TCR_Public/150128.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, January 28, 2015, Vol. 19, No. 28

                            Headlines

AC 1 INV: Bankruptcy Court Approves Roth & Company as Accountants
AEREO INC: Court Denies Approval of Revised Bonus Plan
ALCO CORP: C. Conde & Assoc. Returns as Bankruptcy Counsel
ALCO STORES: Atradius Trade Buys Bell Fatigue's Claim
ARCHDIOCESE OF ST. PAUL: Sues Insurers for Sexual Abuse Funds

ATLANTIC CITY, NJ: Moody's Lowers GO Debt Rating to Caa1
AVSC HOLDING: Moody's Affirms 'B2' Corp. Family Rating
BAPTIST HOME: Files 2nd Revised Plan Disclosures
BAYTEX ENERGY: Moody's Affirms Ba3 CFR; Outlook Stable
BUCKEYE TOBACCO: S&P Affirms 'B-' Rating on 8 Note Classes

CAESARS ENTERTAINMENT: US Bankruptcy Recognized by Ontario Court
CENTRAL OKLAHOMA: Has Until Feb. 15 to File Disclosure Statement
CENTRAL OKLAHOMA: Secrest Hill OK'd to Handle Occhipinti Issue
CHINA BAK: Crowe Horwath (HK) Expresses Going Concern Doubt
CITY NATIONAL: Fitch Puts 'BB' Preferred Stock Rating on Neg Watch

CLOUDEEVA INC: Trustee Seeks to Reject Contract with SVP Hammel
CORRECTIONS CORP: Fitch Affirms 'BB+' Issuer Default Rating
CYTODYN INC: Reports $4.98-Mil. Net Loss in Sept. 30 Quarter
DENDREON CORP: Fair Harbor, Sierra Liquidity Buy Claims
DOLLAR TREE: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable

DOTS LLC: Granted Until July 20 to Propose Chapter 11 Plan
EC OFFSHORE: Involuntary Chapter 11 Case Summary
ENERGY TRANSFER: Fitch Affirms 'BB' Issuer Default Rating
ENERGY TRANSFER: S&P Affirms 'BB' Rating, Outlook Stable
FIRST NIAGARA: Fitch Affirms 'BB+' Subordinated Debt Rating

FL 6801: Court Approves Termination of Canyon Ranch Management
FLAT OUT: Court Dismisses Cases; Wind-Down Budget Approved
FOURTH QUARTER PROPERTIES 86: Seeks Chapter 11 in Georgia
GLOBAL CLEAN: Incurs $329K Net Loss in Third Quarter
GREENWOOD HALL: Deficits Raise Going Concern Doubt

GT ADVANCED: $1.17MM in Claims Sold Between Nov & Dec
H.J. HEINZ: Fitch Rates Proposed $2BB 2nd Lien Notes 'BB'
H.J. HEINZ: Moody's Assigns B1 Rating on $2BB 2nd Lien Notes
H.J. HEINZ: S&P Assigns 'BB' Rating on $2BB 2nd Lien Sr. Notes
HARVEST OPERATIONS: Moody's Lowers Corporate Family Rating to B1

HIPCRICKET INC: Can Hire Rust Consulting as Claims Agent
HIPCRICKET INC: Has Interim Approval of $2.59-Mil. DIP Loan
INTERCORE INC: Has $4.45-Mil. Net Loss in Sept. 30 Quarter
JHK INVESTMENT: Has Until Feb. 27 to File Plan and Disclosures
KOPPERS INC: S&P Revises Outlook to Negative & Affirms 'B+' CCR

LEXARIA CORP: Requires Additional Funds to Maintain Operations
LIBBEY GLASS: Capital Allocation No Impact on Moody's B1 Rating
LIFE PARTNERS: DOJ Watchdog Seeks Appointment of Ch. 11 Trustee
LIFE PARTNERS: Seeks Appointment of Examiner
LONG BEACH: Amendments to Komanoff Sale Agreements Approved

LONG BEACH: Court Amends Order Authorizing $1.5MM Financing
MACKEYSER HOLDINGS: Amends Schedule of Personal Property
MICHIGAN TOBACCO: S&P Affirms B- Rating on $490.501MM Bonds
MIDLAND UNIVERSITY: Fitch Hikes Rating on $8.3MM Bonds to 'B+'
MIDSTATES PETROLEUM: Moody's Lowers CFR to Caa1; Outlook Negative

