exhibited a median Tmax (time to
peak plasma concentration) of 2 minutes, and was safe and
well-tolerated."

                           About Alexza

Mountain View, California-based Alexza Pharmaceuticals, Inc., was
incorporated in the state of Delaware on Dec. 19, 2000, as FaxMed,
Inc.  In June 2001, the Company changed its name to Alexza
Corporation and in December 2001 became Alexza Molecular Delivery
Corporation.  In July 2005, the Company changed its name to Alexza
Pharmaceuticals, Inc.

The Company is a pharmaceutical development company focused on the
research, development, and commercialization of novel proprietary
products for the acute treatment of central nervous system
conditions.

Alexza Pharmaceuticals reported a net loss of $39.6 million in
2013, a net loss of $28.0 million in 2012 and a net loss of
$40.5 million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $65.8
million in total assets, $115 million in total liabilities and
total stockholders' deficit of $48.8 million.


ALLIANT HOLDINGS: Moody's Retains B3 CFR Over Increased Borrowing
-----------------------------------------------------------------
Moody's Investors Service is maintaining the B3 corporate family
rating and B3-PD probability of default rating of Alliant Holdings
I, LLC (Alliant) following plans to borrow $85 million under a
delayed draw term loan under its first-lien term loan credit
facility. Net proceeds from the offering will be used to fund
acquisitions. The transaction does not affect Alliant's corporate
family rating or its debt ratings, which include a B2 rating on its
first-lien revolver and term loan and a Caa2 rating on its senior
unsecured notes. The outlook for the ratings is stable.

Ratings Rationale

Alliant's ratings reflect its leading position in several niche
markets, steady organic revenue growth and strong operating
margins. A key strength is the company's emphasis on specialty
programs, where the broker offers distinct value both to insurance
buyers and insurance carriers. These strengths are tempered by the
company's aggressive financial leverage and moderate interest
coverage, along with its contingent/litigation risk related to
"leveraged hires" (recruiting seasoned producers with specialty
books of business). The company also faces potential liabilities
from errors and omissions, a risk inherent in professional
services.

Giving effect to the proposed financing, Alliant's debt-to-EBITDA
ratio will be over 10x, based on Moody's estimates. Moody's expects
that Alliant will reduce its debt-to-EBITDA ratio below 8x over the
next 12-18 months through a combination of organic growth and lower
costs associated with leveraged hires.

Factors that could lead to an upgrade of Alliant's ratings include:
(i) debt-to-EBITDA ratio below 5.5x; (ii) (EBITDA - capex) coverage
of interest exceeding 2x; and (iii) free-cash-flow-to-debt ratio
exceeding 5%.

Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 8x adjusted; (ii) (EBITDA - capex)
coverage of interest below 1.2x; and (iii) free-cash-flow-to-debt
ratio below 2%.

Giving effect to the delayed draw term loan, Alliant's ratings (and
revised LGD assessments) include:

Corporate family rating B3;

Probability of default rating B3-PD.

$100 million first-lien revolving credit facility rated B2 (to
LGD3, 35% from LGD3, 34%);

$1,045 million first-lien term loan rated B2 (to LGD3, 35% from
LGD3, 34%);

$450 million senior unsecured notes rated Caa2 (to LGD5, 88% from
LGD5, 87%).

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

$85 million delayed draw term loan rated B2 (LGD3, 35%)

The principal methodology used in these ratings was Moody's Global
Rating Methodology for Insurance Brokers & Service Companies
published in Februaury 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.

Alliant, based in Newport Beach, California, is a specialty
oriented insurance broker providing property & casualty and
employee benefits products and services to middle-market clients
across the US. For the 12 months through September 2014, Alliant
generated revenues of approximately $597 million.



ARS INVESTMENT: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: ARS Investment Group, LLC
        2967 Michelson Drive, Suite 625
        Irvine, CA 92612

Case No.: 15-10329

Chapter 11 Petition Date: January 23, 2015

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Catherine E. Bauer

Debtor's Counsel: Christopher C Barsness, Esq.
                  BARTHCALDERON, LLP
                  333 City Boulevard West Ste 2050
                  Orange, CA 92868
                  Tel: 714-704-4828
                  Fax: 714-704-1513
                  Email: cbarsness@barthattorneys.com

Total Assets: $1.34 million

Total Liabilities: $978,384

The petition was signed by Alex Kodnegah, managing member.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb15-10329.pdf


ASSOCIATED WHOLESALERS: Judge Extends Deadline to Remove Suits
--------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey has given Associated Wholesalers
Inc. until April 7, 2015, to file notices of removal of lawsuits
involving the company and its affiliates.

                   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: Moody's Lowers Water Revenue Debt Rating to B2
-------------------------------------------------------------
Moody's Investors Service has downgraded Atlantic City Municipal
Utilities Authority's (NJ) water revenue debt to B2 from Ba1, and
assigned a negative outlook. This action resolves the review for
possible downgrade that Moody's initiated in December 2014. The
authority currently has $18.4 million of outstanding.

Summary Rating Rationale

The downgrade to B2 reflects the authority's rapidly declining
customer base from the contracting casino industry in Atlantic
City, and the authority's governance relationship with the city of
Atlantic City. These bonds are no longer rated at the same level as
Atlantic City's GO bonds (now rated Caa1/negative) given the
authority's separate revenue stream and low debt burden, and the
city's more severe financial troubles. The B rating category
indicates that the rated obligation is speculative and subject to
high credit risk. The bonds are backed by a pledge of net water
revenues and guaranteed by Atlantic City's GO.

Outlook

The negative outlook reflects continued, heightened risk to water
revenue bondholders given recent signals that Atlantic City may
pursue a sale of the water system, debt restructuring, and/or a
bankruptcy filing.

What Could Make The Rating Go Up

-- An Atlantic City fiscal recovery plan that protects water
    revenue bondholders

What Could Make The Rating Go Down

-- Additional casino closures beyond Moody's projection of one
    to two within the next two years

-- Further risk of the city filing for Chapter 9 bankruptcy

-- Formal proposals or plans by the recently appointed Atlantic
    City Emergency Manager to sell or lease MUA assets without
    protecting water revenue bondholders

Obligor Profile

The authority is a relatively small system with $15.2 million of
annual revenues. It collects 70% of its raw water from underground
wells and the remainder from surface water at two reservoirs.

Legal Security

The bonds are secured by net water revenues and additionally by a
general obligation guarantee pledge of the city, through a service
contract.

Principal Methodology

The principal methodology used in this was US Municipal Utility
Revenue Debt published in December 2014.



AWI DELAWARE: Has Until April 7 to Make Lease-Related Decisions
---------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended the deadline by which ADI
Liquidation, Inc., formerly known as AWI Delaware, Inc., et al. to
assume or reject unexpired leases of nonresidential real property
until April 7, 2015.

As reported in the Troubled Company Reporter on Jan. 14, 2015, on
Oct. 29, 2014, after an auction, the Court approved the sale of
substantially all of the Debtors' assets to C&S Wholesale Grocers,
Inc., or any one or more of its affiliates designated as a
purchaser of any acquired asset at closing in accordance with an
asset purchase agreement.  Notably, the assets of Co-Op Agency,
Inc. were excluded from the sale.  The sale to the purchaser closed
on Nov. 12, 2014.

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

                   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.


AZIZ CONVENIENCE: GA Assigns Retention Agreement to Keen Summit
---------------------------------------------------------------
GA Keen Realty Advisors, L.L.C., and Keen Summit Capital Partners
LLC notified the Bankruptcy Court and interested parties that GA
Keen has assigned to Keen Summit its rights and obligations under
the retention agreement between Aziz Convenience Stores, L.L.C. and
GA Keen.

The retention agreement was approved on Dec. 18, 2014, pursuant to
the Court's agreed order authorizing the employment of GA Keen
Realty Advisors, L.L.C. as investment banker for the Debtor.

In this relation, GA Keen and Keen Summit request that the Court
approve the assignment of the retention agreement from GA Keen to
Keen-Summit.

The order also provides that the term of the agreement may be
extended by mutual consent of the parties only if lender
PlainsCapital Bank consents or by further order of the Court.

               Objection to the Retention Agreement

Greenwich Investors XLV Trust 2013-1 has objected to the motion
stating that retention agreement fail to state whether Keen is
licensed to sell Texas real estate.  The undersigned believes that
Keen is not licensed as a broker or salesperson under Texas' Real
Estate Licensing Act.

As reported in the Troubled Company Reporter on Dec. 17, 2014, the
Debtor filed a motion to employ GA Keen Realty Advisors, LLC, as
its investment banker.

The parties' retention agreement provides for Keen to have the sole
and exclusive authority to act as the Debtor's advisor in
connection with the solicitation and consummation of each
"transaction" and to have the exclusive right to sell, market and
respond to solicitations regarding the Debtor's properties.  The
agreement defines "transaction" as either a sale or a financing;
provided, however, a transaction does not include (a) the
acquisition of the property by lender Plains Capital Bank by means
of a credit bid, (b) the foreclosure of any property or the
properties by Plains, or (c) the restructure of the amounts owed
to the Plains.

If authorized, the agreement would be effective from the date of
execution through the confirmation of the Debtor's reorganization
plan, the closing of the last property transaction approved by the
Court or May 31, 2015, whichever comes first.

The Debtor proposes to pay Keen as follows:

  a. Engagement Fee: Keen will earn a non-refundable advisory and
     consulting fee of $50,000. Fifty percent of the engagement
     fee will be subject to set off against the final
     transactional fees due and owing to Keen.

  b. Sale Fee: Upon the consummation of a sale of all or a portion
     of the Debtor's property, Keen will be entitled to a fee,
     payable in cash from only the sale proceeds equal to 3
     percent of gross proceeds.  With respect to The 200 Acres3:

        i. In the event that The 200 Acres are sold by credit bid
           to the Secured Mortgagee, or for an amount that exceeds
           the credit bid of the Secured Mortgagee, but such
           excess is not at least $50,000, then GA Keen Realty
           will have earned a fee of $50,000 for marketing the 200
           Acres, payable from the Secured Mortgagee. Such fee
           will be payable by the Secured Mortgagee upon the
           closing of the Transaction.

       ii. In the event that The 200 Acres are sold to a third
           party for an amount that exceeds the credit bid of the
           Secured Mortgagee plus the $50,000, but not for an
           amount that is enough for Debtor to pay Keen a full
           three-percent fee, then, in that limited circumstance,
           Keen will have earned and will be paid no less $50,000
           dollars plus the remaining proceeds of sale up to a
           full 3 percent fee for a total fee of no more than 3
           percent.

   c. Financing Fee.  Upon the closing of a financing transaction,
      Keen will be entitled to a fee payable in cash from the
      financing proceeds equal to 3 percent of the gross proceeds.

   d. Restructuring Fee. Upon the Debtor confirming a plan of
      reorganization in which its indebtedness to the Lender is
      restructured, Keen will be entitled to a fee, payable in
      cash equal to $150,000.

   e. Foreclosure/Credit-Bid Fee.  If Lender acquires all of the
      Properties by means of a credit bid or foreclosure, then
      Keen will be entitled to a fee equal to $150,000.

   f. Litigation Support: Keen will not charge hourly litigation
      support fees in support of a transaction.  However, Keen
      will charge hourly litigation support fees in connection
      with time spent on any contested matter unrelated to a
      transaction.  To the extent Keen bills the Debtor pursuant
      to this provision, Keen will file fee applications pursuant
      to Sec. 330 of the Bankruptcy Code.

   g. Expenses: The Debtor will be responsible for all of Keen's
      reasonable out-of-pocket expenses incurred by Keen in this
      engagement.  A reasonable estimate of all such expenses will
      be included in a marketing budget that Keen will prepare
      prior to the hearing on the application and will be approved
      by the Lender and the Bankruptcy Court prior to entry of an
      order approving Keen's retention.

The Debtor agrees to indemnify Keen from losses, claims, damages,
expenses and liabilities as incurred, related to or arising out of
activities performed.

The Debtor requests that Keen's compensation and the fee structure
be subject to the standard of review set forth in Sec. 328(a) of
the Bankruptcy Code, and not any other section thereof, including
the "reasonableness" standard set forth in Sec. 330 of the
Bankruptcy Code.

To the best of the Debtor's knowledge, neither Keen, nor any of
its principals or employees has any connection with the Debtor,
its creditors, the office of the United States Trustee for the
Southern District of Texas or any other party with an interest in
the instant Chapter 11 case.

                      About Aziz Convenience

Aziz Convenience Stores, L.L.C., owner of convenience stores with
gas pumps in Texas, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 14-70427) in its hometown in McAllen, Texas, on
Aug. 4, 2014, without stating a reason.

The Debtor owns properties in Mission, San Juan, Pharr, McAllen,
Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton, Edinburg,
all in Texas.  It appears that none of the Debtor's convenience
stores are on leased property as the schedule of unexpired leases
only shows the contract with Valero LP.

The Debtor is represented by William A Csabi, Esq., from
Harlingen, Texas.



BAPTIST HOME: Can File Chapter 11 Plan Until January 28
-------------------------------------------------------
The deadline for Baptist Home of Philadelphia dba Deer Meadows
Retirement Community and its debtor-affiliates to file with the
Bankruptcy Court a proposed plan of reorganization expires
tomorrow, absent a Court-ordered extension.

The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
had further extended the Debtor's exclusive periods to:

  a) file a Chapter 11 plan until Jan. 28, 2015; and
  b) solicit acceptances of that plan until March 27, 2015.

The Debtors said they have made good faith progress toward
reorganization, as reflected by the filed plan and disclosure
statement.  As a result of the consummated sale of the home, all
creditors stand to receive payment in full, or substantially in
full, of their allowed claims.  Deer Meadows Property LP was named
stalking-horse bidder for the Debtors' home.  The sale closed on
Dec. 1, 2014, after the home and Deer Meadows had obtained all of
the necessary regulatory and licensing approvals.  On the Closing
date, the home ceased operations of its facility.  The sale
generated net sale proceeds in excess of $30 million, according to
the Debtors.


BROADVIEW NETWORKS: BlackRock Reports 8.6% Stake as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of Dec. 31,
2014, it beneficially owned 883,150 shares of common stock of
Broadview Networks Holdings Inc. representing 8.8 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/Tg6wv2

                      About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Ernst & Young LLP, in New York, N.Y., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has in excess of $300 million of debt due on or before
September 2012.  "In addition, the Company has incurred net losses
and has a net stockholders' deficiency."

The Company reported a net loss of $11.9 million for 2011,
compared with a net loss of $18.8 million for 2010.

Broadview Networks' balance sheet at Sept. 30, 2014, showed $206.09
million in total assets, $204.44 million in total liabilities and
$1.64 million in total stockholders' equity.

                           *     *     *

In the July 23, 2012, edition of the Troubled Company Reporter,
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc. Corporate Family Rating (CFR) to Caa3 from Caa2 and the
Probability of Default Rating (PDR) to Ca from Caa3 in response to
the company's announcement that it has entered into a
restructuring support agreement with holders of roughly 70% of its
preferred stock and roughly 66-2/3% of its Senior Secured Notes.
The company is expected to file a pre-packaged Chapter 11 Plan of
Reorganization or complete an out of court exchange offer.

As reported by the TCR on July 25, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Broadview to 'D'
from 'CC'.  "This action follows the company's announced extension
on its revolving credit facility.  We expect to lower the issue-
level rating on the notes to 'D' once the company files for
bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on
the notes," S&P said.


C. WONDER: Meeting to Form Creditors' Panel Set for Jan. 30
-----------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on Jan. 30, 2015, at 10:00 a.m. in the
bankruptcy case of C. Wonder, LLC, et al.

The meeting will be held at:

         United States Trustee's Office
         One Newark Center, 1085 Raymond Blvd.
         21st Floor, Room 2106
         Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

                            About C. Wonder

C. Wonder LLC is a specialty retailer created by Tory Burch's
ex-husband, Christopher Burch.  The company and four of its
affiliates filed for bankruptcy on January 22, 2015 (Lead Case No.
15-11127, Bankr. N.J.).  The petition was signed by Stephen
Marotta, chief restructuring officer.

Cole, Schotz, Meisel Forman & Leonard, P.A.'s Michael D. Sirota,
Esq., Warren A. Usatine, Esq., and Felice R. Yudkin, Esq. have been
tapped as the Debtors' counsel.  Marotta, Gund, Budd & Dzera, LLC
serves as crisis management services provider to the Debtors.



CACHE INC: Hires Lawyers to Help Prepare Bankruptcy Filing
----------------------------------------------------------
Stephanie Gleason and Lillian Rizzo, writing for Daily Bankruptcy
Review, reported that women's dress and formal wear retailer Cache
Inc. has hired restructuring lawyers to help the company prepare a
bankruptcy filing, according to people familiar with the matter,
adding to the growing list of mall retailers to eye Chapter 11
bankruptcy in the last two months.

According to the DBR report, citing the people, Cache has hired
Pachulski Stang Ziehl & Jones to help prepare a bankruptcy filing
with the U.S. Bankruptcy Court in Wilmington, Del.  The company has
been negotiating with its lender, Salus Capital Partners , but has
yet to reach any sort of agreement, one of these people said, the
report related.

Cache, Inc., operates 236 women's apparel specialty stores under
the trade name "Cache."  On December 4, 2014, New York-based Cache
announced that it has received an inquiry from a third party
regarding a potential sale of the Company.


CAESARS ENTERTAINMENT: Can Continue Surety Bond Program
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Caesars Entertainment Operating
Company, Inc., et al., to continue, renew and supplement their
surety bond program, including the maintenance and posting of
collateral.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino  

companies.  Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The Company has its corporate headquarters in Las Vegas.  Harrah's
announced its re-branding to Caesar's in mid-November 2010.  

Caesars Entertainment reported a net loss of $2.93 billion in 2013,
as compared with a net loss of $1.50 billion in 2012.  The
Company's balance sheet at Sept. 30, 2014, showed $24.5 billion in
total assets, $28.2 billion in total liabilities and a $3.71
billion total deficit.

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: Creditors Debate Bankr. Court Choice
-----------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
creditors of Caesars Entertainment Corp.'s largest unit lined up to
challenge the gambling company's bid to work through its $18.4
billion debt load in a bankruptcy court in Chicago.

According to the DBR report, senior bondholders that are owed
billions support the big casino operator's restructuring and its
choice of a Chicago court; other creditors do not.  From the banks
at the top of the debt heap to unsecured creditors at the bottom,
other creditors say Caesars was looking for a friendly court to
sign off on its Chapter 11 restructuring, a product of an allegedly
tainted process, the DBR report said.

Bill Rochelle, bankruptcy columnist for Bloomberg News, reported
that Caesars concedes that Delaware is not inconvenient, a
significant concession because the federal statute says that
selection of venue turns on the interest of justice or the
convenience of the parties.  Caesars, according to Mr. Rochelle,
contends Illinois is preferable because law in the Seventh Circuit
Court of Appeals in Chicago is more lenient in allowing a Chapter
11 plan to provide immunity from lawsuits for the non-bankrupt
Caesars parent. Without releases for the parent, CEOC’s proposed
reorganization plan won’t work.

Most of Caesars' creditors, hoping for Delaware, believe it’s
more convenient, Mr. Rochelle said.  The creditors argue that
CEOC’s proposed plan will preserve potentially billions in value
for the owners while creditors go begging, Mr. Rochelle added.

Mr. Rochelle further reported that U.S. Bankruptcy Judge Kevin
Gross, who is the judge with the first-filed case, is given by
bankruptcy rules the right to decide where the reorganization will
be held.  Judge Gross said he won’t rule on whether the
involuntary petition was properly filed, the Bloomberg report
added.

Mr. Rochelle noted that even though Judge Gross won't initially
decide the question, fixing the effective date of bankruptcy on
Jan. 12 or Jan. 15 will be significant because the earlier date
increases the possibility of setting aside a lien granted on casino
cash.

                    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 Authority to Pay PACA Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, gave Caesars Entertainment Operating Company,
Inc., et al., interim authority to pay all claims arising under the
Perishable Agricultural Commodities Act of 1930 to vendors.

Any objections to entry of the final order must be filed on or
before Feb. 9, 2015, at 4:00 p.m., prevailing Central Time.  In the
event no objections to the entry of a final order on the motion are
timely received, the Court may enter a final order without need for
a final hearing.

                    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 OK to Pay $10.7-Mil. to Vendors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, gave Caesars Entertainment Operating Company,
Inc., et al., interim authority to pay certain prepetition claims
of critical vendors in an amount not to exceed $10,700,000, and
establish procedures to address any vendor that repudiate or
otherwise refuse to honor contractual obligations to the Debtors.

Any objections or responses to entry of the final order must be
filed on or before Feb. 9, 2015, at 4:00 p.m., prevailing Central
Time.  In the event no objections to entry of a final order on the
motion are timely received, the Court may enter a final order
without need for the final hearing.

                    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.


CD INTERNATIONAL: Files Late 2013 Report
----------------------------------------
CD International Enterprises, Inc., recently filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
for the fiscal year ended Sept. 30, 2013.  A copy of the Form 10-K
is available at http://is.gd/iGmbJf

MaloneBailey, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
suffered losses from operations and has a working capital
deficiency.

The Company reported a net loss of $26.9 million on $1.95 million
of revenues for the year ended Sept. 30, 2013, compared with a net
loss of $90.79 million on $5.92 million of revenues in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $12.5 million
in total assets, $42.7 million in total liabilities, and a
stockholders' deficit of $30.2 million.

Based in Deerfield Beach, Florida, CD International sources,
produces, and distributes industrial products in Asia, Europe,
Australia, and the Americas.  The company also provides business
and financial consulting services to public and private companies
in China and the U.S.


CLOUD MEDICAL: GHB CPAs PC Express Going Concern Doubt
------------------------------------------------------
Cloud Medical Doctor Software Corporation filed with the U.S.
Securities and Exchange Commission in early January its annual
report on Form 10-K for the fiscal year ended Sept. 30, 2014.

GBH CPAs, PC, expressed substantial doubt about the Company's
ability to continue as a going concern, citing the Company has
has suffered recurring losses from operations and has an
accumulated deficit.

The Company reported a net loss of $1.71 million on $1.34 million
of revenues for the fiscal year ended Sept. 30, 2014, compared with
a net loss of $631,000 on $517,000 of revenues in fiscal 2013.

The Company's balance sheet at Sept. 30, 2014, showed $1.16 million
in total assets, $710,000 in total liabilities, and stockholders'
equity of $448,000.

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

                        http://is.gd/65iWfe

                        About Cloud Medical

Henderson, Nev.-based Cloud Medical Doctor Software Corporation,
formerly National Scientific Corporation, provide the Cloud-MD
Office, a Cloud Based, 5010 and ICD-10 compliant, suite of medical

software and services, designed by healthcare analysts and
programmers for healthcare providers, that produces Actionable
Information to help Independent Physician Practices, New Care
Delivery Models (ACO).  Cloud-MD Acquisition Services provides
medical supply acquisition services that are integrated with
Cloud-MD Office’s Medical and Pharmaceutical Inventory Management

software and offers a full range of medical, surgical, and
laboratory supply products and equipment for medical offices and
surgery centers.



CRAFT INTERNATIONAL: Parties Agree to Shut Company
--------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that Taya
Kyle, widow of "American Sniper" Chris Kyle, and creditors of Craft
International LLC, the SWAT team training business Mr. Kyle
founded, have reached a settlement under which the company will
shut down.

According to the Journal, the settlement also provides that the
Kyle family can live rent-free until Oct. 30 in their Midlothian,
Texas, home, and Ms. Kyle will get the rights to Craft's
skull-shaped logo.  The logo, imprinted on Craft apparel like
T-shirts, patches and coffee mugs, drove the company's merchandise
sales and is surrounded by these words: "Despite what your Momma
told you. . . violence does solve problems."

As previously reported by The Troubled Company Reporter, Ms. Kyle
sued Craft International, saying that the company has been
illegally using Mr. Kyle's image to sell merchandise and training
services without her permission.  According to the report, Mrs.
Kyle asserted that she and her children "have the right to control
the use of Chris Kyle's name, likeness and image."

              About Craft International

Craft International LLC, dba The Craft, in Dallas, Texas, filed a
voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 14-32605)
on May 30, 2014.  Craft is a consulting and training company
founded by the late U.S. Marine Chris Kyle.

The Hon. Stacey G. Jernigan presides over the case.  Seymour
Roberts, Jr., at Neligan Foley LLP, serves as the Debtor's general
counsel.  Sumner, Schick & Pace, LLP, serves as the Debtor's
litigation counsel.

Craft estimated assets of $50,000 to $100,000 and liabilities of
$1 million to $10 million.

The petition was signed by Steven Young, Craft's chief executive
officer and manager.


CUBIC ENERGY: Amends Quarterly Report to Correct Accounting Error
-----------------------------------------------------------------
Cubic Energy, Inc., filed an amended quarterly report with the U.S.
Securities and Exchange Commission for the period ended Dec. 31,
2013, to give effect to a change in accounting for warrants at fair
value.  

The warrants liability related to the warrants issued in connection
with the issuance of the Notes and the previously outstanding
warrants issued to Wells Fargo Energy Capital, Inc.  These warrants
include certain anti-dilution provisions, which provide for
exercise price adjustments in the event that any common stock
equivalents are issued at an effective price per share that is less
than the exercise price of the warrants.  The Company recorded the
fair value of the WFEC warrants as of July 1, 2013, as an out of
period adjustment to income and a corresponding liability.  The
warrants issued in connection with the issuance of the Notes were
issued during the quarter ended Dec. 31, 2013, and are recorded as
of the issuance date.  In addition, the Company's asset retirement
obligation has been restated, due to changes in estimates of the
ARO related to the properties acquired by the Company during the
quarter ended Dec. 31, 2013.

As restated, the Company reported net income attributable to common
stockholders of $15.4 million on $4.75 million of total revenues
for the three months ended Dec. 31, 2013, compared with net income
of $9.93 million on $5.04 million of total revenues as originally
reported.

Cubic Energy's restated balance sheet at Dec. 31, 2013, showed $136
million in total assets,
$135 million in total liabilities, $988 in redeemable preferred
stock and $412,000 in total stockholders' equity.  The Company
previously disclosed $141 million in total assets, $137 million in
total liabilities and $3.66 million in total stockholders' equity.

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

                        http://is.gd/HtCBib

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

BDO USA, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
suffered recurring losses from operations, has violated covenants
of its debt agreements, has a working capital deficit and has a net
capital deficiency.

The Company reported net income of $9.11 million on $15.9 million
of total revenues for the fiscal year ended June 30, 2014, compared
with a net loss of $5.93 million on $3.84 million of total revenues
last year.

The Company's balance sheet at June 30, 2014, showed $125 million
in total assets, $127 million in total liabilities, $988 in
redeemable preferred stock and a stockholders' deficit of $1.68
million.


D J SIMPSON: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: D J Simpson Company
           aka The Simpson Coatings Group, Inc.
           aka D.J. Simpson Company, Inc.
           aka D.J. Simpson Company
        111 South Maple Ave.
        South San Francisco, CA 94080

Case No.: 15-30083

Chapter 11 Petition Date: January 23, 2015

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Hon. Hannah L. Blumenstiel

Debtor's Counsel: Matthew D. Metzger, Esq.
                  BELVEDERE LEGAL, PC
                  1777 Borel Pl. #314
                  San Mateo, CA 94402
                  Tel: (415)513-5980
                  Email: mmetzger@belvederelegal.com
                         info@belvederelegal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Timothy E. Simpson, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb15-30083.pdf


DCP MIDSTREAM: Moody's Lowers Jr. Subordinated Bond Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded DCP Midstream, LLC's senior
unsecured rating to Baa3 from Baa2, junior subordinate bond rating
to Ba1 from Baa3 and its commercial paper rating to Prime-3 from
Prime-2. The ratings were placed on review for further downgrade.
Moody's affirmed DCP Midstream Operating LP (DPM) Baa3 senior
unsecured and Prime-3 commercial paper ratings and changed its
outlook to negative from stable.

"The downgrade and review for further downgrade of DCP reflect the
significant deterioration in natural gas liquids prices and
resultant sharply higher leverage given the company's largely
unprotected exposure to liquids prices," said Terry Marshall,
Moody's Senior Vice President. "DPM's negative outlook reflects its
increasing exposure to NGL prices in 2016 as its hedges roll off.
The review for downgrade of DCP will consider measures that DCP may
take to bolster its capital structure in the current environment
and the level of support that DCP's owners, Phillips 66 (A3 stable)
and Spectra Energy (Baa2 stable) may provide to DCP."