MILLENNIUM HEALTHCARE: Files Second Amendment to Q3 Report
NASSAU COUNTY: S&P Raises Rating on Class 2006 A-1 Notes to BB-
NII HOLDINGS: Nextel Uruguay Owner Seeks Chapter 11
ONCOLOGIX TECH: Relies on Equity Financings to Fund Operations
ONE SOURCE: Court Approves Joint Administration of Cases

ONE SOURCE: Has Until Jan. 30 to File Schedules and Statements
ONE SOURCE: Taps Forshey & Prostok as Bankruptcy Counsel
PINELLAS COUNTY: Fitch Affirms 'BB' Rating on $8.6MM 2011A Bonds
POST HOLDINGS: Moody'sPuts 'B1' CFR on Review for Downgrade
RANTEJ BOPARAI: Files for Bankruptcy; First Meeting Set for Feb. 4

REGENCY ENERGY: Moody's Puts Ba2 CFR on Review for Upgrade
RESSOURCES APPALACHES: Shares Suspended; Board Steps Down
ROADMARK CORPORATION: Case Summary & 20 Top Unsecured Creditors
SABRE CORPORATION: Travelocity Sale No Impact on Moody's B1 CFR
SEMILEDS CORP: Posts $4.37-Mil. Net Loss for Third Quarter

SEVEN SISTERS: No Inquiries Received for Hadley, MA Property
SHENANDOAH FAMILY: Case Summary & 20 Largest Unsecured Creditors
SKYLINE CORP: Negative Cash Flows Raise Going Concern Doubt
STATE FISH: Case Summary & 20 Largest Unsecured Creditors
STEVEN E. LANHAM: Case Summary & 8 Largest Unsecured Creditors

TARGUS GROUP: S&P Withdraws 'CCC+' CCR at Company's Request
TOBACCO SETTLEMENT: S&P Affirms B- Rating on 2007A Bonds
TOBACCO SETTLEMENT: S&P Affirms CCC Rating on Class 2007B Notes
WET SEAL: Can Employ Donlin Recano as Claims & Noticing Agent
WET SEAL: Court Issues Joint Administration Order

WET SEAL: Seeks to Employ Houlihan Lokey as Financial Advisor
WET SEAL: Seeks to Employ Paul Hastings as Special Counsel
XENONICS HOLDINGS: SingerLewak Expresses Going Concern Doubt
ZELEPHANT HOLDINGS: Case Summary & 6 Largest Unsecured Creditors

                            *********

AC 1 INV: Bankruptcy Court Approves Roth & Company as Accountants
-----------------------------------------------------------------
Bankruptcy Judge Robert D. Drain authorized AC I Inv Manahawkin LLC
to employ Roth & Company LLP as accountants effective as of Sept.
29, 2014.

Roth will be compensated and reimbursed in accordance the interim
and final fee applications for allowance of its compensation and
expenses.

                          About AC I Inv

AC I Inv Manahawkin LLC, AC I Manahawkin Mezz LLC and AC I
Manahawkin LLC filed separate Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y. Case Nos. 14-22791, 14-22792 and 14-22793) on
June 4, 2014.  The petitions were signed by David Goldwasser, of
GC Realty Advisors LLC, managing member.  The Debtors estimated
assets of $50 million to $100 million and debts of $0 to $50
million.  Robinson Brog Leinwand Greene Genovese & Gluck, P.C.,
serves as the Debtors' counsel.  Judge Robert D. Drain presides
over the cases.

Affiliates of AC I Inv., et al., have pending bankruptcy cases
before Judge Drain.  NY Affordable Housing Albany Assocs. LLC
sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-20007)
on July 26, 2013.  First Bronx LLC sought bankruptcy protection
(Bankr. S.D.N.Y. Case NO. 14-22047) on Jan. 13, 2014.  Ollie Allen
Holding Company LLC sought bankruptcy (Case NO. 14-22204) on Feb.
18, 2014.

U.S. Trustee was unable to form an official unsecured creditors'
committee.


AEREO INC: Court Denies Approval of Revised Bonus Plan
------------------------------------------------------
The U.S. Bankruptcy Court denied approval of Aereo, Inc.'s motion
to make certain incentive payments pursuant to a key employee
incentive plan, as amended and revised.

On Jan. 8, 2014, William K. Harrington, the U.S. Trustee for Region
2, objected to the Debtor's revised KEIP stating that the Revised
Bonus Plan, as amended, still fails to satisfy the standards of
Sections 503(c)(1) and (c)(3) of the Bankruptcy Code and must not
be approved.