Downgrades:

Issuer: DCP Midstream, LLC

  Junior Subordinated Regular Bond/Debenture, Downgraded to Ba1
  from Baa3

  Senior Unsecured Commercial Paper, Downgraded to P-3 from P-2;
  Placed Under Review for further Possible Downgrade

  Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3 from

  Baa2; Placed Under Review for further Possible Downgrade

Outlook Actions:

Issuer: DCP Midstream Operating LP

Outlook, Changed To Negative From Stable

Issuer: DCP Midstream, LLC

Outlook, Changed To Rating Under Review From Stable

Affirmations:

Issuer: DCP Midstream Operating LP

  Senior Unsecured Commercial Paper, Affirmed P-3

  Senior Unsecured Regular Bond/Debenture, Affirmed Baa3

  Senior Unsecured Shelf, Affirmed (P)Baa3

Ratings Rationale

DCP's Baa3 senior unsecured rating considers DCP's large and
diverse, directly held asset base in the natural gas and NGL
midstream space, as well as its ownership and control of DPM (1%
GP, 22% LP and IDRs) and its midstream asset base, which provides
DCP with about 40% of DPM's distributable cash flow. DCP takes
considerable commodity price risk on both its directly generated
cash flow and that of DPM, for which it acts as hedge counterparty
on most of DPM's hedges and contract counterparty on a portion of
DPM's fee-based contracts. Both companies are subject to volumetric
risk, which is mitigated by their significant presence in the most
active US resource plays. DCP's ratings reflect very high leverage
(debt to EBITDA in excess of 7x in 2015 including Moody's
adjustments) given the significant drop in NGL prices, and the
structural subordination of distributions from DPM to debt of that
entity. DCP pays substantial tax and regular distributions to its
owners, although dividends have been curtailed from time-to-time
when DCP's business conditions or financial requirements proved
challenging. The owners have also bought assets (each owner bought
one third of both the Southern and Sand Hills pipelines) from DCP
in the face of worsening financial conditions at DCP. DCP sells
about 35% of its NGL's to Phillips 66 and Chevron Phillips Chemical
Company, LLC (A3 positive), which is 50%-owned by Phillip 66.

DPM's Baa3 senior unsecured rating reflects its standalone credit
profile of Ba1 and one notch of uplift from its coordinated
relationship with DCP and DCP's owners. DPM's rating reflects its
growing size and scale in the natural gas and NGL midstream space
with significant assets in key resource plays including the
Mid-Continent, Permian, Rockies and the Eagle Ford. DPM's cash flow
will grow through 2016 as both recent and anticipated asset drop
downs and organically grown assets ramp up. Cash flow stability
benefits from a combination of fee-based and hedged revenues that
total about 90% of anticipated 2015 volumes, but this coverage will
decline to about 70% in 2016 when DPM becomes less hedged. A
portion of DPM's fee-based contracts are with DCP, as are most of
its hedges.

DCP's liquidity is adequate primarily because of its $2.0 billion
revolving credit facility that matures in May 2019 and acts as a
backstop to the company's $2.0 billion commercial paper (CP)
program, providing funding for working capital needs and short-term
borrowing capacity for growth capital expenditures. As of September
30, 2014, $1.3 billion of the revolver was available, after
deducting CP outstandings.

Most of DCP's cash flow after maintenance capital of approximately
$170 million is paid to its owners in the form of distributions.
Moody's expect the proceeds of dropdowns to be used to reduce debt.
The revolver has a leverage covenant of a maximum 5x debt/EBITDA,
which at September 30, 2014 was 3.6x (typical of bank agreements,
debt/EBITDA is adjusted for partial year EBITDA). However, Moody's
expect the company will need to negotiate covenant relief with its
banks in 2015, given NGL prices.

DPM's liquidity is adequate primarily because of its $1.25 billion
revolving credit facility that matures in May 2019 and acts as a
backstop to the company's $1.25 billion commercial paper program
Typical of most MLPs, all free cash flow after maintenance capital
is distributed to LP unit holders and the GP, leaving the long-term
funding of growth capital expenditures reliant on debt and equity
capital markets. As of September 30, 2014 the revolver was fully
available, but for $1 million of letters of credit. The revolver
has a leverage covenant of a maximum 5x debt/EBITDA, which at
September 30 registered 3.4x (debt/EBITDA is adjusted for partial
year EBITDA). Moody's expect DPM to be in compliance with its
financial covenant throughout 2015.

DPM's negative outlook reflects an increasing exposure to NGL
pricing in 2016 in a weak NGL market. A rating downgrade would be
considered should DPM significantly debt finance its growth or
materially deviate from its policy of owning and operating
midstream assets with minimal cash flow volatility. The rating
could be downgraded if debt/EBITDA appears unlikely to decline
toward 4.5x as cash flow from organic capital expenditures and drop
downs ramp up. A rating upgrade would be considered as further
scale is achieved with a continued growth in fee-based midstream
energy assets and it appears that debt/EBITDA is sustainable below
3.5x.

DCP Midstream Partners, LP and DCP Midstream, LLC are affiliated
midstream energy companies headquartered in Denver, Colorado.

The principal methodology used in these ratings was Global
Midstream Energy published in December 2010.



DEB STORES: Creditors' Panel Hires Cooley LLP as Lead Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Deb Stores Holding
LLC and its debtor-affiliates seeks authorization from the Hon.
Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware to retain Cooley LLP as lead counsel, nunc pro tunc to
Dec. 12, 2014.

The Committee requires Cooley LLP to:

   (a) attend the meetings of the Committee;

   (b) review financial and operational information furnished by
       the Debtors to the Committee;

   (c) investigate and determine the value of unencumbered assets;

   (d) analyze and negotiate the budget and the terms of the
       debtor-in-possession financing;

   (e) assist in the efforts to sell assets of the Debtors in a
       manner that maximizes the value for creditors;

   (f) analyze any proposed Chapter 11 plan;

   (g) review and investigate the liens of purported secured
       parties;

   (h) review and investigate prepetition transactions in which   

       the Debtors and their insiders were involved;

   (i) in accordance with the Final DIP Order, investigate and
       pursue, on behalf of the Debtors' estates, the Debtors' (i)

       commercial tort claims and (ii) causes of action that may
       exist under chapter 5 of the Bankruptcy Code ("Avoidance
       Actions") against parties that are the direct or indirect
       beneficiaries of certain amended letters of credit that
       were issued on behalf of the Debtors on or about Oct. 7,
       2011;

   (j) in accordance with the Final DIP Order, advise and
       represent the Committee designee appointed to the panel   
       overseeing the pursuit of Avoidance Actions;

   (k) confer with the Debtors' management, counsel and financial
       advisors;

   (l) review the Debtors' schedules, statements of financial
       affairs and business plan;

   (m) advise the Committee as to the ramifications regarding all
       of the Debtors' activities and motions before this Court;

   (n) file appropriate pleadings on behalf of the Committee;

   (o) review and analyze the Debtors' investment banker's work
       product and report to the Committee;

   (p) provide the Committee with legal advice in relation to the
       Chapter 11 cases;

   (q) prepare various applications and memoranda of law submitted

       to the Court for consideration; and

   (r) perform such other legal services for the Committee as may
       be necessary or proper in these proceedings.

Cooley LLP will be paid at these hourly rates:

       Jay R. Indyke, partner         $990
       Cathy Hershcopf, partner       $895
       Richard A. Kanowitz, partner   $895
       Michael Klein, associate       $710
       Robert B. Winning, associate   $560
       Jeremy Rothstein, associate    $375
       Rebecca Goldstein, paralegal   $285

Cooley LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Cathy Hershcopf, partner of Cooley LLP, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Pursuant to the Appendix B Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed Under United
States Code by Attorneys in Larger Chapter 11 Cases (the "2013 UST
Guidelines"), Cooley LLP disclosed:

   -- Cooley LLP did not represent the Committee in the 12 months
      prepetition.  Cooley LLP has in the past represented,
      currently represents, and may represent in the future
      certain Committee members and their affiliates in their
      capacities as official committee members in other chapter 11

      cases; and

   -- the Committee has approved Cooley's prospective budget and
      staffing plan for the period from Dec. 12, 2014 through
      May 2, 2015.

The Court for the District of Delaware will hold a hearing on the
application on Feb. 11, 2015, at 2:00 p.m.  Objections, if any, are
due Jan. 27, 2015, at 4:00 p.m.

Cooley LLP can be reached at:

       Cathy Hershcopf, Esq.
       COOLEY LLP
       The Grace Building
       1114 Avenue of the Americas
       New York, NY 10036-7798
       Tel: +1 (212) 479-6138
       Fax: +1 (212) 479-6275
       E-mail: chershcopf@cooley.com

                         About Deb Stores

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

On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and
its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 11-11941) and closed the sale of 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.


DEB STORES: Creditors' Panel Hires Drinker Biddle as Co-counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Deb Stores Holding
LLC and its debtor-affiliates seeks authorization from the Hon.
Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware to retain Drinker Biddle & Reath LLP  as co-counsel, nunc
pro tunc to Dec. 12, 2014.

The Committee requires Drinker Biddle to:

   (a) attend the meetings of the Committee;

   (b) review financial and operational information furnished by
       the Debtors to the Committee;

   (c) investigate and determine the value of unencumbered assets;

   (d) analyze and negotiate the budget and the terms of the
       debtor-in-possession financing;

   (e) assist in the efforts to sell assets or equity of the
       Debtors in a manner that maximizes the value for creditors;

   (f) analyze the proposed chapter 11 plan ad negotiate a
       recovery for the holders of general unsecured claims;

   (g) review and investigate the liens of purported secured
       parties;

   (h) review and investigate prepetition transactions in which
       the Debtors and their insiders were involved;

   (i) in accordance with the Final DIP Order, investigate and
       pursue, on behalf of the Debtors' estates, the Debtors' (i)

       commercial tort claims and (ii) causes of action that may
       exist under chapter 5 of the Bankruptcy Code ("Avoidance
       Actions") against parties that are the direct or indirect
       beneficiaries of certain amended letters of credit that
       were issued on behalf of the Debtors on or about Oct. 7,
       2011;

   (j) in accordance with the Final DIP Order, advise and
       represent the Committee designee appointed to the panel
       overseeing the pursuit of Avoidance Actions;

   (k) confer with the Debtors' management, counsel and financial
       advisors;

   (l) review the Debtors' schedules, statements of financial
       affairs and business plan;

   (m) advise the Committee as to the ramifications regarding all
       of the Debtors' activities and motions before this Court;

   (n) file appropriate pleadings on behalf of the Committee;

   (o) review and analyze the Debtors' financial professionals'
       work product and report to the Committee on that analysis;

   (p) provide the Committee with legal advice in relation to the
       chapter 11 cases;

   (q) prepare various applications and memoranda of law submitted

       to the Court for consideration; and

   (r) perform such other legal services for the Committee as may
       be necessary or proper in these proceedings.

Drinker Biddle will be paid at these hourly rates:

       Robert K. Malone, partner        $750
       Frank F. Velocci, partner        $635
       Howard A. Cohen, partner         $585
       Marita S. Erbeck, associate      $540
       Brian P. Morgan, associate       $485
       Jennifer M. Roussil, associate   $430
       Andrew Groesch, paralegal        $340

Drinker Biddle will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Robert K. Malone, partner of Drinker Biddle, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Pursuant to the Appendix B Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed Under United
States Code by Attorneys in Larger Chapter 11 Cases (the "2013 UST
Guidelines"), Drinker Biddle disclosed that:

   -- Drinker Biddle has agreed to cap our firm's rates at $750
       per hour,

   -- Drinker Biddle did not represent the Committee in the 12
      months prepetition,

   -- Drinker Biddle may represent in the future certain Committee

      members and their affiliates in their capacities as official

      committee members in other chapter 11 cases, and

   -- the Committee has approved Drinker Biddle's prospective
      budget and staffing plan for the period from Dec. 12, 2014
      through May 31, 2015.

The Court for the District of Delaware will hold a hearing on the
application on Feb. 11, 2015, at 2:00 p.m.  Objections, if any, are
due Jan. 27, 2015, at 4:00 p.m.

Drinker Biddle can be reached at:

       Robert K. Malone, Esq.
       DRINKER BIDDLE & REATH LLP
       600 Campus Dr.
       Florham Park, NJ 07932-1047
       Tel: (973) 549-7080
       Fax: (973) 360-9831
       E-mail: Robert.Malone@dbr.com

                         About Deb Stores

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

On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc.
And its subsidiaries -- sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11941) and closed the sale of 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.


DEB STORES: Creditors' Panel Taps Zolfo Cooper as Consultants
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Deb Stores Holding
LLC and its debtor-affiliates seeks authorization from the Hon.
Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware to retain Zolfo Cooper, LLC as bankruptcy consultants and
financial advisors, nunc pro tunc to Dec. 12, 2015.

The Committee requires Zolfo Cooper to:

   (a) advise the Committee regarding the sale of the Debtors'
       business or assets, including communicating with potential
       bidders, evaluating bids and attending the sale auction and

       sale hearing;

   (b) monitor the Debtors' cash flow adn operating performance,
       including:

       - comparing actual financial and operating results to
         plans,

       - evaluating the adequacy of financial and operating
         controls,

       - tracking the status of the Debtors/Debtors professionals'

         progress relative to developing and implementing programs

         such as preparation of a business plan, identifying and
         disposing of non-productive assets, and other such
         activities,

       - preparing periodic presentations to the Committee
         summarizing findings and observations resulting from
         Zolfo Cooper's monitoring activities;

   (c) analyze and comment on operating and cash flow projections,

       business plans, operating results, financial statements,
       other documents and information provided by the
       Debtors/Debtors' professionals, and other information and
       data pursuant to the Committee's request;

   (d) advise the Committee concerning interfacing with the
       Debtors, other constituencies and their respective
       professionals;

   (e) prepare for an attend meetings of the Committee and
       subcommittees thereof;

   (f) analyze claims and perform investigations of potential
       preferential transfers, fraudulent conveyances, related-
       party transactions and such other transactions as may be
       requested by the Committee;

   (g) analyze and advise the Committee about the Debtors'
       proposed Plan of Reorganization, the underlying Business
       Plan, including the related assumptions and rationale, and
       the related Disclosure Statement; and

   (h) provide other services as requested by the Committee.

Zolfo Cooper will be paid at these hourly rates:

       Managing Directors    $795-$925
       Professional Staff    $265-$790
       Support Personnel     $60-$310

Zolfo Cooper will also be reimbursed for reasonable out-of-pocket
expenses incurred.

David MacGreevey, managing director of Zolfo Cooper, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Feb. 11, 2015, at 2:00 p.m.  Objections, if any, are
due Jan. 27, 2015, at 4:00 p.m.

Zolfo Cooper can be reached at:

       David MacGreevey
       Zolfo Cooper, LLC
       The Grace Building
       1114 Avenue of the Americas, 41st Floor
       New York, NY 10036-7798
       Tel: +1 (212) 561-4187
       Fax: +1 (212) 213 1749
       E-mail: dmacgreevey@zolfocooper.com

                         About Deb Stores

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

On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc.
And its subsidiaries -- sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11941) and closed the sale of 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.


DTE ENERGY: Fitch Affirms 'BB+' Rating on Jr. Subordinated Notes
----------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) of DTE Energy Co. DTE) at 'BBB', and those of its regulated
subsidiaries, DTE Electric Co. (DECo) and DTE Gas Co. (DTE Gas) at
'BBB+'.  The Rating Outlook for all entities is Stable.  More than
$8 billion of consolidated long-term debt is affected by thee
rating action.  DTE's 'F2' short-term rating is largely derived
from the stable cash flows from its higher rated utility
subsidiaries.

The Stable Outlook reflects the predictable earnings and cash flows
of DTE's two regulated utility companies.  DECo is the primary
driver of consolidated cash flows and comprised approximately 79%
of consolidated EBITDAR for the last 12 months (LTM) ending Sept.
30, 2014.

DTE's current ratings reflect the low risk of its regulated
operations, a large capex program focused on growing utility and
pipeline investments, a constructive regulatory environment, and an
improving economy.  Current ratings assume a reasonable outcome in
DECo's pending general rate case (GRC) and a timely return on
invested capital.  Credit concerns include a high level of
parent-only debt (approximately $1.8 billion), moderate regulatory
lag, and the future effects of more stringent environmental
regulations on DECo's predominantly coal-fired power generation
portfolio.  The ratings also consider the solid operating
performance of the company's regulated and non-regulated
operations, and the expectation that the company will continue to
effectively manage the risks associated with its growing pipeline
investments. Fitch's considers DTE's increasing investments in the
Gas Storage and Pipeline (GSP) business segment as favourable due
to long-term contractual arrangements, low regulatory risk and
higher returns on equity (ROE).

Key Rating Drivers

First GRC Filing in Over 4 Years: In December 2014, DECo filed its
2015 GRC with the Michigan Public Service Commission (MPSC)
requesting a $370 million rate increase predicated on a 10.75% ROE
and a 50% equity layer.  The filing is based on a forward-looking
test year and the rate increase primarily reflects $2.8 billion in
new net plant additions.  The new plant additions include the
planned purchase of the 732MW natural gas-fired Renaissance Power
Plant from LS Power Group for $240 million as well as the planned
purchase of a 300MW Michigan-based simple-cycle natural gas-fired
power plant.  DECo plans to self-implement rates on or after
July, 1, 2015, subject to refund, and a decision by the MPSC is
expected by December.

Fitch has conservatively modeled a 10% ROE for DECO which
approximates recent industry averages.  The expiration of
securitization charges, renewable surcharge reductions and a
continued low-commodity environment provides DECo sufficient
headroom to seek base rate increases without significant pressure
on retail rates.  In DECo's GRC filing, net rates for residential
customers are expected to increase modestly by 3% while rates for
commercial and large industrial customers are expected to decrease
by 7% and 18%, respectively.  For the LTM period ending Sept. 30,
2014, DECo's earned ROE was approximately 10.7%, slightly above its
current authorized ROE of 10.5%.

New Infrastructure Recovery Mechanism (IRM) Filing at DTE Gas: In
November, DTE Gas filed with the MPSC to double the pace of its
pipe replacement program to 160 miles a year, resulting in an
annual investment of $130 million per year beginning in January
2016, an annual increase of $50 million over current levels.  Fitch
expects a decision by the MPSC by the end of this year and DTE Gas
expects new rates effective July 2016.  Fitch views the adoption of
the IRM by the MPSC as part of DTE Gas' 2012 GRC settlement as
indicative of continued regulatory support.  In Fitch's view, the
IRM reduces future regulatory lag leading to timely rate base and
earnings growth and obviates the need for GRC filings through
2016.

Potential Elimination of Retail Open Access in MI: Recently, talks
about customer choice have centered on eliminating retail open
access and moving Michigan's electricity market to full regulation
after a previous bill introduced in the U.S. House to raise the
customer choice cap beyond 10% did not get any traction.  If retail
open access was eliminated it could result in customers coming back
to DECo amid tightening capacity markets in MISO, necessitating the
need for new generation investments such as the planned purchase of
the 732MW gas fired Renaissance Power Plant. Fitch views the
elimination of customer choice as positive for DECo.

New MI Energy Legislation Expected in 2015: In December 2014,
Michigan Governor Rick Snyder broadly outlined the state's future
energy policy goals by 2025 and indicated he would like to have new
energy legislation in place this year when current Renewable
Portfolio Standards and Energy Efficiency targets end.  The
governor emphasized the increased use of cleaner natural gas and
wind resources while reducing the state's reliance on less
efficient coal generation and indicated he would seek to increase
RPS and EE targets through 2025.  DTE recovers its renewable
investments under an annual renewable surcharge subject to MPSC
approval.  DTE expects natural gas-fired generation along with
renewables to approximate up to 50% of total generating capacity by
2030, a material improvement from 10% in 2013 and in line with the
governor's energy policy goals.  Fitch views DTE's investments in
renewable energy as favorable and, via the renewable energy
surcharge, provides earnings growth in between GRC proceedings.

Constructive Regulatory Environment: Fitch views the regulatory
environment in Michigan as constructive.  The current regulatory
framework allows for full pass-through of fuel and purchased power
costs, reasonable ROE, forward-looking test years and a timely
resolution of rate proceedings.  In addition, DECo and DTE Gas have
the ability to file rate cases with self-implementation if the ROE
dips below the authorized level (currently at 10.5%). Furthermore,
a revenue-decoupling mechanism and IRM at DTE Gas helps to reduce
exposure to regulatory lag.

Growth in Diversified Businesses; GSP Segment Growing: Fitch
expects a strong growth in DTE's non-utility businesses, which will
be driven by the GSP and Power and Industrial (P&I) business
segments.

DTE plans to spend $1.2 billion through 2017 on new pipeline and
gathering investments in the Marcellus and Utica Shale basins to
meet growing shipper demand, levels approximately 61% higher than
the preceding three-year period.  DTE is currently moving forward
with plans to build and increase capacity of its Nexus and Vector
pipelines to move Utica and Southwest Marcellus shale gas to
markets in the U.S. Midwest, including Chicago, Ohio and Michigan,
and Ontario, Canada.  DTE completed a FERC pre-filing for the Nexus
pipeline in the fourth quarter of 2014 (4Q'14) and has an
in-service target date during 4Q'17.  Agreements with several local
distribution companies (LDCs) and key shippers have been executed.
DTE is also making investments to expand capacity on its Bluestone
and Millennium pipelines in the Marcellus Shale basin. The
Bluestone expansion is expected to be completed by the 2Q'16. Fitch
view's DTE's increasing investments in the FERC-regulated GSP
segment as favorable due to higher ROE, lower regulatory risk, and
long-term contractual arrangements.

The P&I segment is supported by long-term power purchase agreement
contracts with limited commodity risk.  DTE's GSP and P&I segments
comprised 11% and 10% of consolidated net income for 2013,
respectively, and Fitch expects these business segments may
contribute up to 15% each of consolidated net income by 2019.

High Capex: Capital investments are expected to total approximately
$7.2 billion through 2017, levels approximately 20% higher than the
preceding three year period.  Of the total capex, DECo plans to
spend $4.7 billion, primarily on new generation, distribution
investments and environmental compliance.  DTE Gas plans to spend
$1 billion on distribution system enhancements including storage
and transportation projects.  Due to the large capex program, both
the regulated utilities will need equity support from the parent
through 2017 to help maintain their balanced capital structures.
In addition, growing natural gas pipeline investments will render
DTE to be FCF negative in the intermediate term, in Fitch's view.
DTE will need to fund the deficit by a roughly 50% mix of debt and
equity to maintain the present balanced capital structure.  Fitch
anticipates annual equity issuances at DTE totaling roughly $300
million per year through 2017 through its Dividend Reinvestment
Programs (DRIP) and employee pension programs and approximately
$300 million increase in parent only long-term debt per annum.

Modest Weakness in Credit Metrics: Fitch forecasts DTE's credit
metrics to remain commensurate with Fitch's 'BBB' IDR guidelines
for utility companies but anticipates the large capital spending
program to modestly pressure leverage metrics.  Fitch calculates
DTE's EBITDAR coverage ratio at 4.9x for the LTM period ending
Sept. 30, 2014 and leverage as measured by debt-to-EBITDAR at 3.9x.
Going forward, Fitch expects consolidated debt-to-EBITDAR to
increase to 4.2x through 2017 due to investments associated with
the large capex program and moderate regulatory lag.  Fitch also
expects funds from operations (FFO)/Debt metrics to average 23%
through 2017, in line with management's FFO/Debt target of 20% to
22%.

For the LTM ending Sept. 30, 2014, DECo's EBITDAR coverage was 6.7x
and leverage, as measured by debt-to-EBITDAR, was 3.2x.  Going
forward, Fitch expects EBITDAR coverage ratios to remain above 6x
and anticipates debt-to-EBITDAR to increase modestly to 3.4x
through 2017 due to increased capital investments.

For the LTM ending Sept. 30, 2014, DTE Gas' EBITDAR coverage ratio
was 7x and debt-to-EBITDAR was 3x.  Going forward, Fitch expects
EBITDAR coverage measures to remain above 5x and anticipates
debt-to-EBITDAR to weaken to approximate 4x through 2017 due to the
large capex program.

Sufficient Liquidity and Manageable Maturities: DTE has
approximately $1.2 billion of total liquidity available under its
respective credit agreements as of Sept. 30 2014, including $60
million of cash and cash equivalents.  DTE's consolidated $1.8
billion five-year unsecured revolving credit facilities mature in
2018 and are composed of $1.2 billion at DTE, $300 million at DECo,
and $300 million at DTE Gas.  The facilities have a maximum
debt-to-capitalization covenant of 65% and, as of Sept. 30, 2014,
DTE was in compliance with consolidated debt-to-capitalization of
50.2% under its credit agreement.  Debt maturities over the next
four years are manageable and are as follows (excluding
securitization maturities): $150 million in 2015, $451 million in
2016, no maturities in 2017, and $400 million in 2018.  Maturing
debt will be funded through a combination of internal cashflows and
external debt refinancings.

RATING SENSITIVITIES

DTE Energy, Inc.

Future developments that either individually or combined could lead
to positive rating actions include:

   -- Sustained debt-to-EBITDAR in the 3.50x-3.75x range.

Future developments that either individually or combined could lead
to negative rating actions include:

   -- Sustained debt-to-EBITDAR above 4.25x.  Fitch expects
      consolidated credit metrics to be pressured through 2017 as
      a result of high capex at the utilities.  Persistently weak
      consolidated leverage metrics beyond Fitch's current
      forecast period could lead to negative rating action for
      DTE.

DTE Electric Co.

Future developments that either individually or combined could lead
to positive rating actions include:

   -- The elimination of DECO's retail open-access program;
   -- Sustained Debt-to-EBITDAR at 3.5x or below.

Future developments that either individually or combined could lead
to negative rating actions include:

   -- An unexpected outcome in DECO's pending GRC that limits the
      utility's ability to recover cost of capital investments in
      a timely manner;
   -- An adverse change in Michigan's regulatory climate;
   -- Sustained debt-to-EBITDAR metrics in the 3.75x-4.00x range.

DTE Gas Co.

Future developments that either individually or combined could lead
to positive rating actions include:

   -- A constructive outcome in DTE Gas' pending IRM filing;
   -- Sustained debt-to-EBITDAR metrics at 3.5x or below.

Future developments that either individually or combined could lead
to positive rating actions include:

  -- An unexpected adverse change in the regulatory environment
     that limits the utility's ability to recover cost of capital
     investments in a timely manner;
  -- Sustained debt-to-EBITDAR metrics in the 3.75x-4.00x range.

Fitch has affirmed these ratings with a Stable Outlook:

DTE
   -- Long-term IDR at 'BBB';
   -- Senior unsecured notes at 'BBB';
   -- Junior subordinated notes at 'BB+';
   -- Short-term IDR at 'F2';
   -- Commercial paper at 'F2'.

DTE Gas Co.
   -- Long-term IDR at 'BBB+';
   -- Senior secured at 'A';
   -- Short-term IDR at 'F2';
   -- Commercial paper at 'F2'.

DECO
   -- Long-term IDR at 'BBB+';
   -- Senior secured at 'A' ';
   -- Short-term IDR at 'F2';
   -- Commercial paper at 'F2'



DUBLIN SQUARE: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dublin Square Authentic Irish Pub & Grill, LLC
        554 Fourth Avenue
        San Diego, CA 92101

Case No.: 15-00361

Chapter 11 Petition Date: January 25, 2015

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

Debtor's Counsel: John L. Smaha, Esq.
                  SMAHA LAW GROUP, APC
                  2398 San Diego Avenue
                  San Diego, CA 92110
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  Email: jsmaha@smaha.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Samme G. Ladckie, manager.

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/casb15-00361.pdf


DYNAVOX INC: Joint Plan of Liquidation Declared Effective
---------------------------------------------------------
Dyna Vox Liquidating Estates notified the Bankruptcy Court that the
effective date of its First Amended Joint Plan of Liquidation
occurred on Jan. 16, 2015.

The Debtors related that all conditions precedent to occurrence of
the Effective Date of the Plan have been satisfied or waived.

In this relation, these deadlines were set:

   1. Feb. 15, 2015, for administrative claims arising between Aug.
1, 2014, and the Effective Date; and

   2. March 17, 2015, for final fee application for professional
fee claim;

Judge Peter J. Walsh, on Dec. 22, 2014, entered an order confirming
the First Amended Joint Plan Of Liquidation of Dynavox Inc., and
its debtor affiliates.  The confirmation order also constitutes a
final decree closing the cases of DynaVox Systems Holdings LLC
(Case No. 14-10790) and DynaVox Intermediate LLC (Case No.
14-10785) as of Dec. 22.

Pursuant to the Plan, no distributions will be made to Vestar
Capital Partners, Park Avenue Equity Partners, L.P., or the other
parties to the Tax Receivable Agreement dated April 21, 2010,
between Dynavox Inc., Systems Holdings, and members holding
membership interests in Systems Holdings, and all of the Debtors'
obligations, if any, under the TRA will be extinguished on the
Effective Date.

To resolve the Texas Comptroller's objection, the Confirmation
Order provides that the Debtors and the Liquidating Estates will
timely file any tax returns with, and will pay all taxes due, to
the State of Texas, and will continue to timely file those returns
and pay all those taxes due to the State of Texas until no longer
required to do so pursuant to Texas law.  The failure to make a
payment when due under the Plan will constitute an event of
default.

As previously reported by The Troubled Company Reporter, the
Debtors filed with the Bankruptcy Court a liquidating plan
following the sale of substantially all of their assets to Tobii
Technology AB for $18 million.  All classes of claims under the
Plan are unimpaired and holders of the claims are deemed to accept
the treatment of their claims.  A full-text copy of the First
Amended Disclosure Statement dated Nov. 17, 2014, is available at:

           http://bankrupt.com/misc/DYNAVOXds1117.pdf

                         About Dynavox Inc.

DynaVox Intermediate LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 14-10785) on April 6, 2014.  Two of its
affiliates, DynaVox Inc. and DynaVox Systems Holdings LLC, also
filed for bankruptcy (Case Nos. 14-10791 and 14-10790) the
following day.  The Debtors estimated assets and debts of at least
$10 million.  Cousins, Chipman & Brown, LLP, serves as the
Debtors' counsel.  Judge Peter J. Walsh presides over the case.

DynaVox Inc. (OTC: DVOX) is a holding company with its headquarters
in Pittsburgh, Pennsylvania, whose primary operating
entities are DynaVox Systems LLC and Mayer-Johnson LLC.  DynaVox
provides speech generating devices and symbol-adapted special
education software to assist individuals in overcoming their
speech, language and learning challenges.

The Court approved the sale of DynaVox's business for $18 million
to Tobii Technology AB from Danderyd, Sweden.  The price fully pays
$14.5 million in secured debt owing to JEC-BR Partners LLC, a
venture between FEC-BR Partners LLC and JEC Capital Partners LLC.

In an order dated Jan. 7, 2015, Judge Brendan L. Shannon
transferred the Chapter 11 cases to the Hon. Laurie Selber
Silverstein for all proceedings and dispositions.


ESP RESOURCES: Incurs $734,000 Net Loss in Third Quarter
--------------------------------------------------------
ESP Resources, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $734,000 on $3.03 million of net sales for the three months
ended Sept. 30, 2014, compared to a net loss of $1.32 million on
$2.38 million of net sales for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $2.15 million on $8.81 million of net sales compared to
a net loss of $4.66 million on $7.90 million of net sales for the
same period a year ago.

As of Sept. 30, 2014, the Company had $5.04 million in total
assets, $9.89 million in total liabilities and a $4.84 million
total stockholders' deficit.

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

                        http://is.gd/AVfMCw

                       About ESP Resources

The Woodlands, Texas-based ESP Resources, Inc., through its
subsidiaries, manufactures, blends, distributes and markets
specialty chemicals and analytical services to the oil and gas
industry and also provides services for the upstream, midstream
and downstream sectors of the energy industry, including new
construction, major modifications to operational support for
onshore and offshore production, gathering, refining facilities
and pipelines designed to optimize performance and increase
operators' return on investment.

ESP Resources reported a net loss of $5.23 million on $10.6
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $5.08 million on $17.0 million of net sales in
2012.

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 has incurred net losses through Dec. 31, 2013, and has
a working capital deficit as of Dec. 31, 2013.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.


ETRADE FINANCIAL: Moody's Puts 'Ba3' CFR on Review for Upgrade
--------------------------------------------------------------
Moody's Investors Service has placed the ratings of E*TRADE
Financial Corporation (ETFC) (Ba3 senior) on review for upgrade. At
the same time, Moody's affirmed the ratings of E*TRADE Bank (Ba1
deposits) and changed the bank's rating outlook to stable from
positive. The rating actions follow ETFC's announcement that it has
received regulatory approval to operate E*TRADE Bank at a Tier 1
leverage ratio of 9.0% and to realign its organizational structure
by moving its two broker-dealer subsidiaries (E*TRADE Securities
and E*TRADE Clearing) out from under E*TRADE Bank, which will allow
the broker-dealer subsidiaries to pay a dividend to the parent
company of approximately $430 million in the first quarter of
2015.

Moody's has taken the following rating actions:

E*TRADE Financial Corporation (ETFC)

  Issuer rating, Ba3 on review for upgrade

  Senior unsecured rating, Ba3 on review for upgrade

  Senior unsecured shelf rating, (P)Ba3 on review for upgrade

  Subordinated shelf rating, (P)B1 on review for upgrade

  Preferred shelf rating, (P)B2 on review for upgrade

  Preferred shelf noncumulative rating, (P)B3 on review for
  upgrade

E*TRADE Bank

  Long-term bank deposit rating, affirmed at Ba1

  Short-term bank deposit rating, affirmed at non-prime

  Long-term bank other senior obligations (OSO) rating, affirmed
  at Ba2

  Short-term bank other senior obligations (OSO) rating, affirmed
  at non-prime

  Bank financial strength rating, affirmed at D+

  Issuer rating, affirmed at Ba2

  Outlook, changed to Stable from Positive

RATINGS RATIONALE

Moody's said the transfer of the two broker-dealers is credit
positive for holding company creditors of ETFC, since the
broker-dealers' ownership by an intermediate holding company
directly under ETFC will simplify and enhance the distribution of
capital generated by those entities up to ETFC. Presently, the two
broker-dealers are subsidiaries of E*TRADE Bank, and ETFC must
obtain approval from its bank regulators in order to extract
dividends from E*TRADE Bank in order to service its holding company
debt. Under the revised corporate structure, ETFC plans to
distribute approximately $430 million in excess capital from the
two broker-dealers up to ETFC in the first quarter of 2015. ETFC
also anticipates introducing quarterly distributions from the
broker-dealers thereafter, as well as dividends from E*TRADE Bank
equivalent to its net income from the previous quarter, subject to
regulatory approval.

Moody's said that in reviewing ETFC for upgrade, it will evaluate
the potential magnitude and utilization of increased distributions
up to ETFC, including the potential for ETFC to significantly
reduce its corporate debt. During its review, Moody's will also
assess the liquidity of the broker dealers, the prospects for
further improvements in ETFC's financial performance and the
maturation of its enterprise risk management framework.

Moody's said that it considers the transfer of the two
broker-dealers (which will reduce the bank's tier 1 leverage ratio
close to the new 9.0% minimum stipulated by its regulators, from
10.6% at December 2014) to be credit negative for E*TRADE Bank
since it will not retain direct ownership of their earnings
capacity. As a result, the rating agency changed the ratings
outlook for the bank to stable from positive. Moody's affirmed the
bank's ratings despite this credit-negative event because of the
underlying improvements in the bank's financial strength in recent
years, and Moody's expectation that regulators will continue to
closely monitor its capital adequacy, profitability and liquidity,
and will intervene to enhance the level of support provided to it
by ETFC if necessary.

The methodologies used in these ratings were Global Banks published
in July 2014, and Global Securities Industry Methodology published
in May 2013.



EXIDE TECHNOLOGIES: Watchdog Says Plan Unfair to Jr. Bondholders
----------------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, complained that
Exide Technologies has not cured any of the deficiencies of its
reorganization plan and disclosure statement and while failing to
cure those deficiencies, the plan support agreement makes clear
that "retail" holders of the Debtor's senior notes -- those who are
neither accredited investors or qualified institutional buyers --
will be frozen out of (a) the distribution of New Exide Common
Stock to be issued on the effective date of the plan, and (b) the
Rights Offering for sale of (i) New First Lien High Yield Notes and
(ii) New Second Lien Covertible Notes.

Instead of receiving New Exide Common Stock and being permitted to
participate in the Rights Offering, Retail Note holders will
receive only the still-undetermined (or stillundisclosed) Senior
Notes Alternative Distribution Property, which is of unknown and
perhaps dubious value, the U.S. Trustee further complains.  This
disparate treatment within a class of creditors renders the Plan
unconfirmable, the U.S. Trustee asserts.

                    About Exide Technologies

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

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.

Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones
LLP represented the Debtors in their successful restructuring.

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

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

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

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

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

                            *     *     *

In November 2014, the Bankruptcy Court terminated Exide's exclusive
period to propose a Chapter 11 plan.  The Court ordered that any
party-in-interest, including the Official Committee of Unsecured
creditors may file and solicit acceptance of a Chapter 11 Plan.

Exide already has a plan of reorganization in place. Under that
Plan, (a) Reorganized Exide's debt at emergence will comprise: (i)
an estimated $225 million Exit ABL Revolver Facility; (ii) $264.1
million of New First Lien High Yield Notes; (iii) $283.8 million of
New Second Lien Convertible Notes.  The Debtor's non-debtor
European subsidiaries are also expected to have approximately $23
million; (b) The New Second Lien Convertible Notes will be
convertible into 80% of the New Exide Common Stock on a fully
diluted basis; and (c) New Exide Common Stock would be allocated as
follows: 15.0% to Holders of Senior Secured Note Claims after
conversion of the New Second Lien Convertible Notes into New Exide
Common Stock; 3.0% on account of the DIP/Second Lien Conversion
Funding Fee; and 2.0% on account of the DIP/Second Lien Backstop
Commitment Fee.

Exide has entered into an amended and restated plan support
agreement with holders of a majority of the principal amount of its
senior secured notes.

A full-text copy of the Disclosure Statement dated Nov. 17, 2014,
is available at http://bankrupt.com/misc/EXIDEds1117.pdf      

In December 2014, Judge Kevin Carey denied the request of Exide
shareholders for appointment of an official equity holders'
committee.  The shareholders have objected to the Plan.


FANNIE MAE & FREDDIE MAC: Government Balks at Alvarez & Marsal
--------------------------------------------------------------
Charles J. Cooper, Esq., at Cooper & Kirk, PLLC, on behalf of
Fairholme Funds, Inc., et al., delivered a Notice to the Honorable
Margaret M. Sweeney this week to advise her that Fairhome has
engaged Alvarez & Marsal as a financial advisor and wants these six
A&M professionals:

    -- Robert Corso,
    -- Mark McMahon,
    -- Maria Nizza,
    -- Nikhil Rupani,
    -- Christo Tzankov, and
    -- John Campbell,

to have access to confidential discovery materials in Fairholme v.
U.S. (Ct. Fed. Cl. Case No. 13-465C).  The Government, Mr. Cooper
relates, has balked at these six Alvarez & Marsal professionals
having access to confidential discovery materials.  The details
about the Government's objections are unknown at this time.  

Alvarez & Marsal is, of course, one of the world's leading
financial advisory firms in corporate restructuring and forensic
accounting matters.  The competence and independence of its
professionals is unquestioned -- except by the Government in this
discrete matter.  For more than a decade, editors for Turnarounds &
Workouts, published by Beard Group, Inc., has recognized A&M as a
premiere financial advisory firm.  

Professionals who follow Fairhome and others' litigation against
Fannie Mae, Freddie Mac, the FHFA and Treasury will recall that A&M
prepared a Liquidation Analysis for GSO Capital Partners, LP, in
Mar. 2014 -- a copy is posted at http://is.gd/Iw6mWq-- opining
based on Fannie and Freddie's public filings that the GSEs are
solvent can can return value to shareholders in the event of a
liquidation.  If that's the basis of the Government's objection, it
appears specious.  

In an earlier dispute about who shouldn't be granted access to
confidential discovery materials, the Government supplied Judge
Sweeney with (x) an Affidavit by Melvin Melvin L. Watt, the current
Director of the Federal Housing Finance Agency, saying that
disclosure of secret documents would set off a chain of volatile
and unpredictable reactions . . . that could not be contained and
(y) an affidavit by Dr. Michael Stegman, Counselor to the Secretary
for Housing Finance Policy, saying that disclosure could set off a
chain of volatile and unpredictable reactions in the markets.
Hopefully, in response to the Government's objection A&M
professionals obtaining access to confidential discovery materials,
Fairholme will proffer affidavits or other evidence countering
those statements.  If Fairhome doesn't, Judge Sweeney has made it
pretty clear that she accepts those uncontroverted statements as
true at this juncture, and, unwilling to destabilize markets, she
will again conclude that A&M's professionals shouldn't be granted
access to the secret documents.  

Judge Sweeney has scheduled a Status Conference for 10:00 a.m. on
Wed., Jan. 28 in Washington, D.C., and it appears that A&M's
professional's access to confidential discovery materials is the
substance of the Wednesday morning Status Conference.


FL 6801: Completes Sale of Assets to Z Capital Partners
-------------------------------------------------------
FL 6801 Spirits, LLC announced that the company and Z Capital
Partners, the private-equity fund manager that acquired most of its
assets, closed on the sale on Jan. 14, 2015.

Z Capital bought the company's assets, including the Canyon Ranch
Hotel & Spa in Miami Beach, for $21.6 million.  It emerged as the
winning bidder at an auction held in August last year, beating out
rival bidders North Beach Development, LLC and 360 Vox LLC.

360 Vox LLC, owner of Enchantment Resort in Sedona, Arizona, was
the stalking horse bidder, offering $12 million for the assets.

Z Capital had said in December that the hotel, now known as
Carillon Hotel & Spa will be the first project of its new venture
to create "a premier, luxury flag with exclusive locations around
the world."

                     About FL 6801 Spirits

FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach.  The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.

FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury
full-service, ocean front condominium hotel located at the site of
the old Carillon Hotel in Miami Beach, Florida.  The current
operator of the hotel, Canyon Ranch Living, is not a debtor, and
operations at the property are expected to continue without
interruption.

FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).

FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in U.S.
history.  Lehman's Chapter 11 plan became effective on March 6,
2012.


FOREST CITY: Moody's Affirms 'B2' Sr. Unsecured Debt Rating
-----------------------------------------------------------
Moody's Investors Service revised Forest City Enterprises. Inc's
rating outlook to positive from stable and affirmed its outstanding
B2 senior unsecured debt rating following improvement in coverage
ratio and a favorable trend in its leverage metrics. In the same
rating action, Moody's assigned shelf ratings to Forest City's new
debt securities registration.

The following rating was affirmed with a positive outlook:

Forest City Enterprises, Inc. senior unsecured rating at B2

The following ratings were assigned with a positive outlook:

Senior unsecured shelf at (P) B2

Senior subordinate shelf at (P) B3

Junior Subordinate shelf at (P) B3

Preferred stock shelf at (P) Caa1

Preferred Stock Non-cumulative shelf at (P) Caa1

Ratings Rationale

The positive rating outlook reflects improving trends in key credit
metrics including fixed charge coverage, secured leverage and net
debt/EBITDA. The company has announced its intention to convert to
a REIT, expected by January 1st 2016. The transition plan includes
additional non-core asset sales and proceeds will likely be used to
pay down some of the outstanding debt. These measures, if
successfully executed, would meaningfully improve Forest City's
leverage and credit profile.

The two most significant credit developments for Forest City in
recent quarters have been its portfolio repositioning, changing the
mix of assets, and the joint venture arrangements for some large
ongoing projects. In 2014, Forest City's joint venture activity
increased meaningfully, mainly due to transactions with Greenland
USA and Arizona State Retirement System. The former will invest in
the Pacific Park project (previously known as Atlantic Yards) and
the latter will participate in multi-family projects. These
initiatives reduce the firm's current and future exposure to large
new development projects, but development as a proportion of gross
assets is still high.

Forest City's core asset portfolio mainly consists of high quality
assets in high barrier to entry urban locations. Operational
performance for the stabilized assets in the portfolio remains
strong with high occupancy levels and steady rent growth. In the
first nine months of 2014, office assets accounted for 34% of NOI,
followed by retail and multifamily at about 27% each. Moody's
expect the multi-family income contribution to increase as many of
the projects under construction/in development are residential
assets. Forest City's portfolio mix, in terms of geography, has
changed over the last few quarters. New York assets accounted for
almost 35% of net operating income (NOI) in the first nine months
of 2014, relative to 30% in the 12 month period ended January 2013.
In the same timeframe, the proportion of NOI from non-core markets
declined to 13%from 17%.

Forest City's outstanding debt, on a pro-rata basis, has declined
to $6.7 billion at 3Q2014 from $8.3 billion at YE2012. Net
Debt/EBITDA has improved to 11.4 x from 13.1x in the same period
but is still meaningfully high than the 8.0-10.0x range expected
for B-rated companies. The company's proposed deleveraging and
lease up of new projects will have a favorable impact on its
leverage ratio over the next few quarters. Fixed charge coverage,
which improved to1.6x from 1.4x in the same period would also
benefit from lower debt levels and the refinancing of upcoming
maturities at lower rates.

An upgrade of Forest City's ratings will be predicated upon i) net
debt/EBITDA at or below 10.0x, ii) fixed charge coverage remaining
above 1.6x on a consistent basis and iii) a continued reduction in
development exposure. Moody's notes that Forest City's revolving
line of credit matures in February 2016, not including the one year
extension option. The company's ability to manage its liquidity
sources will also be a key credit consideration.

The rating outlook would be changed to stable from positive if
there is a deterioration in the fixed charge coverage metric. A
downgrade could also result from net debt/EBITDA remaining above
11.0x. A material rise in the development pipeline or any
liquidity/leasing challenges would also put pressure on the
ratings.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.

Forest City Enterprises, Inc. [NYSE: FCE] is a national real estate
company principally engaged in the ownership, development,
management and acquisition of commercial and residential real
estate and land throughout the United States. At September 30, 2014
Forest City's assets totaled $9.8 billion and its equity was $1.7
billion, on a pro-rata basis.



FOUNDATION HEALTHCARE: Revises 3 Million Units Prospectus
---------------------------------------------------------
Foundation Healthcare, Inc., amended its preliminary prospectus on
Form S-1 relating to the offering of 3,000,000 units at a price per
Unit of $ [   ], with each Unit consisting of one share of the
Company's common stock and one warrant to purchase 0.5 of one share
of the Company's common stock at an exercise price of $[  ]        
per Warrant Share.  

Eighty-five percent of the Shares included in the Units and of the
Warrant Shares acquirable upon exercise of the Warrants will be
newly issued shares of the Company's common stock offered by the
Company and 15% will be existing shares of its common stock offered
by selling stockholders.  

The Company will not receive any of the proceeds from the sale of
the Shares or Warrant Shares acquirable upon exercise of the
Warrants being sold by the selling stockholders.  The Warrants will
expire on [   ], 2018.  The Shares and the Warrants are immediately
separable and will be issued separately.  No fractional Warrants
will be issued.

The Company's common stock is quoted on the OTCQB marketplace under
the symbol "FDNHD" until Jan. 29, 2015, as the result of the
Company's Reverse Split.  Beginning on Jan. 30, 2015, the Company's
common stock will resume trading on the OTCQB marketplace under the
symbol "FDNH."  On Jan. 8, 2015, the Company effected a 1-for-10
reverse stock split of its outstanding common stock.  The last
reported sale price of the Company's common stock on the OTCQB on
Jan. 21, 2015, was $3.65 per share.  There is no established public
trading market for the Warrants, and the Company does not expect a
market to develop.  In addition, the Company does not intend to
apply for listing of the Warrants on any national securities
exchange or other nationally recognized trading system.

                     About Foundation Healthcare

Oklahoma-based Foundation Healthcare is a healthcare services
company primarily focused on owning controlling interests in
surgical hospitals and the inclusion of ancillary service lines.
The Company currently owns controlling and noncontrolling
interests in surgical hospitals located in Texas.  The Company
also owns noncontrolling interests in ambulatory surgery centers
("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey,
Maryland and Ohio.

Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals.  The Company provides management services to a majority
of its Affiliates under the terms of various management
agreements.  Prior to Dec. 2, 2013, the Company's name was
Graymark Healthcare, Inc.

Foundation Healthcare reported a net loss attributable to
Foundation Healthcare common stock of $20.4 million on $93.1
million of revenues for the year ended Dec. 31, 2013, as compared
with net income attributable to Foundation Healthcare common stock
of $2.45 million on $53 million of revenues in 2012.

Hein & Associates LLP, in Denver, Colorado, 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 insufficient working capital as of Dec. 31,
2013, to fund anticipated working capital needs over the next
twelve months.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


G&Y REALTY: Assignee Seeks Dismissal of Involuntary Case
--------------------------------------------------------
Steven P. Mitnick, assignee for the benefit of creditors of G & Y
Realty, LLC, requests entry of an order:

   a) dismissing, with prejudice, the involuntary petition without
the imposition of damages, counsel fees, sanctions or costs against
any party, including petitioning creditors; and

   b) authorizing the continuation of the assignment proceedings
before the Superior Court of New Jersey.

The parties in the Debtor's case had negotiated a settlement of the
motion to dismiss the involuntary bankruptcy cases that was entered
by the Court on April 30, 2014.

Pursuant to the provisions of the dismissal stipulation, relief
from the automatic stay was granted to allow the assignee to
conclude the sale of the leasehold interests and personalty at the
18 locations.  Six of the locations were sold to Sabir.  The
dismissal stipulation also provided that on the approval by the
Superior Court of the assignee's sale of the Sabir lease locations
to Sabir, the involuntary petition will be dismissed.

                      About G & Y Realty

An involuntary Chapter 11 petition was filed against G & Y Realty,
LLC (Bankr. D.N.J. Case No. 14-16010) on March 28, 2014.  The
case is before Judge Rosemary Gambardella.

The Petitioning Creditors are Sabir, Inc. (allegedly owed
$4.13 million), S. N. Walz, LLC (owed $5,476) and Samia Ventor LLC
(owed $16,900).



GENERAL MOTORS: M.D. Pa. Judge Stays Proceedings in "Bloom" Suit
----------------------------------------------------------------
Pennsylvania District Judge A. Richard Caputo granted the request
of General Motors LLC to stay proceedings in the case, KAREN BLOOM,
Plaintiff, v. GENERAL MOTORS LLC, Defendant, CIVIL ACTION NO.
3:CV-14-1903 (M.D. Pa., Sept. 5, 2014).

General Motors LLC or New GM acquired various assets of General
Motors Corporation in a bankruptcy-approved sale process pursuant
to 11 U.S.C. Section 363.

Bloom filed the Complaint against New GM in the Court of Common
Pleas of Luzerne County, Pennsylvania alleging violations of the
Pennsylvania Lemon Law, the Magnuson-Moss Warranty Act, the
Pennsylvania Uniform Commercial Code, and the Pennsylvania Unfair
Trade Practices and Consumer Protection Act.

New GM removed the action to the District Court for the Middle
District of Pennsylvania.  It also gave notice to the Judicial
Panel on Multidistrict Litigation -- which established MDL 2543, In
re: General Motors LLC Ignition Switch Litigation pending before
the U.S. District Court for the Southern District of New York as
the MDL court -- that the Bloom case is a tag-along action. The
JPML subsequently issued an Order conditionally transferring the
case to the MDL, and Bloom filed an opposition to the Conditional
Transfer Order.

Bloom filed a Motion to Remand her action to the Court of Common
Pleas of Luzerne County.  She filed a "No-Stay Pleading" with the
Bankruptcy Court in Old GM's case.  The Bankruptcy Court addressed
Bloom's "No-Stay Pleading" in November 2014, holding that "Ms.
Bloom's action remains stayed."  However, the Bankruptcy Court
deferred final determination on Bloom's pleading.

New GM filed the motion to stay in October 2014, arguing that
staying the action will promote judicial economy, that the balance
of harms weighs in favor of a stay, and that the stay requested
will be of a short duration and last no longer than is needed for
the JPML to finalize its transfer determination.  Bloom opposed.

"Because the stay sought by New GM will be relatively short, will
not prejudice the non-moving party, and will promote judicial
economy, the motion to stay will be granted," Judge Caputo said.

A copy of the Court's Jan. 12, 2015 Memorandum is available at
http://is.gd/o4hmICfrom Leagle.com.

Karen Bloom, Plaintiff, is represented by:

     David J Gorberg, Esq.
     DAVID J. GORBERG & ASSOC.
     700 Times Bldg, Suburban Square
     Ardmore, PA 19003

          - and -

     David J. Cohen, Esq.
     KOLMAN ELY PC
     1515 Market Street, Suite 1200
     Philadelphia, PA 19102
     Tel: 267-337-7338

General Motors LLC, Defendant, represented by:

     Francis J. Grey, Esq.
     RICCI TYRRELL JOHNSON & GREY
     1515 Market Street, Suite 700
     Philadelphia, PA 19102
     Tel: 215-320-2079
     Fax: 215-320-3261
     E-mail: fgrey@rtjglaw.com

                       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.


GLC LIMITED: Dist. Court to Hear Clawback Suit v. Barry Switzer
---------------------------------------------------------------
District Judge Timothy S. Black for the Southern District of Ohio
granted the request of Barry Switzer Family, LLC and Barry Switzer
to withdraw the reference of the lawsuit commenced by debtor GLC
Limited.

GLC Limited seeks to avoid $100,000 in payments to the Defendants
as allegedly fraudulent transfers pursuant to 11 U.S.C. Sec.
548(a)(1).  The Defendants asserted an affirmative defense under
Sec. 548(c) and demanded a jury trial, but did not file a claim
against the bankruptcy estate.

Judge Black set the case for a status conference by telephone on
Feb. 4, 2015, at 11:00 a.m.

The case is, GLC LIMITED, Plaintiff, v. BARRY SWITZER FAMILY, LLC,
et al., Defendants, CASE NO. 1:15-CV-26 (S.D. Ohio).  A copy of the
District court's January 21, 2015 Order is available at
http://is.gd/qIr3Mjfrom Leagle.com.

GLC Limited represented by:

     James C Frooman, Esq.
     FROST BROWN TODD LLC
     3300 Great American Tower
     301 East Fourth Street
     Cincinnati, OH 45202
     Tel: 513-651-6707
     Fax: 513-651-6981
     E-mail: jfrooman@fbtlaw.com

Barry Switzer Family, LLC and Barry Switzer are represented by:

     Andrew Michael Simon, Esq.
     Stephen D Lerner, Esq.
     SQUIRE PATTON BOGGS (US) LLP
     221 E. Fourth St., Suite 2900
     Cincinnati, OH 45202
     Tel: 513 361 1220
     Fax: 212 407 0135
     E-mail: stephen.lerner@squirepb.com

                         About GLC Limited

Proctorville, Ohio-based GLC Limited is a retail liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  It
distributes its goods through a network of wholesale distributors,
retail chains and discount and surplus centers.  It owns four
warehouses for its goods which are located in Proctorville and
Columbus, Ohio and Huntington, West Virginia.

GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio
Case No. 11-11090) on Feb. 28, 2011.  James R. Burritt, chief
restructuring officer, signed the Chapter 11 petition.  The Debtor
disclosed $18,231,434 in assets and $28,095,356 in liabilities as
of the Chapter 11 filing.

Ronald E. Gold, Esq., and Joseph B. Wells, Esq., at Frost Brown
Todd LLC, serve as the Debtor's bankruptcy counsel.  James R.
Burritt is the Chief Restructuring Officer and Leon C. Ebbert, PC,
CPA, has been tapped as accountants.  The Official Committee of
Unsecured Creditors in GLC Limited's Chapter 11 bankruptcy case
has tapped Morris, Manning & Martin, LLP, as counsel.

On Oct. 29, 2011, the Bankruptcy Court entered an order confirming
GLC Limited's First Amended Chapter 11 Plan of Liquidation.


GLOBAL CLEAN: Reports $795K Net Loss in June 30 Quarter
-------------------------------------------------------
Global Clean Energy Holdings, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $795,000 on $168,000 of total
revenue for the quarter ended June 30, 2014, compared with a net
loss of $1.1 million on $48,800 of total revenue for the same
period in 2013.

The Company's balance sheet at June 30, 2014, showed $20.2 million
in total assets, $17.65 million in total liabilities, and a
stockholders' deficit of $4.5 million.

The Company incurred losses from operations applicable to its
common shareholders of $676,000 and $976,000 for the six months
ended June 30, 2014, and 2013, respectively, and has an accumulated
deficit applicable to its common shareholders of
$29.0 million at June 30, 2014.  The Company also used cash in
operating activities of $525,000 and $1.08 million during the years
ended June 30, 2014 and 2013, respectively.  At June 30, 2014, the
Company has negative working capital of $6.40 million.

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

                        http://is.gd/kEFRw8

Torrance, Calif.-based Global Clean Energy Holdings, Inc., is a
multi-national, energy agri-business focused on the development of
non-food based bio-feedstocks.



GRIDWAY ENERGY: Authorized to Sell Ziphany's Assets to JKMV AGQ
---------------------------------------------------------------
The U.S. Bankruptcy Court approved the asset purchase agreement
dated Dec. 18, 2014, between debtor Ziphany L.L.C. and JKMV AGQ
LLC, buyer.

The Court also overruled the objections to the motion.

The Debtors related that at the conclusion of the auction held Dec.
18, 2014, JKMV ACQ LLC was selected as the prevailing bidder.  The
buyer offered to purchase substantially all of the assets of
Ziphany for $265,000.  Demand Response Partners, Inc. was selected
as the second highest bidder for its offer to purchase the assets
for $260,000.

A copy of the APA is available for free at:

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

Pursuant to the initial sale motion, the Debtors proposed to sell
substantially all of their assets to prepetition secured lender,
Vantage Commodities Financial Services I, LLC, as the stalking
horse bidder, pursuant to a credit bid up to the amount of the DIP
Financing, or to such other purchaser who submits a higher and
better offer.  Vantage extended a financing in the aggregate
principal amount of up to $122 million.

                       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.


HALCON RESOURCES: Moody's Lowers Corporate Family Rating to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded Halcon Resources Corporation's
Corporate Family Rating (CFR) to Caa1 from B3 and the Probability
of Default Rating to Caa1-PD from B3-PD. Moody's downgraded the
senior unsecured note rating to Caa2 from Caa1. Moody's also
downgraded the Speculative Grade Liquidity rating to SGL-4 from
SGL-3 reflecting the company's significant reliance on external
sources to fund capital spending, and the risk of reduced revolver
availability over the next 12-18 months as Halcon's existing hedges
roll-off. The ratings outlook is stable.