The U.S. Trustee also said that the Revised Bonus Plan appears to
be more generous to the Debtor's key employees than the original
bonus plan, without any indication that any key employee has left
or is about to leave his or her employ with the Debtor unless paid
a bonus.

As reported in the Troubled Company Reporter on Jan. 15, 2015,
objections have been filed to Aereo's motion for approval of its
Revised Bonus Plan.  The Broadcasters objected to the bonus plan,
saying it's a "disguised" retention plan prohibited under the
Bankruptcy Code and not justified by the facts.  Broadcasters
consist of WNET, THIRTEEN, Fox Television Stations, Inc., Twentieth
Century Fox Film Corporation, WPIX, LLC, Univision Television
Group, Inc., The Univision Network Limited Partnership, Public
Broadcasting Service, KSTU LLC, Fox Broadcasting Company, KUTV
Licensee, LLC, American Broadcasting Companies, Inc., Disney
Enterprises, Inc., CBS Broadcasting Inc., CBS Studios Inc.,
NBCUniversal Media, LLC, NBC Studios, LLC, Universal Network
Television, LLC, Telemundo Network Group LLC, WNJU-TV Broadcasting
LLC, KSTU, LLC, KUTV Licensee, LLC and Fox Broadcasting Company.

According to the Debtor, the revisions to the KEIP address the
Bankruptcy Court's earlier concerns, and were designed to achieve
"above-and-beyond" performance from its eligible employees.

A summary of the Revised KEIP provides that:

   -- Key employees may earn a bonus in the lesser amount of: (a) a
key employee's respective share of 5% of the gross proceeds from a
sale transaction in excess of the $4 million floor; or (b) 75% of
such key employee's annual base salary.

   -- Each key employee's respective share of the sale threshold
bonus is calculated as the percentage of such key employee's annual
base salary as compared to the total aggregate amount of all key
employees' annual base salaries.

   -- The maximum sale bonus that can be paid to key employees in
the aggregate is approximately $1.36 million.  If the maximum bonus
is earned, the debtor will have realized value from a sale
transaction of at least approximately $31.22 million, which will be
sufficient (in the Debtor's view) to pay all creditors in full,
and also provide recoveries to shareholders in excess of
approximately $15 million.

   -- The bonuses to be paid under the KEIP will be paid within 21
days following the closing of a sale transaction to key employees
who either (a) remain employed by the Debtor on the date of the
closing of the Sale Transaction, or (b) are involuntarily
terminated (x) without cause attributable to the employee prior to
the closing of such sale transaction, or (y) due to the key
employee's death or Disability (as that term is defined in Section
409A of the Internal Revenue Code of 1986).

   -- The bonus payments under the KEIP will be paid only from the
proceeds of the sale transaction, and only in the event that the
Debtor receives at least approximately $2 million more than the
Liquidation Value of its assets.  The Debtor reserves its right to
make additional modifications to the Revised KEIP in advance of the
Hearing.

A copy of the revised KEIP is available for free at:

   http://bankrupt.com/misc/AEREOINC_119_REVincentiveplan.pdf

The Debtor, in its omnibus response to objections, stated that its
KEIP is a reasonable, value-enhancing bonus program specifically
designed to incentivize the key employees to go above and beyond
their ordinary job functions to achieve the best and highest price
possible for the Debtor's assets.  The modest bonuses to be paid
under the program are incremental to, and will only be paid from,
value received by the Debtor through a sale of its assets under 11
U.S.C. Sec. 363.

                        About Aereo, Inc.

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

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

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

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


ALCO CORP: C. Conde & Assoc. Returns as Bankruptcy Counsel
----------------------------------------------------------
Alco Corporation asks the U.S. Bankruptcy Court to allow the law
firm of C. Conde & Assoc., to resume its legal representation of
the Debtor and appear at the hearings already scheduled.

According to the Debtor, the law firm agreed to reinstate its legal
representation of the Debtor and to file the settlement agreements
with the creditors and the supplement to the plan.

The Debtor related that on Aug. 26, 2014, the Court authorized the
firm of C. Conde & Assoc., to withdraw from representing the
Debtor.  The firm said that the Debtor was unable to finalize an
agreement to settle all pending matters with Betteroads Asphalts
Corporation, Bettercycling Corporation, Petroleum Emulsion
Manufacturing Corporation, Travelers Casualty and Surety Company,
reliance Insurance Company, MAPRE Praico Insurance Company and PR
Asset Portfolio 2013-1 International LLC.

The law firm agreed to the representation because the Debtor has
finalized the agreement, and reached a completed settlement of all
matters.

                      About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D.P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., and C. Conde & Associates represent
the Debtor in its restructuring effort.  Alco tapped Jimenez
Vasquez & Associates, PSC, as accountants.  The Debtor scheduled
$11.2 million in assets and $7.76 million in debts.  The petition
was signed by Alfonso Rodriguez, president.

Bankruptcy Judge Mildred Caban Flores in Puerto Rico issued an
opinion and order on March 11, 2013, confirming the Amended
Chapter 11 Plan of Reorganization filed by Alco Corporation.  The
Plan considers the full payment of all administrative, secured
creditors and priority claims and a 50% dividend to the general
unsecured creditors on monthly installments within 5 years from
the effective date.


ALCO STORES: Atradius Trade Buys Bell Fatigue's Claim
-----------------------------------------------------
Bell Fatigue Co., filed a proof of claim for $60,050 on Oct. 31,
2014, in the Chapter 11 case of Alco Stores.  The claim was
unconditionally transferred to Atradius Trade Credit Insurance,
Inc., on Dec. 9, 2014, according to a Notice of Transfer of Claim
filed with the Bankruptcy Court.

An attachment to the Notice, however, indicates that Bell Fatigue
asserted a claim for $150,096.80 and it received $90,000 as
consideration for the transfer from Atradius -- a roughly 40%
discount.

Atradius may be reached at:

     Dana Santilli
     Atradius Trade Credit Insurance
     230 Schilling Circle, Suite 240
     Hunt Valley, MD 21031

                         About ALCO Stores

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

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

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

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

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

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

The Debtor received court approval to sell some of its real estate
along with store leases.

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


ARCHDIOCESE OF ST. PAUL: Sues Insurers for Sexual Abuse Funds
-------------------------------------------------------------
The Archdiocese of Saint Paul and Minneapolis filed an adversary
proceeding against approximately 20 insurance companies for these
insurers to contribute to the global financial resolution of clergy
abuse claims.

According to the Archdiocese, it has tendered to the carriers the
clergy abuse claims that implicate each carrier's policy periods.
Each carrier has reserved its rights to deny coverage for the
clergy abuse claims on multiple grounds as more specifically
delineated in their reservation of rights letters.  Grounds for
denials include, but are not limited to, that there is no accident
or occurrence because the injury was expected or intended or not
fortuitous, and that there is no bodily injury.

Moreover, the Archdiocese says disputes exist with several carriers
concerning the policy attachment points and the limits of liability
of the policies as they apply to the clergy abuse claims, the
"trigger" method applicable to the clergy abuse claims, and the
method of allocation of liability for the clergy abuse claims where
more than one policy or policy year is triggered in a clergy abuse
claim.  In addition, several carriers denied coverage on the ground
that policies do not exist and that the notices of claim do not
constitute "suits."

The insurer defendants are The Continental Insurance Company, as
successor to The Fidelity and Casualty Company of New York;
Fireman’s Fund Insurance Company, as successor to Fireman’s
Fund Indemnity Company; National Fire Insurance Company of
Hartford, TIG Insurance Company, as successor to International
Insurance Company; Continental Casualty Company; Hartford Accident
and Indemnity Company; American Home Assurance Company; The Aetna
Casualty and Surety Company, n/k/a Travelers Casualty and Surety
Company; Certain Underwriters at Lloyd’s, London subscribing to
Policies SL3721, SL3722, SL3723, ISL3115, ISL3116, ISL3117,
ISL3675, ISL3613, ISL3614, and ISL3615; Bellefonte Insurance
Company; Excess Insurance Company a/k/a Excess Insurance Company
Limited; Terra Nova Insurance Company Limited; Dominion Insurance
Company; Soverign Marine & General Insurance Company Limited a/k/a
Sovereign Marine & General Insurance Company Limited; Stronghold
Insurance Company Limited; Yasuda Fire & Marine Insurance Company
(U.K.) Limited; Sphere Drake Insurance PLC; CNA Reinsurance of
London, Limited; Interstate Fire and Casualty Company; and 21st
Century Centennial Insurance Company f/k/a Colonial Penn Insurance
Company.