Ratings downgraded:

Corporate Family Rating, Downgraded to Caa1 from B3

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

Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3

$400 million 9.750% sr unsecured notes due 2020, to Caa2 (LGD4)
from Caa1 (LGD4)

$750 million 9.750% sr unsecured notes due 2020, to Caa2 (LGD4)
from Caa1 (LGD4)

$1,350 million 8.875% sr unsecured notes due 2021, to Caa2 (LGD4)

from Caa1 (LGD4)

$400 million 9.250% sr unsecured notes due 2022, to Caa2 (LGD4)
from Caa1 (LGD4)

Outlook Action:

Outlook, Remains Stable

Ratings Rationale

The downgrade reflects growing risk for Halcon's business profile
because of high financial leverage and limited liquidity as its
existing hedges roll-off and stop contributing to its borrowing
base over the next 12-18 months. Moody's expects debt to average
daily production to be over $90,000 per barrel of oil equivalent
(boe) and debt to proved developed (PD) reserves to be over $50 per
boe over the next 12-18 months. The downgrade also considers the
elevated risk that Halcon will not have the ability to grow out of
its weak leverage metrics, as capital expenditures are cut.

Halcon's SGL-4 Speculative Grade Liquidity Rating reflects its weak
liquidity profile over the next 12-18 months. At September 30,
2014, Halcon had approximately $95 million in cash and $704 million
available under its $1,050 million borrowing base revolving credit
facility. The credit facility matures in February 2017. However, as
Halcon has continued to outspend cash flow, albeit at a reduced
pace as crude oil prices have fallen, and as bank price decks begin
to reflect a lower crude oil price and lower hedged production,
Halcon's liquidity likely will shrink over the next 12-18 months.
As EBITDA contracts, Moody's expect Halcon to have difficulty in
complying with its financial covenants.

Halcon's notes are rated Caa2, which is one notch below the Caa1
CFR. This notching reflects the priority claim given to the senior
secured credit facility.

The rating outlook is stable. A downgrade is possible if liquidity
falls below $200 million, or if debt to average daily production is
sustained over $100,000 per boe. An upgrade may not be considered
until debt to average daily production is sustained below $65,000
per boe and debt to proved developed reserves falls below $45 per
Boe.

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

Halcon Resources Corporation is an independent exploration &
production company based in Houston, Texas.



HEI INC: Asserts Bid to Employ All Three Professionals Necessary
----------------------------------------------------------------
HEI, Inc., filed with the Bankruptcy Court a memorandum in support
of its applications to employ these professionals:

   1) Alliance Management as a business and financial consultant;

   2) Fredrikson & Byron, P.A., as Chapter 11 counsel; and

   3) Winthrop & Weinstine, P.A. as special counsel.

The U.S. Trustee has filed recommendations against the employment
of all three sets of professionals.

The Debtor said that the Court should approve all three
applications as the employment of these professionals are critical
to the Debtor as it navigates the Chapter 11 process, and all of
the proposed employment terms are reasonable.

                          About HEI, Inc.

HEI, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Minn.
Case No. 15-40009) in Minneapolis, Minnesota, on Jan. 4, 2015.  The
case is assigned to Judge Kathleen H. Sanberg.

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

The deadline for governmental entities to file claims is July 6,
2015.

The Debtor has tapped James L. Baillie, Esq., James C. Brand, Esq.,
and Sarah M Olson, Esq., at Fredrikson & Byron P.A., as counsel;
Alliance Management as business and financial consultant; and
Winthrop & Weinstine, P.A., as special counsel.


HEI INC: Court Okays Feb. 5 Auction of Assets
---------------------------------------------
The Bankruptcy Court authorized HEI, Inc., to conduct an auction
where HT Electronics, LLC, will serve as stalking horse bidder with
a $2.81 million offer.

The auction for the Debtor's assets will be held on Feb. 5, 2015,
at 10:00 a.m., at the offices of Fredrikson & Byron, P.A., Suite
4000, 200 South Sixth Street, Minneapolis, Minnesota.  Qualified
bids are due Feb. 3.

The Court will consider the sale of the assets to HT Electronics or
the  winning bidder at a hearing on Feb. 6, at 9:30 a.m.

As reported in the TCR on Jan. 15, 2015, the Debtor has entered
into an asset purchase agreement with HT Electronics, LLC, for the
purchase of the Victoria Division assets, the Tempe Division
assets, and all inventory for a combined purchase price of
$2.81 million.  The sale to HT does not include the Debtor's real
estate located in Victoria, Minnesota, the Boulder Division
machinery and equipment, or the Debtor's accounts receivable.

The Debtor told the Court that although HT Electronics has offered
to purchase the Victoria, Minnesota real estate and the accounts
receivable, the Debtor has determined that it can obtain a greater
value by selling and collecting such assets itself.  The Boulder
machine and equipment has been excluded from the transaction as the
Debtor is working to complete a separate transaction with a
subsidiary of a Tier 1 Medical Company that is a customer.

                             Objection

M & N Investments, LLC, reserved its rights to the sale motion.

M & N is the landlord of certain premises leased by the Debtor and
located at 2155-2157 E. Fifth Street, Tempe, Arizona pursuant to a
lease agreement made and entered into as Dec. 6, 2011.

M & N said that it is unclear whether the Debtor intends to assume
and assign the Tempe Lease Agreement as part of the proposed sale
transaction.  The Debtor is currently in default under the Tempe
Lease Agreement for failing to pay the January 2015 rent in the sum
of $6,000.

M & N asserted that the Debtor must cure the existing delinquency
under the Tempe Lease Agreement and provide adequate assurance of
future performance before the lease agreement may be assumed and
assigned.

                          About HEI, Inc.

Headquartered in Victoria, Minnesota, HEI, Inc., develops and
manufactures microelectronics, substrates, electromechanical
hardware and embedded software for the medical, telecommunications,
military, aerospace and industrial markets.  It has operations in
Arizona, Colorado and Minnesota.

HEI, Inc., sought Chapter 11 protection (Bankr. D. Minn. Case No.
15-40009) in Minneapolis, Minnesota, on Jan. 4, 2015.  The case is
assigned to Judge Kathleen H. Sanberg.

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

The deadline for governmental entities to file claims is July 6,
2015.

The Debtor tapped James L. Baillie, Esq., James C. Brand, Esq., and
Sarah M Olson, Esq., at Fredrikson & Byron P.A., as counsel;
Alliance Management as business and financial consultant; and
Winthrop & Weinstine, P.A., as special counsel.

The U.S. Trustee appointed three members to the Official Committee
of Unsecured Creditors.


HEI INC: Hearing on Cash Collateral Use Continued Until Feb. 25
---------------------------------------------------------------
The U.S. Bankruptcy Court continued until Feb. 25, 2015, at 10:30
a.m., the hearing to consider HEI, Inc.'s motion for authorization
to use the cash collateral of Wells Fargo Bank, National
Association.  Objections, if any, are due Feb. 20.

The Debtor has obtained an interim order authorizing it to use
Wells Fargo's cash collateral until the end of the week beginning
Feb. 23, in accordance with the budget.

A copy of the budget is available for free at:

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

Parties-in-interest had objected to the Debtor's motion for a final
order authorizing the use of cash collateral.

Wells Fargo Bank, acting through its Wells Fargo Business Credit
operating division, objected to the motion and demanded adequate
protection of its interest in the Debtor's assets.

Wells Fargo primarily objected to the Debtor's revised weekly
cashflow forecast.  It points out the Debtor has not provided Wells
Fargo with sufficient time to review the revised budget to
determine whether it takes into account the significant
developments in the case since the Petition Date.

The Official Committee of Unsecured Creditors stated that it has
not adequately analyze whether the proposed order or specific
terms of the proposed order are objectionable.  The Committee
reserves the right to object to the budget, proposed order, or
specific terms of the cash collateral order and to supplement the
objection.

As of Jan. 1, 2015, the outstanding amount of the Debtor's
obligations to Wells Fargo totaled $2.99 million, plus accrued and
unpaid interest, fees, expenses, and other costs.

As reported in the Troubled Company Reporter on Jan. 15, 2015, as
adequate protection, the Debtor proposes to grant Wells Fargo a
replacement lien; make periodic payments of interest and, when
realized, sale proceeds; maintain the equity cushion; maintain all
insurance; utilize one or more bank accounts maintained at the
Prepetition Lender's institution; and operate and sell assets so as
to realize the highest possible value of the assets.

                          About HEI, Inc.

Headquartered in Victoria, Minnesota, HEI, Inc., develops and
manufactures microelectronics, substrates, electromechanical
hardware and embedded software for the medical, telecommunications,
military, aerospace and industrial markets.  It has operations in
Arizona, Colorado and Minnesota.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Minn.
Case No. 15-40009) in Minneapolis, Minnesota, on Jan. 4, 2015.  The
case is assigned to Judge Kathleen H. Sanberg.

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

The deadline for governmental entities to file claims is July 6,
2015.

The Debtor has tapped James L. Baillie, Esq., James C. Brand, Esq.,
and Sarah M Olson, Esq., at Fredrikson & Byron P.A., as counsel;
Alliance Management as business and financial consultant; and
Winthrop & Weinstine, P.A., as special counsel.

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.



HLSS SERVICER: BlueMountain Capital Delivers Notice of Default
--------------------------------------------------------------
BlueMountain Capital Management, LLC, the investment manager of
funds that hold certain Series 2012-T2 and Series 2013-T3 Notes
issued in connection with the HLSS Servicer Advance Receivables
Trust (the "HSART Trust"), on Jan. 23 announced that it has sent
the letter to the trustee of the HSART Trust.  The letter is a
notice of default on certain notes.

A copy of the letter is available for free at http://is.gd/cpqWWB


HOLY HILL: Court Denies Bid to Employ Jaenam Coe as Counsel
-----------------------------------------------------------
The Bankruptcy Court denied Holy Hill Community Church's
application to employ the Law Offices of Jaenam Coe PC as general
bankruptcy counsel.

As reported in the TCR on Jan. 15, 2015, Peter C. Anderson, the
U.S. Trustee, asked the Hon. Julia Brand to deny the Debtor's
motion stating that the Debtor's management is fractionalized, any
proposed representation of the Debtor by Jaenam Coe presents an
unavoidable conflict.  The firm cannot be loyal to the interests of
the "the Debtor" as a whole when it only purports to represent one
faction of "the Debtor," the U.S. Trustee said.

Parker Mills, LLP and the Law Offices of Carl Sohn, secured
creditors of the Debtor and W. Dan Lee and Richard T. Baum,
attorneys for the Debtor, also filed objections to the proposed
employment of Jaenam Coe.  They claimed that the Debtor is not
entitled to employ counsel pursuant to 11 U.S.C. Sec. 327.  This
Debtor is no longer a debtor-in-possession, they argued, despite
the claim in the application that it remains a
debtor-in-possession.  As a result of the Chapter 11 trustee's
appointment, the Debtor has no right to employ counsel pursuant to
Sec. 327(a) and 1107(a), and the counsel has no right to payment
pursuant to Sec. 330.

W. Dan Lee and Richard T. Baum stated that since the Debtor is not
in possession of its estate, the Debtor is no longer a real party
in interest which can seek the employment of counsel for the
estate.  They added that the Debtor has not substituted Lee and
Baum out as its attorneys, and the parties seeking to do so are not
authorized to act on behalf of the Debtor.

The Debtor has tapped Jaenam Coe to provide these services:

  A. advise the Debtor concerning its rights and duties under
     Section 1107 of the Bankruptcy Code;

  B. represent the Debtor in any proceeding or hearing in
     bankruptcy court; and

  C. assist the Debtor in negotiation and confirmation of a plan
     of reorganization.

The firm's standard rates for its services are:

              Billing Category        Hourly Rate
              ----------------        -----------
              Partners                $400
              Paralegals              $200

Mr. Jaenam Coe ($400 per hour) is expected to have primary
responsibility for providing services to the Debtor.

The firm has not received from the Debtor a retainer to be applied
to its representation of the Debtor.

Jaenam Coe, a partner at Jaenam Coe PC, attested that the firm does
not hold or represent any interest adverse to the Debtor, the
bankruptcy estates, any insiders, any creditors or any other
party.

                          About Holy Hill

Holly Hill Community Church, aka Holy Hill Community Church, a
protestant church in Los Angeles, filed for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014.  In its
Petition, Holly Hill, a California non-profit corporation
incorporated for the purposes of conducting religious activities
as a protestant Christian church, disclosed $35,390,787 in total
assets and $16,727,290 in total liabilities.

John Jenchun Suh, the pastor and CEO of the church, signed the
bankruptcy petition.  W. Dan Lee of the Lee Law Offices, in Los
Angeles, is representing the Debtor as counsel.  Judge Julia W.
Brand presides over the case.

Richard J. Laski has been appointed to serve as Chapter 11 trustee
in the Debtor's case.  The Trustee has tapped Arent Fox LLP to
serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC,
as accountant.


IBAHN CORP: Feb. 3 Hearing on Bid to Dismiss Chapter 11 Cases
-------------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on Feb. 3, 2015,
at 10:00 a.m., to consider iBahn Corporation, et al.'s motion to
dismiss their Chapter 11 cases, and provide relief in connection
with the foregoing for Epiq Bankruptcy Solutions, LLC, the Debtors'
claims agent.  Objections, if any, are due Jan. 27.

The Debtors, in their motion stated that on March 21 they closed on
the Court approved sale of substantially all of their assets to
Guest-Tek Interactive Entertainment, Ltd.  After the sale, the
Debtors no longer had any material assets and have conducted
virtually no business operations since the closing of the sale
other than winding down the business.

                           About iBahn Corp.

Salt Lake City, Utah-based IBahn Corp., a provider of Internet
services to hotels, sought bankruptcy protection (Bankr. D. Del.
Case No. 13-12285), citing a loss of contracts with largest
customer Marriott International Inc. and patent litigation costs.
IBahn Chief Financial Officer Ryan Jonson said the company had
assets of $13.6 million and it listed liabilities of as much as
$50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Laura Davis Jones, Esq., Davis M. Bertenthal, Esq., James E.
O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang,
Ziehl Young & Jones, LLP, serve as the Debtors' counsel.  The
Debtors' claims and noticing agent is Epiq Bankruptcy Solutions.
Epiq also serves as administrative agent.  Houlihan Lokey Capital,
Inc., serves as financial advisor and investment banker.



JAMES RIVER COAL: Sale of Mining Assets to Revelation Has Closed
----------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Virginia (Richmond Division) has approved the sale of the assets of
James River Coal Company and certain of its subsidiaries pursuant
to an Asset Purchase Agreement, dated Dec. 22, 2014, with the
buyer, Revelation Energy, LLC.

James River, pursuant to bankruptcy court-approved bidding
procedures, selected Revelation Energy as a "stalking horse bidder"
for the purchase of the Sellers' mining complexes commonly referred
to as the Bell Complex and the Bledsoe Complex and certain of the
assets of Laurel Mountain Resources LLC for an aggregate cash price
of $2,000,000 in cash plus the assumption of certain liabilities
and the retention by the Sellers of certain specified equipment and
$3,000,000 of collateral, in each case.

The Bankruptcy Court in Richmond entered an order in the Company's
chapter 11 case approving the Asset Purchase Agreement on December
29, 2014.  The sale closed on Dec. 31, 2014, and the Company has no
remaining mining operations.

A copy of the Court's Order approving the Sale is available at
http://is.gd/53HKn5

A copy of the Asset Purchase Agreement is available at
http://is.gd/crcbdz

Revelation Energy, LLC, is represented in the deal by:

     M. Edward Cunningham, II, Esq.
     HUDDLESTON BOLEN LLP
     611 Third Avenue
     Huntington, WV 25701
     Facsimile: 304-522-4312
     E-mail: ecunningham@huddlestonbolen.com

James River Coal is represented by:

     Brian M. Resnick, Esq.
     Michael Davis, Esq.
     DAVIS POLK & WARDWELL LLP
     450 Lexington Avenue
     New York, NY 10017
     Facsimile: (212) 701-5800
     E-mail: brian.resnick@davispolk.com
             michael.davis@davispolk.com

Davis Polk also serves as the Debtors' lead bankruptcy counsel.
Their local bankruptcy counsel are:

     Tyler P. Brown, Esq.
     Henry P. (Toby) Long, III, Esq.
     Justin F. Paget, Esq.
     HUNTON & WILLIAMS LLP
     Riverfront Plaza, East Tower
     951 East Byrd Street
     Richmond, VA 23219
     Telephone: (804) 788-8200
     Facsimile: (804) 788-8218

                        About James River

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

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

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

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

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

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


LANDS' END: Fourth Quarter Results No Impact on Moody's B1 Rating
-----------------------------------------------------------------
Moody's Investors Service said that Lands' End, Inc.'s (B1/Stable)
January 22, 2015 announcement of weaker-than-expected preliminary
fourth quarter results are a credit negative, but have no ratings
impact at this time.

Headquartered in Dodgeville, Wisconsin, Lands' End Inc. is a
multi-channel retailer of casual clothing, footwear and accessories
for men, women and children with products sold through catalogs,
online through websites in the US and overseas as well as through
236 Lands' End Shops at Sears and standalone Lands' End Inlet
Stores. Fiscal 2014 revenues re expected to exceed $1.5 billion.

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



LDK SOLAR: Filed Amendments to Form T-3s
----------------------------------------
LDK Solar Co., Ltd. on Jan. 21 filed with the U.S. Securities and
Exchange Commission Amendment No. 1 to Form T-3s, initially filed
with the Commission on Jan. 15, 2015, to supplement the disclosure
made under Item 3 in the Original Applications. Item 3 in the
Original Applications is to be deleted in its entirety and replaced
with new information.  Copies of Amendment No. 1 are available at
http://is.gd/LmcUQGand http://is.gd/SEiLAp

On Jan. 22, the Company filed with the Commission Amendment No. 2
to Form T-3s, solely for the purpose of adding the delaying
amendment language to the cover page of the Application for
Qualification of Indenture on Form T-3.  Copies of Amendment No. 2
are available at http://is.gd/5tMKNwand http://is.gd/8FWU4y

As reported by the Troubled Company Reporter, LDK Solar filed with
Commission Form T-3 documents related to the planned issuance of
5.535% Convertible Senior Notes due 2016, in the aggregate
principal amount of $358,743,400 plus amounts paid-in-kind as
permitted by the indenture; and 5.535% Convertible Senior Notes due
2018 in the aggregate principal amount of $264 million plus amounts
paid-in-kind as permitted by an indenture.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in
Hi-Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar in February 2014 filed in the Cayman Islands for the
appointment of provisional liquidators, four days before it was due
to make a $197 million bond repayment.  Its Joint Provisional
Liquidators are Tammy Fu and Eleanor Fisher, both of Zolfo Cooper
(Cayman) Limited.

In September 2014, LDK Solar, LDK Silicon and LDK Silicon Holding
Co., Limited each applied to file an originating summons to
commence their restructuring proceedings in the High Court of Hong
Kong.

On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar
Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.
filed voluntary petitions to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware. The lead case is In re LDK
Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384).
On Oct. 21, 2014, LDK Solar filed a petition in the same U.S.
Bankruptcy Court for recognition of the provisional liquidation
proceeding in the Grand Court of the Cayman Islands. The Chapter
15 case is In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No.
14-12387).

The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq., at
Sidley Austin LLP, in Chicago, Illinois. The U.S. Debtors' Delaware
counsel is Robert S. Brady, Esq., Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & 73 Taylor,
LLP, in Wilmington, Delaware.  The U.S. Debtors' financial advisor
is Jefferies LLC.  The Debtors' voting and noticing agent is Epiq
Bankruptcy Solutions, LLC.

The U.S. Debtors commenced the Chapter 11 Cases in order to
implement the prepackaged plan of reorganization, with respect to
which the U.S. Debtors launched a solicitation of votes on Sept.
17, 2014 from the holders of LDK Solar's 10% Senior Notes due 2014,
as guarantors of the Senior Notes, and required such holders of the
Senior Notes to return their ballots by Oct. 15, 2014.  Holders of
the Senior Notes voted overwhelmingly in favor of accepting the
Prepackaged Plan.

              Schemes of Arrangement Become Effective

LDK Solar and its Joint Provisional Liquidators, Tammy Fu and
Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, said on Dec.
10, 2014, that the Cayman Islands schemes of arrangement in respect
of LDK Solar and LDK Silicon & Chemical Technology Co., Ltd. and
the Hong Kong schemes of arrangement in respect of LDK Solar, LDK
Silicon and LDK Silicon Holding Co., Limited became effective as of
that day.  The Cayman Islands schemes of arrangement were
previously sanctioned by the Grand Court of the Cayman Islands, and
the Hong Kong schemes of arrangement were previously sanctioned by
the High Court of Hong Kong.

The U.S.-based companies also officially emerged from Chapter 11
protection on Dec. 11.

On Dec. 18, 2014, LDK stated that, pursuant to the terms of the
Cayman Islands schemes of arrangement in respect of LDK Solar and
LDK Silicon & Chemical Technology Co., Ltd. and the Hong Kong
schemes of arrangement in respect of LDK Solar, LDK Silicon and LDK
Silicon Holding Co., Limited, the closing date for the
restructuring transactions in respect of LDK Solar's senior
noteholders and preferred shareholders, as contemplated in the
Schemes, occurred on Dec. 17, 2014.


LDK SOLAR: Unveils Results of EGM Held in Hong Kong
---------------------------------------------------
LDK Solar CO., Ltd., in provisional liquidation, announced on
January 22, 2015, the results of its Extraordinary General Meeting
held on the same day in Hong Kong.

"At the EGM, the shareholders in attendance approved all of the
resolutions proposed in our EGM notice, including: the adoption of
the 2013 annual report; the confirmation and re-election of
directors, Maurice Wai-fung Ngai (independent director), Ceng Wang
(independent director) and Shi Chen (non-executive director). The
total number of members of our board of directors remains at seven.
KPMG was re-appointed as our outside auditors for fiscal year 2014.
The EGM also approved an amendment to our memorandum of association
to increase our authorized share capital to US$500,000,000," the
Company said.

"On the record date set for our EGM, we had an aggregate of
235,523,289 shares issued and outstanding. An aggregate of
114,678,386 shares were represented in person or by proxy
throughout the duration of the EGM, including shares underlying our
American depositary shares. The adoption of our 2013 annual report
was approved by 114,327,671 shares; the confirmation and
re-election of Maurice Wai-fung Ngai as an independent director by
114,089,920 shares; the confirmation and re-election of Ceng Wang
as an independent director by 114,098,141 shares; the confirmation
and re-election of Shi Chen as a non-executive director by
114,071,452 shares; and the re-appointment of KPMG by 114,372,647
shares. The amendment to our existing memorandum of association was
approved by 114,151,178 shares in a special resolution."

              Schemes of Arrangement Become Effective

LDK Solar and its Joint Provisional Liquidators, Tammy Fu and
Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, said on
Dec. 10, 2014, that the Cayman Islands schemes of arrangement in
respect of LDK Solar and LDK Silicon & Chemical Technology Co.,
Ltd. and the Hong Kong schemes of arrangement in respect of LDK
Solar, LDK Silicon and LDK Silicon Holding Co., Limited became
effective as of that day.  The Cayman Islands schemes of
arrangement were previously sanctioned by the Grand Court of the
Cayman Islands, and the Hong Kong schemes of arrangement were
previously sanctioned by the High Court of Hong Kong.

LDK Solar and the JPLs also confirmed that pursuant to an order of
the Cayman Court dated Dec. 10, 2014, the powers of the JPLs were
suspended (except for certain residual powers required to finalize
the provisional liquidation) and the powers of the directors of
LDK Solar were restored. With effect from December 10, the
directors may exercise all their powers as such, subject to the
powers granted to the scheme supervisors in respect of the
Schemes.

Pursuant to the terms of the Schemes, the consummation of the
restructuring transactions as contemplated in the Schemes was to
occur on Dec. 17, 2014.

On Dec. 18, 2014, LDK stated that, pursuant to the terms of the
Cayman Islands schemes of arrangement in respect of LDK Solar and
LDK Silicon & Chemical Technology Co., Ltd. and the Hong Kong
schemes of arrangement in respect of LDK Solar, LDK Silicon and
LDK Silicon Holding Co., Limited, the closing date for the
restructuring transactions in respect of LDK Solar's senior
noteholders and preferred shareholders, as contemplated in the
Schemes, occurred on Dec. 17, 2014.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in  
Hi-Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power projects
and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar in February 2014 filed in the Cayman Islands for the
appointment of provisional liquidators, four days before it was
due to make a $197 million bond repayment.  Its Joint Provisional
Liquidators are Tammy Fu and Eleanor Fisher, both of Zolfo Cooper
(Cayman) Limited.

In September 2014, LDK Solar, LDK Silicon and LDK Silicon Holding
Co., Limited each applied to file an originating summons to
commence their restructuring proceedings in the High Court of Hong
Kong.

On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar
Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.
filed voluntary petitions to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware. The lead case is In re LDK
Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384). On Oct.
21, 2014, LDK Solar filed a petition in the same U.S. Bankruptcy
Court for recognition of the provisional liquidation proceeding in
the Grand Court of the Cayman Islands. The Chapter 15 case is In
re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14-12387).

The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq.,
at Sidley Austin LLP, in Chicago, Illinois. The U.S. Debtors'
Delaware counsel is Robert S. Brady, Esq., Maris J. Kandestin,
Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & 73
Taylor, LLP, in Wilmington, Delaware.  The U.S. Debtors' financial
advisor is Jefferies LLC.  The Debtors' voting and noticing agent
is Epiq Bankruptcy Solutions, LLC.

The U.S. Debtors commenced the Chapter 11 Cases in order to
implement the prepackaged plan of reorganization, with respect to
which the U.S. Debtors launched a solicitation of votes on Sept.
17, 2014 from the holders of LDK Solar's 10% Senior Notes due
2014, as guarantors of the Senior Notes, and required such holders
of the Senior Notes to return their ballots by Oct. 15, 2014.
Holders of the Senior Notes voted overwhelmingly in favor of
accepting the Prepackaged Plan.




LEHMAN BROTHERS: Former Trader Continues Fight for Bonus
--------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported that
Jonathan Hoffman, a former Lehman Brothers trader, is still
fighting for bonus money he says is owed him from 2008.

According to the report, in a filing with U.S. Bankruptcy Court in
Manhattan, Mr. Hoffman, a global rates trader, denies an assertion
by the trustee unwinding Lehman's brokerage that he was "fully
paid" $84.8 million in bonus money he was owed.

Mr. Hoffman, who at the time of Lehman's collapse was the bank's
third-highest paid rank-and-file employee, also denies Lehman's
assertion that he is asking to be paid twice for the bonus and says
his bonus package with Lehman was separate from the one he
negotiated with Barclays PLC after Barclays bought the brokerage,
the report related.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was     

the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

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

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

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

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

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

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

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

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


LIFE PARTNERS: Receives NASDAQ Delisting Notice after Ch.11 Filing
------------------------------------------------------------------
Life Partners Holdings, Inc. on Jan. 26 disclosed that on January
20, 2014, the Company received a letter from the staff of NASDAQ
advising that, because the Company filed for protection under
Chapter 11 of the U.S. Bankruptcy Code, the Company's securities
will be delisted from the NASDAQ Stock Market pursuant to the
discretionary authority of NASDAQ under Listing Rules 5101 and
5110(b) and IM-5101-1.  The letter further provided that the
Company may request a hearing to appeal the Staff's determination
and that such hearing request will stay the suspension of Company's
securities pending a decision on the appeal.  In addition,
quotation information for the Company's common stock will include
an indicator of the Company's non-compliance, and the Company will
continue to be included in a list of non-compliant companies on the
NASDAQ website.

Unless the Company requests an appeal of this determination,
trading of the Company's common stock will be suspended at the
opening of business on January 29, 2015.  The Company intends to
request a hearing to appeal the delisting determination and address
the concerns of NASDAQ arising out of the Company's filing for
Chapter 11 protection.  No assurance can be given that the appeal
will be successful.  If the appeal is not successful, the Company's
securities may be immediately eligible to be quoted on the OTC
Bulletin Board (the "OTCBB") or the Pink Sheets if a market maker
makes application to register in and quote such securities in
accordance with SEC Rule 15c2-11 (a "Form 211") and the application
is cleared.  Only a market maker, not the Company, may file a Form
211.

Life Partners Holdings, Inc. is the parent company of the world's
oldest company engaged in the secondary market for life insurance,
commonly called "life settlements."  Since its incorporation in
1991, Life Partners, Inc. has completed over 162,000 transactions
for its worldwide client base of over 30,000 high net worth
individuals and institutions in connection with the purchase of
over 6,500 policies totaling over $3.2 billion in face value.

Headquartered in Waco, Texas, Life Partners Holdings,Inc. --
http://www.lphi.com/-- is a financial services company.  The
Company is engaged in the secondary market for life insurance known
as life settlements.  It provide purchasing services for life
settlements to client base.  It categorizes purchasers of life
settlements as either institutional or retail.  Life settlement
transactions involve the sale of an existing life insurance policy
or interest in the policy to another party.  It made significant
investments in proprietary software and processes that enable to
facilitate a higher volume of transactions while maintaining
quality controls. The Company rely upon brokers to refer potential
sellers of policies and upon financial professionals.  It
facilitates transactions by identifying, examining, and purchasing
the policies as agent for the purchasers.


MINERAL PARK: Plan Filing Date Extended to April 22
---------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware signed an order ruling that no party other than Mineral
Park, Inc., et al., or the Official Committee of Unsecured
Creditors may file any plan of reorganization during the period
from Jan. 23, 2015, through and including April 22, 2015.  The
Debtors or the Committee may solicit votes to accept a proposed
plan from Jan. 23 through and including June 21.

Prior to the entry of the order, the Committee asked the Court to
terminate any periods of exclusivity the day immediately following
the Court's approval of any sale of substantially all of the
Debtors' assets, saying that cause does not exist to extend the
exclusivity periods.  The Committee argued that, among other
things, the requested extensions will prejudice the rights of
creditors, the Debtors are not paying all debts as they come due,
and the Debtors cannot demonstrate reasonable prospects for filing
a viable plan.

To resolve the Committee's objection, the Debtors and the panel
reached an agreement under which the exclusivity periods are
terminated for the Committee only as of Jan. 23, 2015.

                    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.


MISSION NEWENERGY: Had A$1.2 Million in Cash at Dec. 31, 2014
-------------------------------------------------------------
Mission New Energy Limited filed with the U.S. Securities and
Exchange Commission its quarterly report for the period ended Dec.
31, 2014.

The Company disclosed receipts from customers of A$3.17 millionfor
the period.

At the beginning of the quarter, the Company had A$809,000 in cash.
The Company reported net increase in cash of A$206,000.  As a
result, the Company had A$1.18 million in cash at Dec. 31, 2014.

A copy of the Quarterly Report is available for free at:

                        http://is.gd/ZBn5TY

                      About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Mission NewEnergy reported a net loss of $1.09 million on $9.68
million of total revenue for the year ended June 30, 2014,
compared to net income of $10.05 million on $8.41 million of total
revenue during the prior year.

The Company's balance sheet at June 30, 2014, showed $4.04 million
in total assets, $15.40 million in total liabilities and a $11.35
million total deficiency.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MONROE HOSPITAL: Says Assignment of Doctors' Pacts Permitted
------------------------------------------------------------
Monroe Hospital, LLC, responded to the objections filed by Drs.
William Rusche, William J. Schmalz, and Matthew J. Parmenter; and
Theresa Woodard to the assumption and assignment of their contracts
to Prime Healthcare Services Monroe, LLC

In their objections, the Doctors said their employment agreements
with the Debtor cannot be assumed and assigned to Prime Healthcare.
They added that even if their employment agreements can be assumed
and assigned to Prime, the objecting parties are owed significant
amounts of cash as "cure payments" on account of paid-time-off and
vacation time.
In response, the Debtor explained that, among other things:

   I. Section 365 of the Bankruptcy Code and applicable State Law
permit the Debtor's assumption and assignment of the employment
agreements to Prime.

  II. The Debtor does not owe the objecting party any cure
amounts.

III. The Debtor is entitled to attorneys' fees and costs.

Ms. Woodard, Drs. Parmenter, Dr. Schmalz and Dr. Rusche are
represented by:

         C. Daniel Motsinger, Esq.
         Kay Dee Baird, Esq.
         KRIEG DeVAULT LLP
         One Indiana Square, Suite 2800
         Indianapolis, IN 462042079
         Tel: (317) 636-4341
         Fax: (317) 636-1507
         E-mail: cmotsinger@kdlegal.com
                 kbaird@kdlegal.com

                      About Monroe Hospital

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

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

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

The Court scheduled a Feb. 11 hearing on the confirmation of the
Debtor's plan of liquidation.  Under the plan, the secured portion
of the claim of hospital lessor MPT Bloomington LLC and affiliated
lender MPT Development Services Inc., which are collectively owed
about $121.8 million, would be paid by the buyer as part of the
purchase price.  Recovery on general unsecured claims is
"unknown."



MOSS FAMILY: Can Use Fannie Mae Cash Collateral Until Dec. 31
-------------------------------------------------------------
The Hon. Harry Dees Jr. of the U.S. Bankruptcy Court for the
Northern District of Indiana signed off on an order allowing Moss
Family Limited Partnership and Beachwalk, L.P. to use the cash
collateral of Federal National Mortgage Association/Bank of America
until December 31, 2015, at 11:59 p.m.

A further hearing on the use of cash collateral will take place on
Dec. 15, 2015, at 1:30 p.m., at Room 201, Robert K. Rodibaugh
United States Bankruptcy Courthouse, 401 S. Michigan Street in
South Bend, Indiana.

Fannie Mae is represented by:

     Jennifer Renee Watkins, Esq.
     MERCER BELANGER
     One Indiana Square, Suite 1500
     Indianapolis, IN 46204
     Tel: 317-636-3551

                       About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  Moss Family disclosed $6,609,576 in assets
and $6,299,851 in liabilities as of the Chapter 11 filing.

The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013,
provides that unsecured claims will be fully paid and satisfied by
use of the proceeds from the sale of LaPorte Judgment Lien
Property.


MOSS FAMILY: Can Use Fifth Third's Cash Collateral Until Feb. 20
----------------------------------------------------------------
The Hon. Harry Dees Jr. of the U.S. Bankruptcy Court for the
Northern District of Indiana signed off on an order allowing Moss
Family Limited Partnership and Beachwalk, L.P. to use the cash
collateral of Fifth Third Bank until Feb. 20, 2015, at 11:59 p.m.

A further hearing on the use of cash collateral will take place
Feb. 19, 2015, at 3:00 p.m.

Court documents indicate that the extension of the Debtor's
authority to use cash collateral pursuant to an interim court order
is with the understanding that the lender has not yet approved both
the proposed 2014 and 2015 budgets the Debtor proposed.  The
lender, however, has agreed to allow the Debtor to operate under
the 2013, 2014 and 2015 budgets while they discuss their issues.

Fifth Third Bank is represented by:

     Mark J. Adey, Esq.
     BARNES & THORNBURG LLP
     700 1st Source Bank Center
     100 North Michigan
     South Bend, IN 46601
     Tel: 574-233-1171
     E-mail: mark.adey@btlaw.com

                       About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  Moss Family disclosed $6,609,576 in assets
and $6,299,851 in liabilities as of the Chapter 11 filing.

The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013,
provides that unsecured claims will be fully paid and satisfied by
use of the proceeds from the sale of LaPorte Judgment Lien
Property.


MOSS FAMILY: Can Use Horizon Bank's Cash Collateral Until June 30
-----------------------------------------------------------------
The Hon. Harry Dees Jr. of the U.S. Bankruptcy Court for the
Northern District of Indiana signed off on an order allowing Moss
Family Limited Partnership and Beachwalk, L.P. to use the cash
collateral of Horizon Bank until June 30, 2015, at 11:59 p.m.

A further hearing on the use of cash collateral will take place on
June 16, 2015, at 1:30 p.m., at Room 201, Robert K. Rodibaugh
United States Bankruptcy Courthouse, 401 S. Michigan Street in
South Bend, Indiana.

The bank is represented by:

     Rebecca Fisher, Esq.
     LADERER & FISCHER P.C.
     401 E. Colfax Avenue, Suite 305
     South Bend, IN 46617
     Tel: 574-284-2354
     Fax: 574-284-2356
     E-mail: rebecca@ladfislaw.com

                       About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., Sheila A. Ramacci, Esq., and Frederick L.
Carpenter, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  Moss Family disclosed $6,609,576 in assets
and $6,299,851 in liabilities as of the Chapter 11 filing.

The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013,
provides that unsecured claims will be fully paid and satisfied by
use of the proceeds from the sale of LaPorte Judgment Lien
Property.


NII HOLDINGS: Agrees to Sell Mexican Operations to AT&T
-------------------------------------------------------
NII Holdings, Inc. on Jan. 26 disclosed that it has agreed to sell
its Mexican operations operated by its indirect subsidiary, Nextel
de Mexico, S.A. de C.V. to AT&T for $1.875 billion, less the
outstanding net debt of the business at closing.

The transaction, which is subject to the approval of the U.S.
Bankruptcy Court for the Southern District of New York, regulatory
approvals in Mexico and a competitive bidding process to be
conducted under the supervision of the U.S. Bankruptcy Court, is
expected to close by mid-2015.

"The transaction with AT&T ensures that customers of Nextel Mexico
will continue to be served by a high quality telecommunications
company committed to providing innovative products, services and
solutions to the market," said Steve Shindler, chief executive
officer of NII Holdings.  "We believe that the sale of Nextel
Mexico represents an opportunity to reduce our operational risk,
deliver value to our stakeholders and provide the liquidity that
will position us to emerge from Chapter 11 reorganization with a
healthy balance sheet and fund our business plan in Brazil.  The
sale also allows our Mexico team to continue to grow and thrive,
capitalizing on the opportunities in the Mexican telecom market
with the support of one of the largest telecom companies in the
world," Mr. Shindler added.

On November 24th, 2014, the Company and twelve of its wholly-owned
subsidiaries, which previously sought bankruptcy protection, filed
a plan of reorganization and related disclosure materials with the
U.S. Bankruptcy Court based on an agreement that had been reached
with certain of their major stakeholders, including their two
largest creditors and the official committee of unsecured
creditors.  The Company expects to engage with its stakeholders in
an effort to gain support for modifications to the Plan that will
allow it and its subsidiaries to emerge from Chapter 11
reorganization.  The Company's operations in Mexico, Brazil and
Argentina are not included in the pending bankruptcy proceedings
and continue to operate in the ordinary course outside of
Chapter 11.

                   About NII Holdings, Inc.

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin America.
NII Holdings' shares of common stock, par value $0.001, are
publicly traded under the symbol NIHD on the NASDAQ Global Select
Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on
Sept. 15, 2014.  The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.  The Debtors have
tapped Jones Day as counsel and Prime Clerk LLC as claims and
noticing agent.  NII Holdings disclosed $1,216,071,340 in assets
and $3,068,103,749 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors
of NII Holdings to serve on the official committee of unsecured
creditors.


NII HOLDINGS: NIU Holding's Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: NIU Holdings LLC
        1875 Explorer Street, Suite 800
        Reston, VA 20190

Case No.: 15-10155

Chapter 11 Petition Date: January 25, 2015

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

Debtor's Counsel: Scott Greenberg, Esq.
                  JONES DAY
                  222 East 41st Street
                  New York, NY 10017
                  Tel: (212) 326-3939
                  Fax: (212) 755-7306
                  Email: sgreenberg@jonesday.com

Debtor's          ALVAREZ & MARSAL NORTH AMERICA, LLC
Restructuring
Advisors:

Debtor's          ROTHSCHILD, INC.
Financial
Advisors:

Debtor's          MCKINSEY RECOVERY & TRANSFORMATION SERVICES
Management        U.S., LLC
Consultants:

Debtor's          PRIME CLERK LLC
Claims and
Noticing
Agent:

Estimated Assets: $500 million to $1 billion

Estimated Liabilities: $0 to $50,000

The petition was signed by Shana Smith, manager.

NIU Holdings intends to file a motion for an order directing that
certain orders in the jointly administered Chapter 11 cases of NII
Holdings, Inc., Case No. 14-12611 (SCC), be made applicable to
NIU's own Chapter 11 case.  On Sept. 15, 2014, NII Holdings, Inc.,
and certain of its affiliates filed a motion requesting a waiver of
the requirement for filing a list of creditors pursuant to Sections
342, and 521(a) of title 11 of the United States Code, Rules
1007(a) and 2002(a) and 2002(f) of the Federal Rules of Bankruptcy
Procedure, and Rule 1007-1 of the Local Bankruptcy Rules for the
Southern District of New York.  On Oct. 8, 2014, certain affiliates
of the Debtor filed petitions in this Court for relief under
Chapter 11 of the Bankruptcy Code and a motion for an order
directing that certain orders in the jointly administered chapter
11 cases of NII Holdings, Inc., Case No. 14-12611 (SCC), be made
applicable to their Chapter 11 cases. Upon entry of the order
approving the Second Applicability Motion, NIU Holdings proposes to
furnish its list of creditors to the claims and noticing agent
engaged by the Affiliate Debtors.


NNN SIENA OFFICE: Wants Court to Dismiss Chapter 11 Case
--------------------------------------------------------
NNN Siena Office Park I 41 LLC and its debtor-affiliates ask the
Hon. M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California to dismiss their joint administered
Chapter 11 proceedings because the cases no long serves the purpose
of the Bankruptcy Code in that continuation will only result in
loss or diminution of the estates and there is no reasonable
likelihood of rehabilitation within a reasonable amount of time.

The Debtors tell the Court they are unable to file a confirmable
plan within the time fixed.

The Debtors say they have investigated obtaining third party
financing.  The Debtors disclose that their present intended third
party lender, whose commitment is dependent upon confirmation of a
bankruptcy plan, would not commit to the funding required with a
plan debt including a total claim to the lender in excess of
$34,000,000, and their principals do not have other assets that
they will commit to provide the infusion of new value necessary to
confirm a plan for that amount of debt.

A hearing is set for Feb. 12, 2015 at 10:30 a.m. at San Jose
Courtroom 3070, to consider the Debtors' request.

                 About NNN Siena Office Park I 41

NNN Siena Office Park I 41, LLC, together with 30 other affiliates,
filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No.
14-40668) on Feb. 19, 2014.  The Debtors are 28 of 31 tenants in
common investors, each owning fractional, passive investment
interests in the bare legal title to a medical office building
located at 2850 West Horizon Ridge Parkway and 861 Coronado Center
Drive, Henderson, Nevada.  The Debtor disclosed unknown assets and
$28.8 million in liabilities as of the Chapter 11 filing.

Judge M. Elaine Hammond oversees the Debtor's Chapter 11 case.  The
petition was signed by Mubeen Aliniazee, manager and responsible
individual.

The Court entered orders excusing the receiver from turnover of the
property until Dec. 9, 2014.


PACIFIC GOLD: Recurring Losses Raise Going Concern Doubt
--------------------------------------------------------
Pacific Gold Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $362,000 on $nil of total revenue for the three months ended
Sept. 30, 2014, compared to a net income of $789,000 on $nil of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $1.1 million
in total assets, $3.81 million in total liabilities and a
stockholders' deficit of $2.71 million.

As of Sept. 30, 2014, the Company had an accumulated deficit of
$45.9 million, negative working capital of $1.11 million, and
negative cash flows from the nine months ended Sept. 30, 2014 of
$586,000, raising substantial doubt about its ability to continue
as a going concern.  The Company's independent auditors, in their
report on the consolidated financial statements, also indicated
that the Company has experienced recurring losses from operations
and may not have enough cash and working capital to fund its
operations beyond the very near term.

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

                       http://is.gd/AuyPBU

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its subsidiaries
currently owns claims, property and leases in Nevada
and Colorado.

The Company reported a net loss of $696,000 on $0 of revenue for
the three months ended June 30, 2014, compared with a net loss of
$515,000 on $0 of revenue for the same period in 2013.

For the six months ended June 30, 2014, the Company reported a net
loss of $986,000 on $0 of revenue compared to a net loss of
$736,000 on $0 of revenue for the same period during the prior
year.

As of June 30, 2014, the Company had $1.09 million in total
assets, $3.80 million in total liabilities and a $2.71 million
total stockholders' deficit.

The Company had an accumulated deficit of $45.6 million and a
working capital deficit of $1.22 million at June 30, 2014.

During the six months ended June 30, 2014, the company financed
its operations through the sale of securities, proceeds received
from sale of mining claims, and issuance of debt.



PATTERSON PARK: Fitch Affirms 'BB+' Rating on $12.6MM Bonds
-----------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating on $12.6 million outstanding
series 2010A and B bonds issued by the Maryland Health and Higher
Educational Facilities Authority (MHHEFA) on behalf of the
Patterson Park Public Charter School (PPPCS).

The Rating Outlook is Stable.

SECURITY

The bonds are a general obligation of PPPCS, secured by a first
mortgage on the school's facilities.  A cash-funded debt service
reserve (DSR) provides further security.

KEY RATING DRIVERS

FINANCIAL METRICS DRIVE RATING: Operating and liquidity metrics for
PPPCS are considered speculative grade per Fitch's charter school
rating criteria.  PPPCS' operating results are typically below or
close to break-even on a GAAP basis.

EXPECTED ADEQUATE DEBT SERVICE COVERAGE: PPPCS has demonstrated
consistent coverage of transaction maximum annual debt service
(TMADS) at or above the covenanted 1.1x.  Fiscal 2014 coverage was
1.2x.  PPPCS benefits from strong demand and stable enrollment,
which supports the school's primary revenue-driver, per pupil
funding.

LIMITED BALANCE SHEET FLEXIBILITY: PPPCS has weak balance sheet
ratios, consistent with the rating category and typical of the
sector, that limit flexibility to manage budget fluctuations.  An
additional factor is union contracts for its teachers.  Though
operations may allow for modest growth in PPPCS' balance sheet
metrics, flexibility will likely remain narrow.

RATING SENSITIVITIES

MARGIN DETERIORATION: A decline in PPPCS' operating margin that
causes TMADS coverage to fall below 1.1x, or causes significant
depletion of available funds (defined by Fitch as cash and
investments not permanently restricted), would result in a negative
rating action.

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating.

CREDIT PROFILE

PPPCS opened in 2005 in a former Catholic school located just north
of Patterson Park in Baltimore, MD.  PPPCS expanded its facilities
in fall 2011.  Since receiving an initial three-year charter in
2005, PPPCS has received two five-year charter renewals from
Baltimore City Public Schools (BCPS).  The most recent five-year
renewal was February 2013, which extends the charter to June, 2018.
Enrollment in this PreK-8 charter school for fall 2014 was 682
students, slightly up from 673 in fall 2013.  About 20% of students
were K or Pre-K.  The school is located in southeastern Baltimore
and has a curriculum that emphasizes diversity and a thematic,
experiential learning approach.  Fitch notes positively that the
school remains in good standing under its charter and has a
positive working relationship with the authorizer, BCPS.

SPECULATIVE GRADE OPERATIONS AND BALANCE SHEET METRICS

The 'BB+' rating reflects weak balance sheet ratios, which are
consistent with the rating category.  Available funds (AF), defined
by Fitch as cash and investments not permanently restricted, was
$1.46 million at June 30, 2014, an increase from $1.1 million in
fiscal 2013 and fiscal 2012.  This resource level represented only
17% of fiscal 2014 operating expenses and 12% of outstanding debt
($12.6 million).  While AF provides some budgetary cushion, it is
inadequate to fund debt service for any length of time.

Operating margins on a full accrual basis have been break-even or
slightly negative in recent years.  The fiscal 2014 net operating
deficit was $208,000, an operating margin of negative 2.5%.  After
averaging a positive 9.8% between fiscal 2008 and fiscal 2011,
PPPCS' operating margin in fiscal 2013 was ($26,000), essentially
at break-even (negative 0.3%), and in fiscal 2012 was ($240,000),
or negative 3.1%.  The primary driver of the weaker operating
performance was increased depreciation and interest expense
associated with the series 2010 bond-financed facility expansion.

The school reports that the fiscal 2015 budget is balanced, and
operating results should be comparable to fiscal 2014.  Management
does not fully budget for depreciation expense, but does budget to
meet the 1.1x coverage covenant.  As a result, performance is
expected to remain below break-even for the near term.  Fitch notes
that PPPCS has limited control on increases in operating expenses
(mainly salaries and benefits), which are mandated by BCPS union
contracts.

ADEQUATE DEBT SERVICE COVERAGE

PPPCS' budgets typically generate adequate coverage of the school's
TMADS obligation.  TMADS is MADS excluding a planned double payment
in the final amortization year ($941,000 for the series 2010
bonds).  The fixed rate debt service structure is level.  PPPCS
generated 1.2x TMADS coverage in fiscal 2014, lower than the 1.37x
coverage in fiscal 2013, and more comparable to 1.1x in fiscal
2012.  Management reports that coverage increased in fiscal 2013
due to program and expense reductions and higher than budgeted
per-pupil funding.  The TMADS obligation represented a high 11.5%
of fiscal 2014 operating revenues.

Bond covenants include a 1.1x minimum MADS coverage ratio and a
requirement for cash and investments to be at least 7% of total
operating expenses.  Per the school's fiscal 2013 and 2014
disclosure, both of these covenants were met.  Bond documents also
require quarterly funding of a renewal and replacement fund up to
$200,000 over time; at June 30, 2014, the R&R fund held $86,000.

SOLID ENROLLMENT

Like most charter schools, PPPCS is heavily reliant on per pupil
funding to support its annual operating budget.  In fiscal 2014,
student-generated revenues provided about 92% of operating
revenues.  Given the concentrated revenue stream, maintaining
stable enrollment and balance sheet reserves over time are
important credit factors.

PPPCS has gradually increased enrollment in recent years, well past
the originally anticipated 585 students.  Enrollment was 682 in
fall 2014, up from 673 in fall 2013 and 622 in fall 2011.
Management indicates that about 39 additional K-8 students could be
added under the existing charter cap, which allows enrollment of up
to 675 K-8 students.  This gap provides some demand and budget
flexibility, as the school has no facility constraints. School
management has no plans to request a higher enrollment cap from its
authorizer.

BUDGET CONSTRAINTS

Per pupil funding (PPF) is the school's largest revenue source.
Actual PPF for fiscal 2014 was $9,450, an approximate 2.8% increase
from $9,192 per student in fiscal 2013.  For the current fiscal
2015, there was no increase.  The fiscal 2016 funding level is not
yet available.  Fitch notes that over time PPF tends to be flat or
increase modestly.

Fitch notes that PPPCS' operational flexibility is more limited
than many charter schools because its instructional faculty,
employed by BCPS, is unionized.  PPPCS does not have teacher
pension expense (that is a liability and expense of the city), but
it must fund any Baltimore City Public School union contract
increases.  Management reports that a new three-year contract was
negotiated effective for fiscal 2014 that included annual teacher
bonus, wage increases and step increases that effectively result in
a 4% annual benefits increase.  As salaries and benefits typically
comprise the majority of operating expenses, Fitch views this as a
significant limitation.  Additionally, Baltimore charter schools,
including PPPCS, are required to pay a portion of BCPS debt
service, even if they are not located in BCPS facilities.  For
PPPCS, who has its own facility, management reports this is about
$200,000 per year.

PPPCS' relative budgetary stability benefits from strong demand.
For fall 2014, PPPCS received 180 applications for 46
pre-kindergarten openings (expanded from 21 slots in fall 2012) and
162 applications for 92 kindergarten openings.  Management reports
that attrition was about 5% for the 2013/2014 academic year, and is
expected to be similar for the current 2014/2015 year.  The school
does not carry or draw from wait lists during the academic year.
Fitch views high retention favorably as it indicates satisfaction
with the academic program and limits reliance on a potentially
seasonal wait list.



PENNSYLVANIA ECONOMIC: Fitch Lowers Rating on $169MM Bonds to 'BB'
------------------------------------------------------------------
Fitch Ratings has downgraded the ratings on Pennsylvania Economic
Development Financing Authority's (the Colver Project) $169 million
aggregate series F resource recovery revenue refunding bonds due
2018 to 'BB' from 'BB+'.  The Rating Outlook is Stable.

The downgrade reflects projected near-term breakeven debt service
coverage levels and reduced cash flow due to a significant cost
increase at the Colver Project.  This aging waste coal facility
will continue to face increased maintenance, reduced output and low
revenue growth tied to lower than expected GDP growth over the
remaining project life.  The near-term maturity of the debt
combined with significant liquidity help to support the rating at
the 'BB' level.

KEY RATING DRIVERS

Contractual Revenues Reliant on Strong Operations - Revenue Risk:
Midrange

The project relies on the ability of the operator to maintain high
availability and capacity factors in order to maximize payments
under the power purchase agreement (PPA), capture the benefit of
excess energy sold at the locational marginal price (LMP) and
provide revenue stability.  LMP sales, despite their variability in
price and small percentage relative to total revenues, help to add
cushion to the cash flow profile.

Operating Margin Subject to Cost Control - Operating Risk: Weaker

The project remains exposed to price fluctuations in commodities,
uncertain emissions compliance costs and major maintenance.  The
recent reduction in diesel pricing could help to offset
fluctuations in other commodity costs going forward; however, the
project remains exposed to increased emissions costs as well as
maintenance on an aging facility.  In order to meet the Cross State
Air Pollution Rule (CSAPR) and the impending Mercury Air Toxic
Standards (MATS) rule in 2016, the project will face incremental
limestone costs for emissions control.

Adequate Coal Supply - Supply Risk: Midrange

Despite 75% of waste coal under contract through debt maturity, the
project is susceptible to potential price swings in the remaining
25% of spot coal supply.  The relative liquidity and depth of the
waste coal market helps to mitigate this risk over the remaining
debt tenor.

Debt Structure Supports Cash Flow - Debt Structure: Midrange

The short tenor remaining on the debt combined with significant
liquidity helps to bolster cash flows against periods of production
shortfalls or increased operating costs over the next five years.
Further, the additional two years of unlevered cash flow under the
PPA following debt maturity in 2018 help to offset relatively high
leverage.

Uncertain Financial Profile

Under a modest stress scenario which combines flat revenues and a
10% operating expense increase, Fitch projects near-term debt
service coverage ratios (DSCR) to average 0.91x with a minimum of
0.70x.  While these coverage levels may suggest a lower rating
under Fitch's criteria for fully contracted thermal power projects,
the stable operating history, limited horizon for debt maturity and
considerable liquidity support the rating at the current level.

Projections Below Peers

The coverage profile of the Colver project is below its closest
peer, AES Puerto Rico;, which has an average rating case DSCR of
1.34x with a minimum of 1.00x.  Colver benefits from additional
liquidity and a short remaining debt tenor, which help to offset
potentially lower cash flows.

RATING SENSITIVITIES

Negative - Operating Costs: Increased operating costs above the
$1.8 million incremental limestone cost for 2016 and projected
increased maintenance costs could result in a downgrade;

Negative - Increased Downtime: Any extended outage resulting in
decreased availability and reduced cash flow could result in a
downgrade.

UPDATE

During 2014, the project began to experience an increase in forced
outages as a result of tube leaks.  By year end, the leaks were
uncovered at a rate of one to two times per month and included
leaks in areas of the plant that had been historically uncommon.
These leaks are typical of an aging coal facility; however,
combined with a major overhaul, the repairs reduced dispatch at the
project to roughly 96.6%.  Further, the sponsor expects the project
to experience downtime related to a partial discharge issue on the
generator in the near term.  The timing of the tube leaks and the
need for additional maintenance in 2015 is expected to push
dispatch to roughly 96% compared to 98% average dispatch since
2007.

In addition to lower dispatch, revenues have been dampened by
year-over-year slow GDP growth, as the escalation factor under the
PPA is indexed to half of annual GDP growth.  The Q3'14 GDP growth
rate of 5% could help to bolster revenues going forward; however,
the impact on the annual escalator for Colver remains uncertain.

Operating costs at the Colver Project increased by roughly 6%
during 2014 due largely to an increase in fuel and ash trucking
costs.  This cost is expected to continue going forward due to
limited space at the existing site; however, the recent decreases
in oil prices could temper the impact.  Fitch notes that budget
2015 estimates are based off of a higher oil price environment,
providing some level of conservatism with regard to fuel costs.  In
addition to fuel expenses, the need for increased limestone volumes
to comply with CSAPR will negatively impact cash flows during 2015.
While MATS has received a one-year extension, the cost of
compliance has been utilized for projections beginning in 2016.
Overall, roughly $1.8 million in total limestone purchasing and
transportation costs will need to be added to the 2016-2018 period
in order to capture emissions and comply with the MATS regulation.
The project is also susceptible to increased limestone expenses in
order to deal with the variability in sulfur content for the fuel
supply, which could compound the effect of the supply cost going
forward.

The current 2015 sponsor budget indicates a Fitch calculated DSCR
of 1.10x due to reduced dispatch, increased fuel and ash costs as
well as the CSAPR emissions rule compliance.  Fitch has used this
budget as the basis for the remaining 2016-2018 period.  While
coverage levels of 0.91x on average with a minimum of 0.71x under
rating case conditions are not indicative of a 'BB' rating, the
short remaining tenor and available liquidity of $24 million help
to significantly reduce the probability of default and support the
rating at the current level.

Fitch views the probability of a scenario under which liquidity is
inadequate as low given that the project is able to withstand a 10%
reduction to revenues in combination with a 10% increase to
operating costs using the $24 million cash balance.  Further, while
sponsor support is not considered under the current projections,
Fitch views the sponsor to be adequately incentivized to prevent a
default given the near-term maturity of the debt and remaining
two-year tenor on the PPA post debt maturity.

The Colver Project consists of a nominal 111.15MW waste coal-fired
qualifying facility located on a 62-acre site in Cambria,
Pennsylvania.  The project also includes a 9.6-mile, 115-kilovolt
transmission line interconnecting with the Pennsylvania Electric
Company Glory Substation.  The Colver facility began commercial
operations on May 16, 1995.  The senior bonds were issued on behalf
of an owner-participant as part of a leveraged-lease transaction.
Colver's sponsor is a limited partnership, Inter-Power/AhlCon
Partners, which is held by subsidiaries of Northern Star
Generation.

Under the terms of the PPA, Pennsylvania Electric Company(Penelec)
pays flat rates on annual energy up to 278 gigawatt-hours (GWh) of
on-peak production and 501 GWh/year off-peak production.  Penelec
purchases excess energy, produced in excess of caps above, at the
posted hourly LMP or day-ahead price of PJM Interconnection, LLC.



PLASTIC2OIL INC: Letter to Stockholders from CEO
------------------------------------------------
Plastic2Oil, Inc., issued a letter to stockholders from Richard
Heddle, its Chairman and chief executive officer, which provided an
update on certain operational and financial matters.

To our valued stockholders:

Many of you have inquired about our recent press release and our
recent 8-K filing with the SEC, regarding the sale of processors to
EcoNavigation, LLC (EcoNavigation).  More information will be
released as it is appropriate, but I wanted to provide some clarity
on the pilot and on the anticipated sale of processors.

First, as was indicated, a pilot production run would take place
within a 120 day period for evaluation by EcoNavigation.  That
period began January 2, 2015 and will end May 1, 2015.  The 120 day
period includes pre-pilot production activities, the start-up, run,
and required maintenance of the processor during the pilot. The
Niagara Falls, New York processor #3 will be used in the pilot.  In
the past year that processor, and the rest of the Niagara Falls
facility, has undergone extensive scrutiny and review by a national
engineering firm.  The facility requires minimal preparation to be
ready for the pilot to begin.

The beginning date will be determined by EcoNavigation.

Former Plastic2Oil Chief of Technology John Bordynuik, now acting
as a consultant for PTOI will provide guidance as required.  The
national engineering firm will supervise the pilot for
EcoNavigation.  The current plan is for the pilot to be completed
within the 120 period and EcoNavigation will be responsible for
costs associated with the pilot.  Plastic2Oil will bear none of the
costs associated with the pilot.  The tonnage to be processed
during the pilot will be determined by and provided by
EcoNavigation.

While EcoNavigation is a privately held start-up company, it has
strong financial and business relationships.  During our
negotiations with EcoNavigation we have become familiar with their
management team and have concluded EcoNavigation has access to both
sufficient capital and plastic waste generators to complete the
pilot.  We are confident the pilot will reach a successful
conclusion.

Upon the successful completion of the pilot, expected on or before
May 1, 2015, we are equally confident EcoNavigation has the
financial capability to complete the initial purchase of processors
for sites to be located in the state of New York, or elsewhere.  We
currently have two processors in inventory that are 75% complete.
Additional processors and other equipment will be fabricated by
outside suppliers, selected by Plastic2Oil, as demand for
processors by customers develops.  Our contract with EcoNavigation
is for a minimum of six processors over a three year period.  We
continue in negotiations with other purchasers.

Plastic2Oil is a lean company with few employees and nominal
associated overhead costs.  We believe our technology is our most
valuable asset and the company will begin realizing that value upon
the sale of our first processor.  The strategy of our founder, John
Bordynuik has been to bring the technology to market with minimum
dilution to our loyal shareholders.  That continues to be a core
objective of our current management team.  We will issue further
updates on the pilot and the sale of processors as circumstances
warrant.

                         About Plastic2Oil

Plastic2Oil, Inc., formerly JBI Inc., is a North American fuel
company that transforms unsorted, unwashed waste plastic into
ultra-clean, ultra-low sulphur fuel without the need for
refinement.  The Company's Plastic2Oil (P2O) is a process designed
to provide immediate economic benefit for industry, communities
and government organizations with waste plastic recycling
challenges.  It is also focused on the creation of green
employment opportunities and a reduction in the cost of plastic
recycling programs for municipalities and business.  The Company's
fuel products include No. 6 Fuel, No. 2 Fuel (diesel, petroleum
distillate), Naphtha, Petcoke (carbon black) and Off-Gases. No. 6
Fuel is heavy fuel used in industrial boilers and ships. No. 2
Fuel is a mid-range fuel known as furnace oil or diesel.  Naphtha
is a light fuel that is used as a cut feedstock for ethanol or as
white gasoline in high and regular grade road certified fuels.

JBI reported a net loss of $13.2 million in 2013 following a net
loss of $13.3 million in 2012.

As of Sept. 30, 2014, the Company had $8.19 million in total
assets, $6.99 million in total liabilities, and $1.19 million of
stockholders' equity.

MNP LLP, in Toronto, Canada, included a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
accounting firm noted that the Company has experienced negative
cash flows from operations since inception and has accumulated a
significant deficit which raises substantial doubt about its
ability to continue as a going concern.



PLUSFUNDS GROUP: 2nd Cir. Flips Order Denying Bid to Reopen Case
----------------------------------------------------------------
Harbour Trust Co. Ltd. appeals from the Feb. 13, 2014 judgment of
the District Court affirming the May 13, 2013 decision of the
United States Bankruptcy Court for the Southern District of New
York (James M. Peck, Bankruptcy Judge) denying the Trustee's motion
to reopen the Chapter 11 case of Plusfunds Group, Inc.

In a Jan. 21, 2015 decision available at http://is.gd/nOLvMIfrom
Leagle.com, Circuit Judges Ralph K. Winter, Jose A. Cabranes and
Reena Raggi of the U.S. Court of Appeals for the Second Circuit
vacated the District Court's judgment, and the cause is remanded
for the Bankruptcy Court to explain what prejudice, if any, would
result from reopening the bankruptcy case.

Headquartered in New York, New York, PlusFunds Group, Inc. --
http://www.plusfunds.com/-- provided hedge funds and other
financial services for individual and corporate investors.  The
Debtor filed for chapter 11 protection on March 6, 2006 (Bankr.
S.D.N.Y. Case No. 06-10402).  James David Leamon, Esq., and Steven
J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle
represented the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debt between $1 million and
$10 million.


PRECISION MEDICAL: Meeting of Creditors Set for Feb. 10
-------------------------------------------------------
The meeting of creditors of Precision Medical Holdings, Inc. is set
to be held on Feb. 10, at 9:00 a.m., according to a filing with the
U.S. Bankruptcy Court for the Southern District of California.

The meeting will be held at the Office of the U.S. Trustee, Suite
660, Hearing Room B, 402 W. Broadway, in San Diego, California.

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

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

                           About PMH

Torrey Pines Precision Medical, LLC, Nikolay Savchuk, and American
Medical Wholesale, which are collectively owed $3.7 million, filed
an involuntary Chapter 11 petition against Precision Medical
Holding, Inc., aka Precision Repair Network (Bankr. S.D. Cal. Case
No. 14-09522) on Dec. 8, 2014.

The Petitioning Creditors are represented by Jeffry A. Davis, Esq.,
Mintz Levin Cohn Ferris Glovsky & Popeo, in San Diego, California.


PRECISION MEDICAL: Powers of Trustee Defined
--------------------------------------------
The Bankruptcy Court entered an order supplementing and clarifying
the order on the motion for appointment of a Chapter 11 trustee for
Precision Medical Holdings, Inc.

Pursuant to the Dec. 15, 2014 order, the Court approved the
appointment of Richard Kipperman as Chapter 11 interim trustee for
the Debtor.

The Court anticipated that another hearing might be necessary to
better define the powers and authorities of the trustee in light of
the complexity of the business of the Debtor which is carried out
through various subsidiaries under the name of Precision Repair
Network.  The additional hearing was held on Dec. 18.

In the supplement order, the Court said that, among other things:

   1. The Trustee will have all the powers that the Debtor would
have under Section 303(f) of the Bankruptcy Code had a trustee not
been appointed.

   2. The Trustee will have all the power of a trustee appointed
under Section 1104 of the Bankruptcy Code.

   3. Specifically, and for the avoidance of doubt, the Trustee is
authorized (but not required) to pay or to cause to be paid in
the ordinary course of business of the Debtor or its wholly owned
subsidiaries (a) wages and payments to full-time independent
contractors, including prepetition wages due; (b) prepetition rent
due; and (c) other prepetition obligations critical and necessary
in the judgment of the Trustee for the continued operations of the
Precision Repair Network enterprise.

   4. Further, the trustee will have all the protections afforded
to a trustee appointed under Section 1104 of the Bankruptcy Code.

   5. Further, and pursuant to the authority granted under Section
105 of the Bankruptcy Code, the Court hereby enjoins the
commencement of any action or proceeding against the Listed Subs
and enjoins the enforcement of any order, judgment, debt,
liability, or decree or the taking of any act against the Listed
Subs or property of the Listed Subs based on any prepetition debt
or liability.

As reported in the TCR on Dec. 16, 2014, petitioning creditors
Nikolay Savchuk and Torrey Pines Precision Medical, LLC, ask the
Bankruptcy Court to issue an order directing the appointment of a
Chapter 11 trustee.

On or about Dec. 12, 2013, Torrey Pines Investment, LLC, of which
Mr. Savchuk is president, purchased 4,000,000 shares of the stock
of Precision Medical Holding, Inc., a Nevada corporation, and the
Debtor.  Those shares amounted to 40% of the shares of PMH.
Samvel Saribekian held the remaining 60% of the shares of PMH.

Mr. Savchuk tells the Court that, as of Dec. 8, 2014, he has lent
$1,150,000 of his own funds to PMH and TPPM has lent an additional
$1,950,000 to PMH.

                           About PMH

Torrey Pines Precision Medical, LLC, Nikolay Savchuk, and American
Medical Wholesale, which are collectively owed $3.7 million, filed
an involuntary Chapter 11 petition against Precision Medical
Holding, Inc., aka Precision Repair Network, on Dec. 8, 2014
(Bankr. S.D. Calif., Case No. 14-09522).

The Petitioning Creditors are represented by Jeffry A. Davis,
Esq., Mintz Levin Cohn Ferris Glovsky & Popeo, in San Diego,
California.



PROSPECT HOLDING: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the Prospect Holding Company,
LLC's B2 corporate family and senior unsecured ratings and changed
the outlook to negative from stable.

Ratings Rationale

The ratings affirmations reflect Moody's expectation that the
company will return to profitability in 2015 along with its
adequate capital of 10.2% as of Q3 2014 as measured by tangible
common equity (TCE) to tangible assets. In addition, the ratings
reflect the company's solid management team and developing retail
origination franchise; Moody's believe the company was
approximately the 20th largest retail residential mortgage
originator during the first nine months of 2014. The rating is
constrained by Prospect's limited franchise positioning, risks
embedded in its growth plans, relatively short operating history
and limited financial flexibility as a result of its reliance on
short-term secured bank warehouse facilities.

The negative outlook reflects the company's weak 2014 financial
performance which has resulted in a significant decline in the
company previously strong capital levels with TCE to tangible
assets dropping from 19.0% as of year-end 2013 to 10.2% as of Q3
2014. In the first nine months of 2014, the company reported a net
loss of $70.3 million compared with net income of $60.6 million for
the same period in 2013 mainly due to decreased net revenues
reflecting lower year over year origination volume as well as
narrowing loan production margins. Moody's expect the company to
regain profitability in Q2 2015.

The outlook could return to stable if the company is able to
consistently achieve pre-tax, pre-provision core income to assets
above 2.5% while maintaining its adequate capital levels (i.e.
tangible common equity to total assets above 10%) and strong asset
quality along with adequate funding profile.

Given the negative outlook, an upgrade is unlikely. Prospect's
ratings could be downgraded in the event 1) the company is unable
to achieve consistent profitability by Q2 2015 with net income to
assets of more than 2%, 2) of a further increase in leverage (i.e.
if TCE to tangible assets drops below 7.5%), or 3) of a material
decrease in liquidity or available warehouse funding facilities.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.



PROSPECT PARK: Judge Extends Deadline to Remove Suits to Feb. 3
---------------------------------------------------------------
U.S. Bankruptcy Judge Mary Walrath has given Prospect Park
Networks, LLC until Feb. 3, 2015, to file notices of removal of
lawsuits involving the company.

                   About Prospect Park Networks

Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent and
management company, filed for Chapter 11 bankruptcy (Bankr. D. Del.
Case No. 14-10520) in Wilmington, on March 10, 2014, estimating $50
million to $100 million in assets, and $10 million to $50 million
in debts.  The petition was signed by Jeffrey Kwatinetz,
president.

William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H.
Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon,
Esq., at Genovese Joblove & Battista, P.A., serve as the Debtor's
bankruptcy counsel.  The Debtor also hired Cohn Reznick LLP as an
ordinary course professional.

The U.S. Trustee for Region 3 selected three creditors to serve on
the Official Committee of Unsecured Creditors.  Cole, Schotz,
Meisel, Forman & Leonard, P.A., serves as the Committee's counsel.


PROVIDENT FUNDING: Moody's Affirms 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service, affirmed Provident Funding Associates,
L.P.'s Ba3 corporate family and senior unsecured ratings and
changed the outlook to negative from stable.

Ratings Rationale

The affirmation of Provident's Ba3 ratings reflect the company's 1)
conservative credit risk appetite; even pre-crisis Provident
maintained its focus on very-high quality prime loans, 2) strong
capital, 3) historically solid profitability, 4) long, stable
operating history, 5) adequate liquidity profile, and 6) small, yet
well-established franchise in the highly competitive US residential
mortgage banking market.

The negative outlook reflects the company's constrained
profitability and weaker franchise strength in the current US
residential mortgage market. Due to rising interest rates and
increased competition, industry wide origination volumes and gain
on sale margins have declined. This decline has severely affected
Provident's ability to produce loans that meet Provident's
conservative lending guidelines, with loan production volume in the
first nine months of 2014 falling to just $4.3 billion from $17.6
billion for the same period last year, a 75.6% decline versus
industry volume dropping by 44.2%. In addition, loan production
margins declined to 0.24% in the first nine months of 2014 from
0.82% in the same period in 2013. The decline in loan originations
and margins resulted in a 92% decline in the company's loan
production revenue.

The outlook could return to stable if the company is able to
consistently achieve pre-tax, pre-provision core income to assets
above 5.0% while maintaining its strong capital levels (i.e.
tangible common equity to total assets above 20%) and strong asset
quality along with adequate funding profile.

Given the negative outlook, an upgrade is unlikely at this time.

Provident's ratings could be downgraded if the company is unable to
achieve adequate profitability in the first half of 2015 with
pre-tax, pre-provision core income to assets above 2.5%. In
addition, Provident's ratings could be downgraded if the company's
leverage increases (i.e. tangible common equity to total assets
below 15%) or its asset quality or funding profile deteriorate.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.



R&J LIMITED: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                     Case No.
     ------                                     --------
     R&J Limited Partnership                    15-11029
     640 E. Wardlow Rd.
     Long Beach, CA 90807

     JRJ Limited Partnership                    15-11040
     640 E. Wardlow Rd.
     Long Beach, CA 90807

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 23, 2015

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Neil W. Bason (15-11029)
       Hon. Hon. Sandra R. Klein (15-11040)

Debtors' Counsel: Vanessa M Haberbush, Esq.
                  HABERBUSH & ASSOCIATES, LLP
                  444 W Ocean Blvd STe 1400
                  Long Beach, CA 90802
                  Tel: 562-435-3456
                  Fax: 562-435-6335
                  Email: vhaberbush@lbinsolvency.com

                                     Estimated   Estimated
                                      Assets    Liabilities
                                    ----------  -----------
R&J Limited Partnership             $1MM-$10MM   $1MM-$10MM
JRJ Limited Partnership             $1MM-$10MM   $1MM-$10MM

The petition was signed by James W. Foasberg, president of R&J
Investment Management Inc., general partner of Debtor.

A list of R&J Limited's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb15-11029.pdf

A list of JRJ Limited's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb15-11040.pdf


RARITY MANAGEMENT: Receiver to Sell Assets; Bids Due Feb. 27
------------------------------------------------------------
The United States District Court for the Eastern District of
Tennessee at Knoxville entered an order in the case, Stooksbury v.
Ross, et al. (Case No. 3:09-CV-498-TAV-HBG), directing Sterling P.
Owen, IV, in his capacity as receiver, to conduct a private sale of
certain assets of Rarity Management Company LLC.

The Rarity Bay property that is the subject of the order are:

a) Property owned by judgment Debtor Rarity Management Company in
Loudon County, Tennessee:

  -- certain Rarity Bay golf court tracts
  -- acreage on Rarity Bay Pkwy.
  -- certain Rarity Bay lot

b) Property owned by judgment Debtor Rarity Management Company LLC
in Monroe County, Tennessee:

  -- Rarity Bay declarant rights
  -- certain Rarity Bay golf course tracts and the Rarity Bay
     clubhouse
  -- acreage on Rarity Bay Pkwy.
  -- certain Rarity Bay lots and undeveloped tracts

c) Property owned by judgment Debtor Tellico Lake Properties LP in
Loudon County, Tennessee:

   -- certain Rarity Bay lots

d) Property owned by judgment Debtor Tellico Properties LP in
Monroe County, Tennessee:

   -- certain Rarity Bay lots
   -- certain Rarity Bay golf course tracts and the car path
   -- Rarity Bay common area

e) Property owned by judgment Debtor LTR Properties Inc in Monroe
County, Tennessee:

   -- 11 condominiums units on Rarity Bay pkwy.

The receiver will accept private offers to purchase the Rarity Bay
Receivership Assets until 5:00 p.m. EST on Feb. 27, 2015.  Offers
should be submitted to:

    Sterling P. Owen, IV
    P.O. Box 2692
    Knoxville, TN 37901

The Receiver will have complete discretion over the criteria by
which an offer is selected.  The offers selected by the Receiver
will be presented to the Court subject to a confirmation process.

A hearing is set for April 15, 2015, at 1:30 p.m. to confirm the
winning offer.


REDONDO CONSTRUCTION: Court Rejects Motion in Compliance
--------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte denied the Motion in
Compliance with Opinion and Order filed by Redondo Construction
Corp. in its adversary proceedings against the Puerto Rico Highway
and Transportation Authority.

Each adversary proceeding corresponds to a different project where
Redondo intervened as a contractor: Adv. Proc. No. 03-00192
corresponds to project Desvio Sur de Patillas, Adv. Proc. No.
03-00194 corresponds to PR 2 Mayaguez, and Adv. Proc. No. 03-00195
corresponds to Dorado-Toa Alta.

On January 13, 2014, the Court entered an Opinion and Order in the
adversary proceedings granting Redondo pre-judgment interest at 6%
under Article 1061 of the Civil Code of Puerto Rico, 31 L.P.R.A.
Sec. 3025, with an accrual period starting from the stipulated
dates of substantial completion until PRHTA's final payment on the
principal of the principal amounts for each project.

In the Motion in Compliance, Redondo argued it is entitled to
extended home-office overhead damages for each of the three
projects.  For the PR-2 Mayaguez project, Redondo argues it is
entitled to damages for extended home-office overhead under the
percentage-of-direct-costs approach, whereas for the remaining two
projects, to wit, Desvio Sur de Patillas and Dorado-Toa Alta,
Redondo contends that PRHTA has conceded the claim for extended
home-office overhead damages because it forfeited the opportunity
granted by the court to file its brief on Redondo's overhead
damages5 and thus the overhead damages for those two projects are
uncontested.

PRHTA filed a Motion to Vacate Overhead Damages, contending that:
(a) "Redondo has already received payments for all extended
overhead damages for all claims per the Bankruptcy Court Judgment
for all adversary proceedings at issue"; (b) Redondo's "only proof
in support of the home office overhead is the application of the
Eichleay Formula" because it made "no reference whatsoever to proof
regarding the way [its] operational expenses were affected"; and
(c) "Redondo is not entitled to any extended home office overhead
damages, and the profit awards must be proportionately reduced".

A copy of the Court's Jan. 21, 2015 Opinion and Order is available
at http://is.gd/arCgtJfrom Leagle.com.

Redondo Construction Corporation has been in the construction
business for 30 years, and worked on many public and government
projects.  Redondo filed for chapter 11 protection (Bankr. D.P.R.
Case No. 02-02887) on March 19, 2002, and the Bankruptcy Court
confirmed the Debtor's chapter 11 plan on Oct. 6, 2005.


RESTORGENEX CORP: Ally Bridge Reports 9.4% Stake as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Ally Bridge Group Capital Partners II, L.P.,
and ABG II-USL1 Limited disclosed that as of Dec. 31, 2014, they
beneficially owned 1,775,000 shares of common stock of Restorgenex
Corporation representing 9.4 percent of the shares outstanding.  A
copy of the regulatory filing is available at http://is.gd/E28aPe

                         About RestorGenex

RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas.  The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014.  RestorGenex Corporation is based in Los Angeles,
California.

Restorgenex reported a net loss of $2.45 million in 2013 following
a net loss of $6.85 million in 2012.

The Company's balance sheet at Sept. 30, 2014, showed $50.5 million
in total assets, $7.74 million in total liabilities and $42.8
million in total stockholders' equity.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that RestorGenex Corporation has suffered recurring
losses and has negative cash flow from operations.  These
conditions, the auditors said, raise substantial doubt as to the
ability of RestorGenex Corporation to continue as a going concern.


REVEL AC: District Court Won't Halt Sale to Polo North
------------------------------------------------------
Chief District Judge Jerome B. Simandle in New Jersey denied
requests for a stay pending appeals of the Jan. 8, 2015 Order of
Bankruptcy Judge Gloria M. Burns, approving the sale and purchase
of the assets of Revel AC, Inc., et al., free and clear of liens,
claims, and encumbrances pursuant to 11 U.S.C. Sec. 363(f).

The Appellants are comprised of four groups, with both related and
distinct property interests in the Debtors' assets:

     1. IDEA Boardwalk, LLC, the Appellant in IDEA Boardwalk, LLC
v. Revel AC, Inc., Civil Action No. 15-299 (JBS), operated 3
nightlife venues within the Debtors' casino pursuant to an
agreement entered into on May 12, 2012.

     2. American Cut AC Marc Forgione, LLC, Azure AC Allegretti,
LLC, GRGAC1, LLC, GRGAC2, LLC, GRGAC3, LLC, Lugo AC, LLC, Mussel
Bar AC, LLC, PM Atlantic City, LLC, RJ Atlantic City, LLC, and The
Marshall Retail Group, LLC -- Amenity Tenants -- the Appellants in
American Cut AC Morgione LLC, et al. v Revel AC, Inc., Civil Action
No. 15xxx (JBS), similarly operated an array of food, liquor, and
retail establishments within the Debtors' casino, in connection
with multiple "Lease" Agreements.

     3. ACR Energy Partners, LLC -- the 365(h) Appellants -- the
Appellant in ACR Energy Partners, LLC v. Revel AC, Inc., Civil
Action No. 15-302 (JBS), acted as the Debtor's exclusive provider
of hot and chilled water, electric, and other power pursuant to an
Energy Sales Agreement dated April 11, 2011. In addition, ACR
agreed to construct and operate a central utility plant on property
leased by ACR from the Debtors pursuant to a Lease Agreement dated
April 8, 2011, in which ACR agreed to pay an annual rental rate of
approximately $198,000, payable in monthly installments of
approximately $16,500.

     4. International Game Technology, the Appellant in IGT v Revel
AC, Inc., Civil Action No. 15-317 (JBS), by contrast, sold gaming
machine to the Debtors, and provided the financing in connection
with such sale. As a result, IGT purports to hold a perfected
purchase money security interest in the provided equipment.

All argue that the Bankruptcy Court erred in entering a Sale Order
that dispossessed them of their purportedly protected property
right in the Debtor's Assets, without appropriately accounting for
and protecting such rights.

The 365(h) Appellants also argue that the Bankruptcy Court erred in
three, alternative respects:

     -- the 365(h) Appellants argue that the Bankruptcy Court erred
in permitting a sale of the Debtors' Assets free and clear of the
Appellants' leaseholds under section 363(f), despite their
purported right to possess under section 365(h);

     -- even if section 363(f) trumps the possessory interests
provided under section 365(h), the 365(h) Appellants, joined by
IGT, insist that the Bankruptcy Court erred in finding that the
Debtors met their burden to demonstrate the statutory prerequisites
for a sale free and clear of claims, liens, and/or encumbrances
under section 363(f)(1)-(5); and

     -- Appellants assert that the Bankruptcy Court permitted a
sale free and clear under section 363(f), without providing the
Appellants' adequate protection, as required under section 363(e).

As reported by the Troubled Company Reporter on January 6, 2015,
Judge Burns approved the the sale of Revel Casino Hotel to Florida
real-estate developer Glenn Straub -- through his Polo North
Country Club, Inc. -- for $95.4 million.

A report by Tom Corrigan, writing for The Wall Street Journal,
noted that Mr. Straub took the unusual step of objecting to a deal
with himself.  Judge Burns overruled the objection from Mr. Straub,
who sought to reduce the price of the resort to $87 million or void
the auction that ended with his $95.4 million offer being named the
backup bid.

In mid-2014, the Debtors moved for (i) authorization to implement
certain bid procedures in connection with the proposed sale of the
Debtors' assets, (ii) to schedule an auction and sale hearing,
(iii) approval of assignment procedures, and (v) authorization and
approval of the sale of the Debtors' assets free and clear of
liens, claims, encumbrances, and interests.

Despite receiving several bids prior to the initial auction date,
none constituted "Qualifying Bids" under the bidding procedures
approved by the Bankruptcy Court.  Nevertheless, the Debtors
continued to market the Debtors' assets, and ultimately reached an
agreement with Polo North Country Club, Inc. to act as the stalking
horse bidder in connection with a new auction of the Debtors'
assets.  

Following the Bankruptcy Court's approval of modified bid
procedures and of the stalking horse agreement with Polo North, the
Debtors conducted additional auctions on September 24, 2014,
September 30, 2014, and October 1, 2014. Thereafter, the Debtors
announced the selection of Brookfield US Holdings, LLC as the
successful bidder, with a bid of $110 million, thereby placing Polo
North's $94.5 million cash bid in the position of back-up winning
bidder.  About six weeks later, however, on November 19, 2014,
Brookfield repudiated its agreement to purchase the Debtors'
assets, and forfeited its $11 million deposit. The Bankruptcy Court
thereafter approved the Debtors' decision to terminate the
Brookfield sale. The Termination Order, however, preserved all
objections requiring further hearing under the Brookfield Sale
Order, and scheduled a hearing to approve a sale to Polo North for
January 5, 2015.

In advance of the hearing, Polo North filed an unusual objection to
the Debtors' motion to approve the Polo North sale. In addition,
Polo North submitted a proposed order, providing, in accordance
with the APA, that the Debtors' assets be transferred to Polo North
free and clear of liens, claims, encumbrances and interests, other
than Permitted Encumbrances and Assumed Liabilities. The proposed
order also provided, however, that that any existing lease, other
than those that constitute an Assumed Contract, be "deemed rejected
by the Debtors and the Assets shall be transferred to Polo North
free and clear of any interest of such non-Debtor party pursuant to
section 365(h)."

In the wake of Polo North's objection (and proposed order), the
section 365(h) Appellants similarly filed limited objections to the
Debtors' proposed sale to Polo North. The section 365(h) Appellants
specifically argued that section 365(h) forbade the Debtors from
selling the Debtors' assets free and clear of the their interests,
and alternatively argued that, in any event, the Debtors failed to
satisfy any of the necessary preconditions to a section 363(f)
sale. As a final alternative objection, the section 365(h)
Appellants argued that, in the event the Bankruptcy Court approves
a section 363(f) sale, they must receive adequate protection of
their interest pursuant to section 363(e). No present party
objected to the sale price as being insufficient, nor did they
object to the selection of the Awardee, Polo North.

The Debtors filed an omnibus reply to all of Appellants'
objections, arguing, in accordance with Polo North's proposed
order, that section 363(f) permits a sale free and clear of
leasehold interests despite section 365(h).  In addition, the
Debtors argued that "bona fide disputes exist with respect to the
validity of the leasehold interests" asserted by the Appellants,
and therefore insisted that the Debtors met their burden to
demonstrate one of the qualifying conditions for a free and clear
sale under section 363(f), namely, that the disputed interests
remain "in bona fide dispute," 11 U.S.C. section 363(f) --
arguments purportedly never before raised in connection with the
bankruptcy proceeding.

The Bankruptcy Court conducted a Polo North Sale Hearing over two
days, on January 5 and January 8, 2015.

                          About Revel AC

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

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

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

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

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

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

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


SCOOTER STORE: Bankruptcy Case Transferred to Judge Silverstein
---------------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware reassigned the Chapter 11 case of The
Scooter Store Holdings Inc. to the Hon. Laurie Selber Silverstein.

                     About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered in
New Braunfels, Texas, the Scooter Store has a nationwide network of
distribution centers that service products owned or leased by the
Company's customers.  It has 57 distribution centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington.
The closely held company listed assets of less than $10 million and
debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SCRUB ISLAND: Judge Caryl E. Delano Appointed as Mediator
---------------------------------------------------------
The Bankruptcy Court entered an order appointing the Hon. Caryl E.
Delano as a  judicial mediator in the Chapter 11 proceeding of
Scrub Island Development Group Limited, et al.

The mediation was to commenced on Dec. 9, 2014.  The parties are
ordered to comply with the requirements with respect to the
mediation as may be imposed by Judge Delano regarding a
pre-mediation conference, mediation submissions, or otherwise.

Each party are required to attend the mediation with counsel and
with the individual client or with a corporate client
representative with full and absolute authority to agree to a
mediated settlement.  If an impasse is reached with respect to the
mediation as a result of the failure of a party to comply with this
requirement, the party will be liable for sanctions to include
payment of all fees incurred by the other parties in connection
with the mediation.

Judge Delano will file a mediation report indicating whether all
required parties were present and had authority to settle the
contested matter.  The report will also indicate whether the matter
settled, was continued with the consent of the parties, or whether
the mediator declared an impasse.

As reported in the TCR on Dec. 9, 2014, the Debtors filed a motion
asking Court to consolidate consideration of evidence presented in
support of confirmation of the Chapter 11 Plan and the Lender
Liability Action with the Declaratory Action with respect to the
SIDG and FirstBank Puerto Rico.

On Oct. 31, 2014, FirstBank sought a declaration related to rights
of FirstBank and SIDG under that certain agreement for purchase
and sale dated Dec. 24, 2012, among FirstBank, SIDG, and Scrub
Island Utility (BVI) Ltd.  FirstBank sought a declaration that the
FirstBank Option Agreement is not executory.

The Court is hearing evidence related to confirmation of the First
Amended Joint Plan of Reorganization of the Debtors, and related
to Adversary Proceeding Number 8:14-ap-534 MGW.

The Debtors explained that the relief would avert a waste of
judicial resources, unnecessary costs and delay, and the potential
for inconsistent results in connection with confirmation and the
adversaries.

                         About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.



SCRUB ISLAND: Vehicle Acquisition Financing Gets Interim Approval
-----------------------------------------------------------------
U.S. Bankruptcy Judge Michael G. Williamson authorized, on an
interim basis, Scrub Island Development Group Limited, to obtain
financing amounting to $75,000, plus an advance for interest and
fees with RCB Equities #1, LLC on purchase money lien basis.

The Debtors would use the financing to fund the acquisition of the
vehicle.  The loan will be senior to all existing liens, including
any liens of FirstBank Puerto Rico.

The vehicle acquisition financing will bear interest at the rate of
2.0% per month on any outstanding advances under the vehicle
acquisition financing.

The Debtor, in its motion stated that it has previously borrowed
funds from RCB on a non-priming basis.  The Debtor also stated that
because the  vehicles will be newly purchased using funds other
than the proceeds of FirstBank's collateral, the vehicles will not
be subject to liens of FirstBank, and adequate protection within
the meaning of 11 U.S.C. Sec. 364(c) is not at issue.

The Debtors are represented by:

         Harley E. Riedel, Esq.
         Charles A. Postler, Esq.
         Daniel R. Fogarty, Esq.
         STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
         110 East Madison Street, Suite 200
         Tampa, FL 33602
         Tel: (813) 229-0144
         Fax: (813) 229-1811
         E-mail: hriedel@srbp.com
                 cpostler@srbp.com
                 dfogarty@srbp.com

                         About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island Construction
Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development scheduled $126 million in assets and $131
million in liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.



SHASTA ENTERPRISES: Brady Debunks Potential Conflict
----------------------------------------------------
Davis M. Brady of Cowan & Brady, Shasta Enterprises' proposed
bankruptcy co-counsel, responded objections to the Debtors'
application to employ Mr. Brady as counsel.

Mr. Brady said that a potential conflict does not automatically
require disqualification of the attorney.

The U.S. Trustee, in its objection, stated that, among other
things, the attorney represents JSR Properties, a separate entity
that owes money to the Debtor, making Mr. Brady a not
"disinterested person."

As reported in the Troubled Company Reporter on Jan. 5, 2015,
secured creditor Redding Bank of Commerce filed an objection to the
Debtor's application to employ Mr. Brady as bankruptcy co-counsel.
Redding Bank said that Mr. Brady's declaration of
"disinterestedness" became inaccurate when on Nov. 26, 2014, he
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code for JSR Properties.

The JSR Properties has listed Shasta Enterprises as an unsecured
creditor holding a promissory note with a claim amount of
$438,000.

As counsel for JSR Properties, Mr. Brady does indeed "hold or
represent an interest adverse to the estate" of Shasta
Enterprises, and thus fails one of the two preconditions to
employment pursuant to Bankruptcy Code Section 327(a).

The U.S. Trustee pointed out that the application does not appear
to address counsel's concurrent representation of JSR.  JSR and the
Debtor appear to be related entities. They share the same principal
-- Antonio Rodriguez.  It further appears that JSR owes money
($438,000) to the Debtor.

                          The Application

As reported in the TCR on Nov. 27, 2014, the Debtor is asking the
Bankruptcy Court for permission to employ Mr. Brady as bankruptcy
co-counsel.

Mr. Brady will work with Douglas B. Jacobs of Jacobs, Anderson,
Potter and Chaplin LLP to pursue the Chapter 11 matter.  The firms
will avoid any duplication in efforts.

The Debtor agreed that Brady will be paid its normal actual time
charges and disbursements, with all fees and costs.  Brady's
current hourly rate is $325.

Prior to the Petition Date, Brady received $30,000.  After
application of fees, the retainer has a balance of $23,000.

To the best of the Debtor's knowledge, Brady is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     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 $33.4 million and total debt of
$21.5 million.  The petition was signed by Antonio Rodriguez,
general partner.

Hank Spacone was appointed as Chapter 11 trustee for the Debtor.



SHASTA ENTERPRISES: Jacobs Says It Shouldn't Be Disqualified
------------------------------------------------------------
Douglas B. Jacobs, Shasta Enterprises' proposed bankruptcy counsel,
responded to objections to the Debtor's application to employ Mr.
Jacobs.

The objections were filed by the U.S. Trustee and Redding Bank of
Commerce.

According to Mr. Jacobs, the general rule is that the Court has
wide latitude to determine if an attorney should or should not be
disqualified.

In this relation, a potential conflict does not automatically
disqualify an attorney to represent two associate Chapter 11
debtors where one rented property to the other.

Mr. Jacobs added that he consents to filing a notice of potential
conflict be provided to all of the Debtor's creditors with
sufficient information to fully advise then of the possible
conflict of interest in the matter

As reported in the TCR on Jan. 5, 2015, Redding Bank, a secured
creditor, said that Mr. Jacobs' declaration of disinterestedness
became inaccurate when on Nov. 26, 2014, he filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code for JSR
Properties.  Shasta Enterprises was identified on Schedule F filed
in the JSR Properties case as an unsecured creditor holding a
promissory note with a claim amount of $438,000.  As counsel for
JSR Properties, Mr. Jacobs does indeed "hold or represent an
interest adverse to the estate" of Shasta Enterprises, and thus
fails one of the two preconditions to employment pursuant to 11
U.S.C. Sec. 327(a).

                          The Application

As reported in the TCR on Nov. 27, 2014, the Debtor is seeking
permission to employ Mr. Jacobs of Jacobs, Anderson, Potter &
Chaplin, LLP.

The Debtor has agreed to pay the firm's $325 hourly rate in
exchange for the services.  Prior to the Petition Date, the firm
received $5,557 for prepetition professional fees.  There remains
a $24,442 balance of the retainer after application of expenses.

To the best of the Debtor's knowledge, Jacobs is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     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 $33.4 million and total debts of
$21.5 million.  The petition was signed by Antonio Rodriguez,
general partner.

Hank Spacone was appointed as Chapter 11 trustee for the Debtor.



SIGA TECHNOLOGIES: Has Until May 14 to Propose Chapter 11 Plan
--------------------------------------------------------------
Bankruptcy Judge Sean H. Lane extended Siga Technologies, Inc.'s
exclusive periods to file a chapter 11 plan until May 14, 2015, and
solicit acceptances for that plan until July 13.

The Court has considered the Debtor's motion at a hearing held Jan.
13.

The Debtor, in its reply to the objection of the Statutory
Creditors' Committee to its motion, stated that the Committee
retained professionals, and filed the objection to the motion for
exclusivity extension in an attempt to usurp control of the case
for the sole benefit of PharmAthene, Inc.

The Debtor also said that the facts show that the Debtor's
requested extensions of the exclusive periods are warranted and
appropriate to protect the viability of SIGA's business enterprise,
its value, and the interests of all economic stakeholders,
including its public shareholders.

The Committee opposed the exclusivity motion because SIGA's
contentions are demonstrably incorrect, and its
position—stalling—is unfair and prejudicial to creditors and
the enterprise.

                    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 $132 million and $7.95 million
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: Lease Decision Period Extended Until April 15
----------------------------------------------------------------
Bankruptcy Judge Sean H. Lane extended until April 14, 2015, Siga
Technologies, Inc.'s time to assume or reject unexpired leases of
nonresidential real property.

                     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 $131.7 million and $7.95
million 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.



SOURCE HOME: Asks Court to Extend Deadline to Remove Suits
----------------------------------------------------------
Source Home Entertainment LLC has filed a motion seeking additional
time to remove lawsuits involving the company and its affiliates.

In its motion, the company asked the U.S. Bankruptcy Court in
Delaware to move the deadline for filing notices of removal of the
lawsuits to May 19, 2015.

Some of the lawsuits involving the companies are subject to removal
pursuant to section 1452 of the U.S. Bankruptcy Code, which applies
to claims related to bankruptcy cases, according to the court
filing.

A court hearing to consider the motion is scheduled for Feb. 20.
Objections are due by Jan. 30.

                 About Source Home Entertainment
                       and Source Interlink

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

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

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

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

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


ST MARY'S HOSPITAL: Urena and Faltas-Fouad Suits Remanded
---------------------------------------------------------
Eunise Urena and Dr. Faltas-Fouad seek to hold Princeton Insurance
Company; St. Mary's Hospital, Passaic, N.J., et al., responsible
for providing Dr. Faltas-Fouad with malpractice insurance that
would cover costs and liabilities she may incur in a separate
medical malpractice action pending in state court. Plaintiffs
originally filed their lawsuits in state court and Defendant St.
Mary's Hospital timely removed. St. Mary's contends that the New
Jersey District Court possesses federal bankruptcy jurisdiction
under 28 U.S.C. Sec. 1334(b) because the contracts Plaintiffs seek
to enforce were rejected in a St. Mary's plan of reorganization
that the bankruptcy court confirmed in 2010.

New Jersey District Judge William J. Martini concludes that while
Plaintiffs' actions 'relate to' St. Mary's bankruptcy, thereby
creating jurisdiction under Sec. 1334(b), they nonetheless must be
remanded pursuant to the doctrine of mandatory abstention.  Judge
Martini granted Plaintiffs' motions to remand.

A copy of the Court's January 20, 2015 Opinion is available at
http://is.gd/2OVXtNfrom Leagle.com.

The cases are, SUZAN FALTAS-FOUAD, M.D., Plaintiff, v. ST MARY'S
HOSPITAL, PASSAIC, N.J., A New Jersey Non-Profit Corporation
Defendant. EUNISE URENA, As Guardian and Proposed Administratrix of
the Estate of Nativad Abreu, Plaintiff, v. PRINCETON INSURANCE
COMPANY; ST. MARY'S HOSPITAL, PASSAIC, N.J., et al., Defendants,
CIV. NOS. 2:14-5228 (WJM), 2:14-06021 (WJM)(D. N.J.).

              About St. Mary's Hospital, Passaic, N.J.

St. Mary's Hospital, Passaic, N.J., filed for Chapter 11
protection (Bankr. D.N.J. Case No. 09-15619) on March 9, 2009.
Joseph Lubertazzi, Jr., Esq., at McCarter & English assists the
hospital in its restructuring effort.  St. Mary's listed assets of
$70.8 million and debts of $128 million.

St. Mary's plan of reorganization was approved by the Hon. Morris
Stern of the U.S. Bankruptcy Court in Newark in February 2010.


ST. CHARLES PARISH: Moody's Puts Ba1 Rating on Review for Downgrade
-------------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the rating of St. Charles Parish Hospital Service
District 1's, LA, General Obligation debt outstanding affecting
$22.3 million in rated debt. The outlook takes into consideration
an additional $26.1 million in outstanding parity debt that is not
rated by Moody's. The bonds are secured by and payable from
unlimited ad valorem taxation.

Summary Rating Rationale

The Ba1 rating primarily reflects the hospital's exceptionally
narrow liquidity position, very weak operating performance driven
by declining inpatient admissions, and a high debt load for this
small sized hospital. The current rating is bolstered by the
strength of the Louisiana unlimited tax pledge securing the
outstanding bonds, a relatively stable economy that has
concentration in the oil and gas sector, and a recent management
agreement with Ochsner Health System. The rating also takes into
consideration the lock-box nature of the pledge as property tax
collections are sent directly to a trustee for debt service
requirements prior to flowing to the district.

Outlook

Moody's places under review the current Ba1 rating for possible
downgrade as there is uncertainty regarding the district's fiscal
2014 financial performance, liquidity position, and impact of the
recent management agreement signed with Oschner Health System.

What Could Make The Rating Go Up

-- Trend of positive operating cash flow generation that lead to
    building and maintaining cash reserves at adequate levels

-- Continued growth and diversification of the district's tax
base

-- Decline in the district's debt profile

What Could Make The Rating Go Down

-- Continued weakness in the district operating performance

-- Any further decline in liquidity

-- Contraction of the tax base

-- Significant debt issuance that increases district's debt
profile

Obligor Profile

The district is a parish-wide hospital service district located in
the Parish of St. Charles, LA. The parish is located in the
southern portion of Louisiana and is considered a part of the New
Orleans Metropolitan area. The district has an area of roughly 295
square miles and an estimated population of 52,681.

Legal Security

The bonds are payable from the annual levy and collection of
unlimited ad valorem taxes on all the taxable property within the
boundaries of the district sufficient to pay the bonds in principal
and interest as they mature.

Use Of Proceeds

Not Applicable.

Principal Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.



STEARNS HOLDINGS: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service, affirmed Stearns Holdings, Inc's B2
corporate family and senior secured ratings. The outlook is
stable.

Ratings Rationale

The affirmation reflects Stearns' adequate profitability as
reflected by the company's 1.96% net income to average managed
assets for the nine months ended 30 September 2014 resulting from
its prompt rightsizing of operating costs amid a decline in
industry origination volume. Moody's believe Stearns' capital level
is adequate while the company's leverage has increased (i.e.
tangible common equity to tangible assets declined to 12.9% as of
September 30, 2014 from 19.8% as of yearend) as the assets growth
outpaced growth in equity capital.

The stable outlook reflects Moody's expectation that Stearns will
be able to profitably grow while employing modest leverage.

The company's B2 ratings are constrained by its transitioning
strategic direction (retaining MSRs, growth aspirations, new
management team), limited franchise positioning in the highly
competitive residential mortgage originations market, and confined
financial flexibility due to reliance on short-term secured bank
warehouse facilities to finance the company's mortgage
originations. Given the company's transitioning strategic
direction, an upgrade is unlikely at this time.

Negative ratings pressure could develop 1) if the company is unable
to achieve sustained net income to average assets above 2.0%, 2) if
leverage increased materially (i.e. if tangible common equity to
tangible assets drops below 7.5%), or 3) if liquidity and available
warehouse funding facilities materially decline.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.



STEPHEN YELVERTON: Case vs. Siblings Won't Proceed as Class Suit
----------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr. denied a motion by Yelverton
for the certification of an adversary proceeding -- he filed
against his sisters, Deborah Marm and Phyllis Edmundson, asserting
various business law and tort causes of action -- as a class action
on behalf of all creditors and to amend the amended complaint to
bring class allegations.

"Because the amended complaint fails to state a claim upon which
relief can be granted, there is no point in making such a
certification. Moreover, Yelverton is not an attorney who is a
member of the bar of the district court of which this court is a
unit under 28 U.S.C. Sec. 151 and thus he is not authorized to
represent any such creditors in this adversary proceeding," the
judge held.

The decision was handed down in In re STEPHEN THOMAS YELVERTON,
Chapter 7 Debtor. STEPHEN THOMAS YELVERTON, Plaintiff, v. DEBORAH
MARM and PHYLLIS EDMUNDSON, Defendants, CASE NO. 09-00414,
ADVERSARY PROCEEDING NO. 14-10024, (Bankr. Columbia).

A copy of the judge's Dec. 11, 2014 Memorandum Decision is
available at http://is.gd/elDubefrom Leagle.com.


SUPPLEMENTWAREHOUSE.COM: Case Summary & 20 Top Unsec. Creditors
---------------------------------------------------------------
Debtor: SupplementWarehouse.com Inc.
        2440 Corporate Preserve Drive, Suite 100
        Oak Creek, WI 53154

Case No.: 15-20569

Chapter 11 Petition Date: January 24, 2015

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Forrest B. Lammiman, Esq.
                  MELTZER, PURTILL & STELLE LLC
                  300 S. Wacker Drive, Suite 350
                  Chicago, IL 60606-6704
                  Tel: 312-987-9900
                  Email: flammiman@mpslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert Lauby, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wieb15-20569.pdf


TRAVELPORT WORLDWIDE: Hikes Revolving Credit Facility by $25MM
--------------------------------------------------------------
Travelport Worldwide Limited, on Jan. 16, 2015, entered into an
incremental amendment among Travelport Finance (Luxembourg)
S.a.r.l., Travelport Limited, UBS AG, Stamford Branch, Deutsche
Bank AG New York Branch, and consented and agreed to by Deutsche
Bank AG New York Branch, Credit Suisse AG, Cayman Islands Branch
and Morgan Stanley Senior Funding, Inc., to the Company's credit
agreement, dated as of Sept. 2, 2014.  The Amendment, among other
things, (i) increases the amount of revolving credit commitments by
$25 million for total revolving credit commitments of $125 million
under the Credit Agreement and (ii) designates UBS as an additional
letter of credit issuer under the Credit Agreement and reallocates
the letter of credit sub-limit among the letter of credit issuers.

Certain of the agents and lenders party to the Amendment, and their
respective affiliates, have performed, and may in the future
perform, various commercial banking, investment banking and other
financial advisory services for the Company and its subsidiaries
for which they have received, and will receive, customary fees and
expenses.

                    About Travelport Worldwide

Travelport Worldwide Limited is a travel commerce platform
providing distribution, technology, payment and other solutions
for the global travel and tourism industry.

The Company's balance sheet at Sept. 30, 2014, showed $2.99
billion in total assets, $3.20 billion in total liabilities and a
$210 million total deficit.

                           *     *     *

As reported by the TCR on Sept. 8, 2014, Standard & Poor's Ratings
Services raised to 'B-' from 'CCC+' its long-term corporate credit
ratings on U.K.-based travel services provider Travelport
Worldwide Limited and its new wholly owned financing entity,
Travelport Finance (Luxembourg) S.a.r.l. (Travelport Finance).
The outlook is stable.


TURNER GRAIN: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------
The U.S. Trustee for Region 13 appointed three creditors of Turner
Grain Merchandising, Inc., to serve on the official committee of
unsecured creditors:

     (1) Southern Rice & Cotton, LLC
         c/o Lyndsey D. Dilks
         P.O. Box 26426
         Little Rock, AR 72221
         Tel: 501-312-0010
         Email: ldilks@luekendilkslaw.com

     (2) Delta Grain Marketing, LLC
         c/o Bryant Marshall
         P.O. Box 4034
         Jonesboro, AR 72403
         Tel: 870-932-8137
         Email: Bryant@marshallattorney.net

     (3) Reid and Lynn Grizzle Partnership
         8189 Highway 302
         Brinkley, AR 72021
         c/o Kimberly Wood Tucker and Seth Jewell
         200 W. Capitol Ave., Suite 2300
         Little Rock, AR 72201
         Tel: 501-371-0808
         Email: ktucker@wlj.com

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

                       About Turner Grain

Turner Grain Merchandising, Inc., sought bankruptcy protection
(Bankr. E.D. Ark. Case No. 14-bk-15687) in Helena, Arkansas, on
Oct. 23, 2014.

Kevin P. Keech, the court-appointed receiver of the Debtor, sought
and obtained permission to employ Keech Law Firm, P.A. as
attorneys.


U.S. CELLULAR: Fitch Rates $225-Mil. Sr. 7-Year Loan 'BB+'
----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to United States Cellular
Corp.'s (USM) senior unsecured, seven-year term loan for up to $225
million.  Proceeds will be used for general corporate purposes,
including capital expenditures and potential spectrum purchases.

USM's Issuer Default Rating (IDR) is 'BB+' with a Stable Outlook.
USM's ratings consider the consolidated ratings at its parent
Telephone and Data Systems, Inc. (TDS), which also has an IDR of
'BB+' and a Stable Rating Outlook.

KEY RATING DRIVERS

The 'BB+' IDR reflects the challenges USM's wireless operations
face in the highly competitive wireless environment, which has led
to weak EBITDA margins and lower EBITDA.  While subscriber trends
in core markets have begun to stabilize in the second half of 2014
(2H'14), operating profitability in 2014 is expected to be
suppressed due to billing system issues early in the year as well
as higher losses on equipment driven by strong smartphone sales.

Postpaid subscriber additions at USM have been under material
pressure for several years.  In 4Q'13, USM began selling the iPhone
which Fitch believes may reduce voluntary churn over time, and
should the company succeed in improving gross additions, may
eventually lead to subscriber growth.  As results stabilize and
potentially improve, increased losses on equipment are expected as
USM loads more costly 4G LTE smartphones onto its network, with the
impact being offset by increased service revenue over time. Losses
on equipment could come down if there is a strong uptake of
equipment installment plans.

The ratings at TDS and USM reflect the current strong liquidity
position owing to substantial cash balances, conservative balance
sheet, undrawn revolving credit facilities and long-dated
maturities.  The consolidated company does not have any material
maturities until 2033.

Fitch expects TDS's gross leverage to rise to approximately 3x-3.1x
at year-end 2014, up from 2.1x at year-end 2013.  Fitch has
included a portion of partnership distributions (at a level which
Fitch views is sustainable) received from entities it does not
control in its calculations.  Assuming participation in upcoming
wireless spectrum auctions, the sale of its non-core tower business
and continued wireless network investment, Fitch expects leverage
to remain around the 3x-3.1x level in the intermediate term.

Fitch expects free cash flow (FCF) levels in 2014 and 2015 to be
negative due to the continued high level of capital investment and
weaker wireless performance.

The sale of noncore assets has mitigated the effect of negative FCF
on USM and TDS.  USM is in the process of selling the wireless
towers located in the Chicago and St. Louis markets that were sold
to Sprint.  This follows the sale of certain wireless spectrum
licenses in 2013 and 2014 for more than $400 million.

In relation to its total outstanding debt of $1.72 billion at Sept.
30, 2014, TDS has relatively high balances of cash and short-term
investments, which amounted to $573 million and $40 million,
respectively.

Per policy, the company's maturities are very long.  The earliest
notes at TDS are due in 2045 ($116 million) and at USM the earliest
maturity is in 2033 ($532 million).  At TDS, the $400 million,
undrawn revolving credit facility matures in December 2017, and at
USM, the $300 million undrawn revolving credit facility matures in
December 2017 as well.

RATING SENSITIVITIES

Negative Rating Action: Longer term, Fitch believes TDS's and USM's
ability to grow revenues and cash flows while competing effectively
against much larger national operators is key to maintaining their
'BB+' IDRs.  In addition, if gross leverage--calculated including
partial credit for material wireless partnership distributions in
EBITDA--approaches 3.5x, a negative action could be contemplated.

Positive Rating Action: Fitch believes that competitive factors,
current subscriber trends and the company's relative position in
the wireless industry would not likely allow a positive rating
action at this time.



U.S. COAL: Premium Finance Deal With IPFC Corp. Okayed
------------------------------------------------------
The Hon. Tracey N. Wise of the U.S. Bankruptcy Court for the
Eastern District of Kentucky authorized Licking River Resources,
Inc., and its debtor-affiliates to enter into and perform under a
Premium Finance Agreement with IPFS Corporation.  The Court also
authorized the Debtors to make all the required payments and grant
first-priority liens and security interests.

As reported in the Troubled Company Reporter on Jan. 19, 2015, in
the ordinary course of their businesses, the Debtors maintain
multiple types of insurance.  As the parent entity, U.S. Coal has
historically obtained policies providing coverage for certain of
the related Debtors as applicable and necessary.  When larger
policies are required, U.S. Coal has historically financed the
premiums.  The Debtors' automobile, general liability, and umbrella
policies were set to expire on Dec. 31, 2014, if they were not
renewed.

The Debtors have worked diligently with their insurance broker to
obtain the requisite insurance policies and to obtain financing for
the related premiums.  After considering all potential options, the
Debtors have determined in the exercise of their business judgment
that it is in the best interests of their estates, creditors, and
all other parties in interest to obtain the requisite automobile,
general liability, and umbrella insurance policies identified in
the Agreement from Great Midwest Insurance Co. / HIIG Underwriters
Agency Inc. and to finance the related premiums under the Agreement
with the Lender.

Under the terms of the Agreement, the financed premiums for the
Policies total $242,000.  Debtor U.S. Coal is required by the
Agreement to make a required cash down payment of $72,600, leaving
a balance of $169,000 to be financed by the Lender.  Following the
Down Payment, the Agreement requires U.S. Coal to pay eight monthly
installments of $21,800 to the Lender beginning on Feb. 1, 2015.
The installments will accrue interest at a rate of 7.40%, which
will yield a total financing charge of $4,730.  

To secure payment of all amounts due under the Agreement, the
Lender will be granted a security interest in all right, title, and
interest to the Policies, including: (a) all money that is or may
be due insured because of a loss under such policy that reduces the
unearned premiums (subject to the interest of any applicable
mortgagee or loss payee); (b) any unearned premium under each such
policy; and (c) interests arising under a state guarantee fund.

To ensure there would be no lapse in coverage while the Agreement
and insurance premium financing contemplated thereunder were
presented to this Court, the Debtors renewed the Polices in
December and will pay the Lender $24,200 by Dec. 30, 2014 to
confirm that renewal, both in the ordinary course of their
business.  This payment amount will be credited against the Down
Payment of $72,600 required by the Agreement if the Agreement is
approved.

The Lender has specifically conditioned its consent to enter into
the Agreement upon the Debtors' agreement to the following terms
contemplated in the proposed order tendered herewith, which are
acceptable to the Debtors:

     a) The Agreement grants the Lender a lien and security
        interest in any unearned premium under the Policies
        identified in the Agreement.  Prior to its entry into the
        Agreement, the Lender requires that the Court shall have
        ordered that the Lender's lien and security interest in
        all unearned premiums under the Policies identified in the

        Agreement shall be senior to any security interests and/or
        liens on those assets granted to any other secured
        creditors in the Debtors' cases.

     b) The Agreement grants the Lender a lien and security
        interest in all loss payments under the Policies that
        reduce unearned premiums.  Prior to its entry into the
        Agreement, the Lender requires that the Court shall have
        ordered that the Lender's lien and security interest in
        any loss payments under the Policies shall be senior to
        any security interests and/or liens on those assets
        granted to any other secured creditors in the Debtors'
        cases, but shall be subject to the interest of any
        mortgagees or other payees.

     c) Prior to its entry into the Agreement, the Lender requires
        that the Court will have ordered that the Lender's liens
        and security interests shall be deemed fully perfected
        without further action by the Lender after entry of an
        order granting the Motion.

     d) In the event of a default by the Debtors in making the
        monthly payments under the Agreement, but subject to a 10-
        day notice and cure period, the Agreement allows the
        Lender to cancel the insurance Policies identified in the
        Agreement and apply to the Debtors' account the unearned
        premiums and, subject to the rights of mortgagees or other
        loss payees, any loss payments which reduce the unearned
        premiums.  Prior to its entry into the Agreement, the
        Lender requires that the Court shall have ordered that the
        Lender may exercise its rights under the Agreement in the
        event of such default without moving for relief from the
        automatic stay of 11 U.S.C. Sec. 362 and without further
        order of the Court.

     e) Prior to its entry into the Agreement, the Lender requires
        that the Court shall have ordered that, in the event that
        unearned premiums or other amounts due under the Policies
        are insufficient to pay the total amount owing by the
        Debtors to the Lender, any remaining amount owing to the
        Lender, including reasonable attorneys' fees and costs,
        will be deemed an administrative expense of these Estates
        entitled to priority over any and all administrative
        expenses of the kind specified in 11 U.S.C. Sec. 503(b) or
        507(b), pursuant to 11 U.S.C. Sec. 364(c)(1), whether
        incurred in the Debtors' Chapter 11 cases or after
        conversion of the cases to cases under Chapter 7 of the
        Bankruptcy Code.

     f) Prior to its entry into the Agreement, the Lender requires
        that the Court shall have ordered that any monies due
        under the Agreement not otherwise satisfied through
        unearned premiums or through payment of an allowed
        administrative claim filed by the Lender will not be
        subject to discharge or release in the Chapter 11
        proceedings or any corresponding Chapter 7 proceedings,
        notwithstanding any provision to the contrary set forth in
        any Chapter 11 Plan or Confirmation Order entered in the
        Chapter 11 cases.

The Debtors believe that the terms are commercially fair reasonable
and appropriate under the circumstances and that the Lender is
extending financing under the Agreement in good faith.

                 About U.S. Coal and Licking River

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

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

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

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

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

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


U.S. FARATHANE: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned U.S. Farathane, LLC (USF)
first-time ratings including a B2 Corporate Family Rating (CFR) and
B2-PD Probability of Default Rating. Moody's also assigned a B2
rating to the company's new $390 million senior secured first lien
term loan. USF utilized the proceeds from the term loan, a $20
million drawdown on its new $80 million asset-based revolver and an
equity contribution to fund the approximate $700 million
acquisition of the company by the Gores Group (Gores). The rating
outlook is stable.

Moody's assigned the following ratings to U.S. Farathane, LLC :

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

Senior Secured First Lien Term Loan, B2, LGD4

Rating outlook is Stable

Ratings Rationale

USF's B2 CFR incorporates its rapid growth into a leading supplier
of functional black molded plastic products to the major US
automotive Original Equipment Manufacturers (OEMs), tempered by the
company's high leverage, significant customer concentration, and
exposure to cyclical auto sales. USF's design and development of
highly customized solutions is driving new platform wins and
increasing market share, although Moody's believes the company's
expansion will taper substantially. Customer relationships are
enhanced by product offerings that reduce labor and part costs
while diminishing noise, vibration and rattle (NVH), lowering
vehicle weight and enhancing aerodynamics. USF's multiple processes
(high tonnage and single-and multi-shot injection) provide broad
product capabilities. Revenue visibility is good for the next three
years and supports modest growth given existing booked platform
contracts and third party production estimates.

The rating is constrained due to exposure to the automotive cycle
and the company's modest scale, with 2014 revenues expected to be
near $500 million and no meaningful overseas business. USF's low
leverage leading into the prior downturn, and good cost discipline
allowed it to manage through the recession better than some
competitors even though its sales dropped by approximately 17-18%
in both 2008 and 2009. The company was able to pick up business
from suppliers that shut down, and this along with key platform
wins drove significant growth as vehicle sales recovered. Moody's
believes that the company's higher debt-to-EBITDA leverage of
approximately 4x (projected 2014 incorporating Moody's standard
adjustments) provides less flexibility to manage future downturns.
Event risk related to debt-funded acquisitions or potential
shareholder distributions is also elevated under private equity
ownership. USF generates roughly 90% of its revenue from General
Motors, Ford and Chrysler and the significant customer
concentration is a credit risk as production cutbacks, platform
losses, or pricing pressure would cause a disproportionate impact
on USFs revenues and earnings.

Moody's views the company's liquidity as good. Cash flow from
operations should exceed total capex in 2015, and maintenance capex
is projected to be less than 2% of annual revenue. Moody's projects
USF's approximate $7-10 million of free cash flow in 2015, and grow
thereafter, will be sufficient to fund the 1% required annual term
loan amortization. Working capital will consume some cash, but is
potentially volatile. USF will have availability of $60 million at
closing under its $80 million five-year ABL revolver, and will be
used primarily for modest working capital needs as well as growth
capex and modestly sized acquisitions. The borrowing base
comfortably exceeds the revolver commitment. The term loan has a
maximum leverage covenant, under which USF will have a reasonable
initial cushion. Finally, with all wholly owned domestic assets
pledged to the ABL there is little alternative sources for
liquidity.

The term loan has a second lien on receivables, inventory and
tooling and a first lien on substantially all other assets. Moody's
believes the ABL security package is stronger, and ranks the term
loan behind the revolver in Moody's loss given default framework.
Because the term loan represents the bulk of the debt, the B2
instrument rating is the same as the CFR.

The stable rating outlook incorporates Moody's expectation that USF
will generate positive free cash flow while growing modestly and
maintaining solid relationships with its OEM clients. Moody's also
anticipates debt-to-EBITDA leverage will decline to approximately
3.8x in 2015 through earnings growth and modest required term loan
payments.

Moody's would likely adjust the rating lower should USF's free cash
flow were to weaken, liquidity deteriorates, or debt-to-EBITDA
leverage increased above 5x due to operating weakness, merger or
acquisition activity, or payments to equity owners. Customer or
platform losses, production cuts, or pricing pressure would also
increase downward pressure on the rating.

A higher rating is unlikely given the company's modest scale and
high customer concentration. However, Moody's would consider an
upgrade if USF continues to profitably increase its scale, improves
customer and platform diversity, sustains and grow free cash flow,
and reduces debt-to-EBITDA leverage.

US Farathane is headquartered in Auburn Hills, Michigan and
operates ten manufacturing facilities throughout the United States.
The company is a solutions partner to the North American automotive
OEM's providing functional black plastic, and interior and exterior
plastic components. US Farathane customers include Chrysler, Ford,
General Motors, Honda, Toyota and several other large global OEM's.
Moody's forecasts annual revenue of about $510 million in 2015.

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



VERMILLION INC: Matthew Strobeck Held 7.3% Stake at Dec. 23
-----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Matthew Strobeck disclosed that as of Dec. 23,
2014, he beneficially owned 3,165,180 shares of common stock of
Vermillion, Inc., representing 7.3 percent of the shares
outstanding.  Birchview Capital, LP, also owned 3,134,180 shares as
of that date.  A copy of the regulatory filing is available for
free at http://is.gd/thmU8y

                         About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-11091) on March 30, 2009.  Vermillion's legal
advisor in connection with its successful reorganization efforts
wass Paul, Hastings, Janofsky & Walker LLP.  Vermillion emerged
from bankruptcy in January 2010.  The Plan called for the Company
to pay all claims in full and equity holders to retain control of
the Company.

Vermillion incurred a net loss of $8.81 million in 2013, a net
loss of $7.14 million in 2012 and a net loss of $17.8 million in
2011.

As of Sept. 30, 2014, Vermillion had $18.4 million in total
assets, $5.83 million in total liabilities and $12.6 million in
total stockholders' equity.


WET SEAL: Final DIP Hearing Set for Feb. 5
------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware gave The Wet Seal, Inc., et al., interim
authority to obtain postpetition loans from B. Riley Financial,
Inc., and Bank of America, N.A., and scheduled a final hearing on
the DIP requests for Feb. 5, 2015, at 2:00 p.m. (prevailing Eastern
time).

The Debtors were given interim authority to obtain (i) from B.
Riley up to $1 million; and (ii) from BofA, as DIP L/C Issuer up to
$18.3 million.

As previously reported by The Troubled Company Reporter, B. Riley
serves as DIP Lender under the Senior Secured, Super-Priority
Debtor-in-Possession Credit Agreement, dated as of Jan. 15, 2015.
The DIP Financing Agreement provides for a senior secured,
super-priority credit facility of up to $20.0 million on the
closing date of the DIP Financing, and the availability of which is
reduced by an $5.0 million availability block, which Availability
Block is subject to reduction at the sole discretion of the
Lender.

BofA is the L/C Issuer under the Senior Secured, Super-Priority
Debtor-in-Possession Letter of Credit Agreement, dated as of
Jan. 15, 2015.  The DIP L/C Agreement provides for a senior
secured, super-priority debtor-in-possession letter of credit
facility of up to approximately $18.3 million on the closing date
of the DIP LC Financing.

The Debtors are also given interim authority to use cash collateral
securing their prepetition indebtedness from B. Riley and BofA.

Objections to the entry of the proposed final order must be
submitted no later than Jan. 29.  If no objections are filed and
served on or before the deadline, no final hearing may be held and
a separate final order may be presented jointly by the Debtors and
by the DIP L/C Issuer and entered by the Court.

Versa Capital Management, LLC, which submitted to the Debtors a
proposal for an alternative DIP Term Loan and plan sponsorhip, asks
the Court to either deny the DIP Motion or approve the DIP Motion
substituting Versa as the DIP Lender and plan sponsor.

Versa complains that the prepetition connections between the
Debtors and B. Riley must be scrutinized before B. Riley's
comprehensive scheme for acquiring the Debtors' assets is permitted
to proceed.  Versa points out that it appears that B. Riley acted
as the Debtors' financial advisor and agent, and as recently as
Sept. 30, 2014, held more than 125,000 shares of the Debtors.

Counsel for the DIP Lender:

         Van C. Durrer, II, Esq.
         SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
         300 South Grand Avenue, Suite 3400
         Los Angeles, CA 90071
         E-mail: van.durrer@skadden.com

Counsel for the Prepetition Secured Parties:

         Steven E. Fox, Esq.
         RIEMER & BRAUNSTEIN LLP
         Times Square Tower
         Seven Times Square, Suite 2506
         E-mail: sfox@riemerlaw.com

            -- and --

         Steven K. Kortanek, Esq.
         WOMBLE CARLYLE SANDRIDGE & RICE, LLP
         222 Delaware Avenue, Suite 1501
         Wilmington, DE 19801
         E-mail: skortanek@wcsr.com

Counsel for Versa Capital:

         Domenic E. Pacitti, Esq.
         KLEHR HARRISON HARVEY BRANZBURG LLP
         919 N. Market Street, Suite 1000
         Wilmington, DE 19801
         Tel: (302) 426-1189
         Fax: (302) 426-9193
         E-mail: dpacitti@klehr.com

            -- and --

         Morton Branzburg, Esq.
         KLEHR HARRISON HARVEY BRANZBURG LLP
         1835 Market Street, Suite 1400
         Philadelphia, PA 19103
         Tel: (215) 569-2700
         Fax: (215) 568-6603
         E-mail: mbranzburg@klehr.com

            -- and --

         Nancy A. Peterman, Esq.
         GREENBERG TRAURIG, LLP
         77 West Wacker Drive, Suite 3100
         Chicago, IL 60601
         Tel: (312) 456-8400
         Fax: (312) 456-8435
         E-mail: petermann@gtlaw.com

                          About Wet Seal

The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081
to
15-10084) on Jan. 15, 2015.  The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old.  Wet Seal
listed total assets of $92.8 million and total liabilities of
$103.4 million as of Nov. 1, 2014.  

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor.  The
Debtors' investment banker is Houlihan Lokey.  The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.


YARWAY CORP: Modifies Disclosure Statement, PI Panel Supports Plan
------------------------------------------------------------------
Yarway Corporation and its parent Tyco International plc modified
the disclosure statement explaining the Chapter 11 plan of
reorganization for Yarway on the eve of the Jan. 26 hearing on the
approval of the disclosure statement.

The centerpiece of the Plan is the establishment of a trust under
Section 524(g) of the Bankruptcy Code that will channel all current
asbestos-related claims and future asbestos-related demands to the
Asbestos Personal Injury Trust.  The scope of the injunction will,
among other things, cover all current and future asbestos-related
personal injury and wrongful death claims, demands and causes of
action based in whole or in part on actual or alleged conduct or
products of Yarway or Gimpel Corporation.

The Asbestos Personal Injury Trust will be funded primarily with
$325 million in cash contributed by Yarway and by Tyco on behalf of
themselves and certain other Protected Parties pursuant to the
Settlement, and with 100% of Reorganized Yarway's equity.

The Official Committee of Asbestos Personal Injury Claimants, which
consists solely of asbestos personal injury claimants, and the
legal representative for future asbestos-related claimants,
notified the Bankruptcy Court that they wholeheartedly support of
the Chapter 11 Plan.

On Jan. 13, the Debtor filed exhibits to its Chapter 11 Plan,
including the list of settling asbestos insurers, a full-text copy
of which is available at:

          http://bankrupt.com/misc/YARWAYplansupp0113.pdf

A blacklined version of the Disclosure Statement dated Jan. 22,
2015, is available at http://bankrupt.com/misc/YARWAYds0122.pdf

                   About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as the
1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and traps
from the 1920s to 1970s, and (ii) alleged manufacture of expansion
joint packing that was allegedly made up of a compound of Teflon
and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz P.C. and Sidley Austin LLP serve as the
Debtor's counsel in the Chapter 11 case.  Logan and Co. is the
claims and notice agent.

On May 6, 2013, the U.S. Trustee for Region 3, appointed an
official committee of asbestos personal injury claimants.  The
Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale,
Chartered, as lead bankruptcy counsel.


[^] Large Companies With Insolvent Balance Sheet
------------------------------------------------
                                               Total
                                              Share-      Total
                                    Total   Holders'    Working
                                   Assets     Equity    Capital
  Company         Ticker             ($MM)      ($MM)      ($MM)
  -------         ------          -------   --------    -------
ABSOLUTE SOFTWRE  ABT CN            138.4      (12.0)       2.2
ABSOLUTE SOFTWRE  ALSWF US          138.4      (12.0)       2.2
ABSOLUTE SOFTWRE  OU1 GR            138.4      (12.0)       2.2
ACCRETIVE HEALTH  ACHI US           510.0      (85.6)     (17.7)
ACCRETIVE HEALTH  6HL GR            510.0      (85.6)     (17.7)
ADVANCED EMISSIO  OXQ1 GR           106.4      (46.1)     (15.3)
ADVANCED EMISSIO  ADES US           106.4      (46.1)     (15.3)
ADVENT SOFTWARE   AXQ GR            432.9      (76.3)    (106.9)
ADVENT SOFTWARE   ADVS US           432.9      (76.3)    (106.9)
AIR CANADA        AC CN          10,545.0   (1,400.0)     164.0
ALLIANCE HEALTHC  AIQ US            473.5     (127.3)      62.8
AMC NETWORKS-A    AMCX* MM        3,663.3     (388.0)     659.4
AMC NETWORKS-A    AMCX US         3,663.3     (388.0)     659.4
AMER RESTAUR-LP   ICTPU US           33.5       (4.0)      (6.2)
AMYLIN PHARMACEU  AMLN US         1,998.7      (42.4)     263.0
ANGIE'S LIST INC  ANGI US           161.0      (39.4)     (22.7)
ANGIE'S LIST INC  8AL GR            161.0      (39.4)     (22.7)
ANGIE'S LIST INC  8AL TH            161.0      (39.4)     (22.7)
ARRAY BIOPHARMA   ARRY US           135.3      (37.6)      66.2
ARRAY BIOPHARMA   AR2 TH            135.3      (37.6)      66.2
ARRAY BIOPHARMA   AR2 GR            135.3      (37.6)      66.2
AUTOZONE INC      AZ5 GR          7,717.1   (1,662.8)  (1,383.4)
AUTOZONE INC      AZ5 TH          7,717.1   (1,662.8)  (1,383.4)
AUTOZONE INC      AZO US          7,717.1   (1,662.8)  (1,383.4)
AVID TECHNOLOGY   AVID US           197.2     (341.2)    (173.2)
AXIM BIOTECHNOLO  AXIM US             1.1       (0.2)      (0.2)
BERRY PLASTICS G  BERY US         5,268.0     (101.0)     665.0
BRP INC/CA-SUB V  DOO CN          2,115.5       (9.5)     184.7
CABLEVISION SY-A  CVY GR          6,563.7   (5,068.0)     158.9
CABLEVISION SY-A  CVC US          6,563.7   (5,068.0)     158.9
CABLEVISION-W/I   CVC-W US        6,563.7   (5,068.0)     158.9
CABLEVISION-W/I   8441293Q US     6,563.7   (5,068.0)     158.9
CADIZ INC         CDZI US            56.0      (49.7)       3.0
CAESARS ENTERTAI  C08 GR         24,491.5   (3,714.4)   1,363.3
CAESARS ENTERTAI  CZR US         24,491.5   (3,714.4)   1,363.3
CAPMARK FINANCIA  CPMK US        20,085.1     (933.1)       -
CASELLA WASTE     CWST US           661.8       (6.7)      (0.5)
CENTENNIAL COMM   CYCL US         1,480.9     (925.9)     (52.1)
CHOICE HOTELS     CZH GR            664.2     (397.0)     206.0
CHOICE HOTELS     CHH US            664.2     (397.0)     206.0
CIENA CORP        CIE1 GR         2,072.6      (69.6)     912.1
CIENA CORP        CIE1 TH         2,072.6      (69.6)     912.1
CIENA CORP        CIEN TE         2,072.6      (69.6)     912.1
CIENA CORP        CIEN US         2,072.6      (69.6)     912.1
CINCINNATI BELL   CBB US          1,952.6     (584.4)      50.1
CLEAR CHANNEL-A   CCO US          6,383.9     (132.6)     376.9
CLEAR CHANNEL-A   C7C GR          6,383.9     (132.6)     376.9
CLIFFS NATURAL R  CLF* MM         4,811.2     (177.3)     242.3
CLIFFS NATURAL R  CVA GR          4,811.2     (177.3)     242.3
CLIFFS NATURAL R  CVA TH          4,811.2     (177.3)     242.3
CLIFFS NATURAL R  CLF US          4,811.2     (177.3)     242.3
COMVERSE INC      CNSI US           649.6       (2.8)       4.3
CONNECTURE INC    CNXR US            85.8      (67.7)     (55.8)
CORINDUS VASCULA  CVRS US             0.0       (0.0)      (0.0)
CVSL INC          CVSL US            66.0       (4.7)       2.8
DIRECTV           DIG1 GR        22,594.0   (5,557.0)      43.0
DIRECTV           DTV US         22,594.0   (5,557.0)      43.0
DOMINO'S PIZZA    EZV GR            510.9   (1,281.7)     112.9
DOMINO'S PIZZA    EZV TH            510.9   (1,281.7)     112.9
DOMINO'S PIZZA    DPZ US            510.9   (1,281.7)     112.9
DUN & BRADSTREET  DNB US          1,789.2   (1,083.4)      (0.3)
DUN & BRADSTREET  DB5 GR          1,789.2   (1,083.4)      (0.3)
DURATA THERAPEUT  DRTX US            82.1      (16.1)      11.7
EDGEN GROUP INC   EDG US            883.8       (0.8)     409.2
EMPIRE RESORTS I  NYNY US            42.4      (14.3)      (9.9)
EOS PETRO INC     EOPT US             1.3      (28.4)     (29.5)
EXTENDICARE INC   EXE CN          1,885.0       (7.2)      77.0
EXTENDICARE INC   EXETF US        1,885.0       (7.2)      77.0
FAIRPOINT COMMUN  FRP US          1,488.5     (395.7)       9.4
FERRELLGAS-LP     FEG GR          1,680.4     (138.8)     (37.1)
FERRELLGAS-LP     FGP US          1,680.4     (138.8)     (37.1)
FREESCALE SEMICO  1FS GR          3,306.0   (3,593.0)   1,333.0
FREESCALE SEMICO  1FS TH          3,306.0   (3,593.0)   1,333.0
FREESCALE SEMICO  FSL US          3,306.0   (3,593.0)   1,333.0
FRESHPET INC      FRPT US            74.5      (34.2)       1.2
GARDA WRLD -CL A  GW CN           1,356.8     (243.8)      57.4
GENCORP INC       GCY GR          1,749.7      (48.5)      70.2
GENCORP INC       GY US           1,749.7      (48.5)      70.2
GENTIVA HEALTH    GTIV US         1,225.2     (285.2)     130.0
GENTIVA HEALTH    GHT GR          1,225.2     (285.2)     130.0
GLG PARTNERS INC  GLG US            400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US          400.0     (285.6)     156.9
GRAHAM PACKAGING  GRM US          2,947.5     (520.8)     298.5
GYMBOREE CORP/TH  GYMB US         1,284.0     (321.3)      39.5
HCA HOLDINGS INC  HCA US         29,825.0   (6,018.0)   2,895.0
HCA HOLDINGS INC  2BH TH         29,825.0   (6,018.0)   2,895.0
HCA HOLDINGS INC  2BH GR         29,825.0   (6,018.0)   2,895.0
HD SUPPLY HOLDIN  HDS US          6,523.0     (657.0)   1,396.0
HERBALIFE LTD     HOO GR          2,364.5     (420.6)     508.8
HERBALIFE LTD     HLF US          2,364.5     (420.6)     508.8
HOVNANIAN ENT-A   HOV US          2,289.9     (117.8)   1,403.7
HOVNANIAN ENT-A   HO3 GR          2,289.9     (117.8)   1,403.7
HOVNANIAN ENT-B   HOVVB US        2,289.9     (117.8)   1,403.7
HOVNANIAN-A-WI    HOV-W US        2,289.9     (117.8)   1,403.7
HUBSPOT INC       HUBS US            58.9      (13.7)     (17.9)
HUGHES TELEMATIC  HUTCU US          110.2     (101.6)    (113.8)
IHEARTMEDIA INC   IHRT US        14,306.0   (9,506.2)   1,003.2
INCYTE CORP       INCY US           785.3      (89.6)     538.0
INCYTE CORP       ICY GR            785.3      (89.6)     538.0
INFOR US INC      LWSN US         6,778.1     (460.0)    (305.9)
IPCS INC          IPCS US           559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US           124.7      (64.8)       2.2
JUST ENERGY GROU  JE CN           1,570.4     (311.6)     159.7
JUST ENERGY GROU  1JE GR          1,570.4     (311.6)     159.7
JUST ENERGY GROU  JE US           1,570.4     (311.6)     159.7
L BRANDS INC      LTD GR          7,149.0     (433.0)   1,050.0
L BRANDS INC      LTD TH          7,149.0     (433.0)   1,050.0
L BRANDS INC      LB US           7,149.0     (433.0)   1,050.0
LEAP WIRELESS     LEAP US         4,662.9     (125.1)     346.9
LEAP WIRELESS     LWI TH          4,662.9     (125.1)     346.9
LEAP WIRELESS     LWI GR          4,662.9     (125.1)     346.9
LEE ENTERPRISES   LEE US            811.3     (177.5)     (22.6)
LORILLARD INC     LLV GR          3,275.0   (2,155.0)     918.0
LORILLARD INC     LO US           3,275.0   (2,155.0)     918.0
LORILLARD INC     LLV TH          3,275.0   (2,155.0)     918.0
MANNKIND CORP     NNF1 TH           386.8      (40.7)    (100.3)
MANNKIND CORP     NNF1 GR           386.8      (40.7)    (100.3)
MANNKIND CORP     MNKD US           386.8      (40.7)    (100.3)
MARRIOTT INTL-A   MAQ TH          6,847.0   (1,842.0)  (1,186.0)
MARRIOTT INTL-A   MAQ GR          6,847.0   (1,842.0)  (1,186.0)
MARRIOTT INTL-A   MAR US          6,847.0   (1,842.0)  (1,186.0)
MDC COMM-W/I      MDZ/W CN        1,707.3      (86.7)    (256.5)
MDC PARTNERS-A    MD7A GR         1,707.3      (86.7)    (256.5)
MDC PARTNERS-A    MDZ/A CN        1,707.3      (86.7)    (256.5)
MDC PARTNERS-A    MDCA US         1,707.3      (86.7)    (256.5)
MDC PARTNERS-EXC  MDZ/N CN        1,707.3      (86.7)    (256.5)
MERITOR INC       MTOR US         2,502.0     (585.0)     254.0
MERITOR INC       AID1 GR         2,502.0     (585.0)     254.0
MERRIMACK PHARMA  MACK US           188.6      (99.9)      40.9
MONEYGRAM INTERN  MGI US          4,600.2     (157.2)      87.1
MORGANS HOTEL GR  MHGC US           632.3     (221.3)      89.3
MORGANS HOTEL GR  M1U GR            632.3     (221.3)      89.3
MOXIAN CHINA INC  MOXC US             4.9       (1.2)      (4.0)
MPG OFFICE TRUST  1052394D US     1,280.0     (437.3)       -
NATIONAL CINEMED  XWM GR            993.6     (200.2)      51.8
NATIONAL CINEMED  NCMI US           993.6     (200.2)      51.8
NAVISTAR INTL     NAV US          7,443.0   (4,618.0)     782.0
NAVISTAR INTL     IHR TH          7,443.0   (4,618.0)     782.0
NAVISTAR INTL     IHR GR          7,443.0   (4,618.0)     782.0
NEFF CORP-CL A    NEFF US           612.1     (343.7)      (1.5)
NEW ENG RLTY-LP   NEN US            178.9      (25.9)       -
NORTHWEST BIO     NBYA GR            29.4      (31.2)     (41.7)
NORTHWEST BIO     NWBO US            29.4      (31.2)     (41.7)
OMEROS CORP       3O8 GR             25.3      (26.6)       9.0
OMEROS CORP       OMER US            25.3      (26.6)       9.0
OMTHERA PHARMACE  OMTH US            18.3       (8.5)     (12.0)
PALM INC          PALM US         1,007.2       (6.2)     141.7
PHILIP MORRIS IN  4I1 TH         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN  4I1 GR         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN  PM1CHF EU      35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN  PM1 TE         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN  PM1EUR EU      35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN  PM FP          35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN  PM US          35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN  PMI SW         35,401.0   (8,677.0)    (356.0)
PLAYBOY ENTERP-A  PLA/A US          165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US            165.8      (54.4)     (16.9)
PLY GEM HOLDINGS  PGEM US         1,304.9      (73.5)     238.9
PROTALEX INC      PRTX US             0.8      (10.3)      (0.0)
PROTECTION ONE    PONE US           562.9      (61.8)      (7.6)
PROTEON THERAPEU  PRTO US            24.2        9.6       19.3
QUALITY DISTRIBU  QLTY US           439.6      (30.4)     105.2
QUALITY DISTRIBU  QDZ GR            439.6      (30.4)     105.2
QUINTILES TRANSN  Q US            3,106.7     (536.2)     511.8
REGAL ENTERTAI-A  RETA GR         2,553.5     (755.1)       6.5
REGAL ENTERTAI-A  RGC US          2,553.5     (755.1)       6.5
RENAISSANCE LEA   RLRN US            57.0      (28.2)     (31.4)
RENTPATH INC      PRM US            208.0      (91.7)       3.6
RETROPHIN INC     RTRX US           145.9      (10.2)      (3.7)
REVLON INC-A      REV US          1,912.6     (570.6)     300.9
REVLON INC-A      RVL1 GR         1,912.6     (570.6)     300.9
RITE AID CORP     RAD US          7,186.0   (1,792.7)   1,895.3
RITE AID CORP     RTA GR          7,186.0   (1,792.7)   1,895.3
ROCKWELL MEDICAL  RMTI US            23.9       (5.5)       2.6
ROCKWELL MEDICAL  RWM GR             23.9       (5.5)       2.6
ROUNDY'S INC      RNDY US         1,089.7      (66.8)      71.8
RURAL/METRO CORP  RURL US           303.7      (92.1)      72.4
RYERSON HOLDING   RYI US          2,006.2      (38.2)     749.5
SALLY BEAUTY HOL  S7V GR          2,030.0     (347.1)     640.6
SALLY BEAUTY HOL  SBH US          2,030.0     (347.1)     640.6
SBA COMM CORP-A   SBJ GR          7,809.0     (297.6)    (671.8)
SBA COMM CORP-A   SBAC US         7,809.0     (297.6)    (671.8)
SECOND SIGHT MED  EYES US             9.6      (19.5)       4.4
SEQUENOM INC      SQNM US           134.6      (51.9)      36.5
SEQUENOM INC      QNMA GR           134.6      (51.9)      36.5
SEQUENOM INC      QNMA TH           134.6      (51.9)      36.5
SILVER SPRING NE  SSNI US           552.9     (139.0)      82.8
SIRIUS XM CANADA  XSR CN            336.0      (91.2)    (159.5)
SPORTSMAN'S WARE  SPWH US           315.7      (35.0)      83.3
SUPERVALU INC     SJ1 TH          5,078.0     (647.0)     277.0
SUPERVALU INC     SJ1 GR          5,078.0     (647.0)     277.0
SUPERVALU INC     SVU* MM         5,078.0     (647.0)     277.0
SUPERVALU INC     SVU US          5,078.0     (647.0)     277.0
THERAVANCE        HVE GR            553.7     (193.1)     237.4
THERAVANCE        THRX US           553.7     (193.1)     237.4
THRESHOLD PHARMA  THLD US            76.7      (21.0)      49.1
THRESHOLD PHARMA  NZW1 GR            76.7      (21.0)      49.1
TOWN SPORTS INTE  CLUB US           482.6      (53.8)      69.7
TRANSDIGM GROUP   T7D GR          6,756.8   (1,556.1)   1,103.7
TRANSDIGM GROUP   TDG US          6,756.8   (1,556.1)   1,103.7
TRINET GROUP INC  TN3 GR          1,393.3      (48.9)      17.3
TRINET GROUP INC  TNET US         1,393.3      (48.9)      17.3
UNILIFE CORP      UNIS US            80.7       (2.7)       0.4
UNISYS CORP       UIS1 SW         2,279.4     (521.2)     343.9
UNISYS CORP       UISCHF EU       2,279.4     (521.2)     343.9
UNISYS CORP       USY1 GR         2,279.4     (521.2)     343.9
UNISYS CORP       USY1 TH         2,279.4     (521.2)     343.9
UNISYS CORP       UISEUR EU       2,279.4     (521.2)     343.9
UNISYS CORP       UIS US          2,279.4     (521.2)     343.9
VECTOR GROUP LTD  VGR GR          1,643.4       (7.9)     561.5
VECTOR GROUP LTD  VGR US          1,643.4       (7.9)     561.5
VENOCO INC        VQ US             756.5     (100.0)    (762.9)
VERISIGN INC      VRS TH          2,207.4     (748.8)    (326.3)
VERISIGN INC      VRS GR          2,207.4     (748.8)    (326.3)
VERISIGN INC      VRSN US         2,207.4     (748.8)    (326.3)
VERIZON TELEMATI  HUTC US           110.2     (101.6)    (113.8)
VIRGIN AMERICA I  VA US             876.0     (313.0)      19.0
VIRGIN MOBILE-A   VM US             307.4     (244.2)    (138.3)
WEIGHT WATCHERS   WTW US          1,558.3   (1,357.7)      60.6
WEIGHT WATCHERS   WW6 TH          1,558.3   (1,357.7)      60.6
WEIGHT WATCHERS   WW6 GR          1,558.3   (1,357.7)      60.6
WEST CORP         WSTC US         3,929.2     (684.9)     284.7
WESTMORELAND COA  WME GR          1,578.5     (264.3)     101.2
WESTMORELAND COA  WLB US          1,578.5     (264.3)     101.2
WESTMORELAND RES  2OR1 GR           204.0      (14.2)     (57.7)
WESTMORELAND RES  WMLP US           204.0      (14.2)     (57.7)
WORKIVA INC       WK US              82.6      (23.4)     (23.4)
XERIUM TECHNOLOG  TXRN GR           611.2      (51.2)     102.1
XERIUM TECHNOLOG  XRM US            611.2      (51.2)     102.1
XOMA CORP         XOMA US            70.9      (18.1)      28.5
XOMA CORP         XOMA TH            70.9      (18.1)      28.5
YRC WORLDWIDE IN  YRCW US         2,046.6     (361.2)     195.9
YRC WORLDWIDE IN  YEL1 GR         2,046.6     (361.2)     195.9


                            *********

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 ***