                  Judge Boylan to Serve as Mediator

Judge Robert J. Kressel of the U.S. Bankruptcy Court for District
of Minnesota named Judge Arthur J. Boylan to serve as mediator for
the Archdiocese of Saint Paul and Minneapolis, any official
committee of unsecured creditors appointed in its Chapter 11 case,
and defendants in the adversary proceeding.

The adversary proceeding is Archdiocese of Saint Paul and
Minneapolis, Plaintiff, v. The Continental Insurance Company, as
successor to The Fidelity and Casualty Company of New York, et al.,
Case No. ADV 15-3013 (Bankr. D. Minn.).

                   About Archdiocese of St. Paul

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

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

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

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

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

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


ATLANTIC CITY, NJ: Moody's Lowers GO Debt Rating to Caa1
--------------------------------------------------------
Moody's Investors Service has downgraded Atlantic City's GO debt to
Caa1 with a negative outlook from Ba1. This action resolves the
review for possible downgrade that Moody's initiated in December
2014. The city currently has $344 million of outstanding long-term
GO debt and $397 million of total debt.

Summary Rating Rationale

The downgrade to Caa1 reflects the appointment of an emergency
management team of two bankruptcy specialists mandated to consider
debt restructuring, which could involve a loss to bondholders. The
increased risk of default further arises from the city's looming
$12.8 million note maturity on February 3. This is a rapid,
dramatic change from the State of New Jersey's (GO A1/ negative
outlook) prior policy of preventing default or bankruptcy of
Atlantic City or any New Jersey local government. The Caa1 rating
indicates a high risk of default over the next five years.

Outlook

The negative outlook reflects the evolving situation, including the
possibility of a material impairment of bondholders through a debt
restructuring.

What Could Make The Rating Go UP

-- Timely repayment of all debt obligations with expressed
    commitments to honor future obligations

-- Adoption of legislation that fully stabilizes or meaningfully
    augments city revenues

What Could Make The Rating Go DOWN

-- Default on debt obligations

-- Discontinued or significantly lower liquidity support from the

    state

-- Bondholder recoveries under 90% in a potential debt
    restructuring.

Obligor Profile

Atlantic City is located on coast in southern New Jersey in
Atlantic County (Go Aa2/negative). Its economy is based primarily
in the casino industry and the economy is primarily tourism based.
The tax base is still large, at $11.27 billion in 2014, and will
remain large, despite continued contractions.

Legal Security

The bonds are secured by the borough's unlimited ad valorem tax
pledge.

Principal Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.



AVSC HOLDING: Moody's Affirms 'B2' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service affirmed AVSC Holding Corp.'s ("AVSC",
dba PSAV) B2 Corporate Family Rating (CFR) and the existing B1 and
Caa1 ratings for the company's first and second lien credit
facilities, respectively. The ratings were affirmed in connection
with AVSC's acquisition of American Audio Visual Center (AAVC)
using the proceeds of a $35 million add-on 1st lien term loan. The
ratings have a stable outlook.

Ratings Rationale

The acquisition of AAVC will consolidate AVSC's market share and
create cost saving opportunities resulting from the overlapping
footprint of the two companies in key markets in California,
Arizona and Florida. Moody's expects AVSC's total debt to EBITDA to
increase only modestly by 0.1x to 4.8x (incorporating Moody's
standard analytical adjustments) at the close of the acquisition
before including the expected cost synergies that the company
expects to achieve over the next 12 months.

The B2 CFR reflects AVSC's high leverage (total debt to EBITDA,
incorporating Moody's standard analytical adjustments), especially
in the context of the company's cyclical business and high levels
of upfront capital investments needed to acquire or retain
customers. Moody's expects financial leverage to decline to 4.3x to
4.5x range by year-end 2015 from earnings growth driven by good
demand for outsourced audio visual meeting and event services.
AVSC's same hotel sales tend to correlate with the U.S. lodging
industry's RevPAR trends and Moody's expects RevPAR to grow 5-6%
over the next 12 to 18 months. But with such significant exposure
to business travel, Moody's also expects AVSC's revenues to be
highly correlated with business travel and spending in the U.S.

AVSC has revenue concentration with large hotel chains, although
the company's national footprint and significant market share
relative to its much smaller competitors reduce the risk of losing
an entire chain's business. The company has employees onsite at
customer locations and has reported high contract renewal rates
historically. However, contract renewals require upfront spending
on incentives and audio visual equipment, which can be large and
lumpy depending on the contracts. Moody's expects AVSC to generate
at least $20 million of free cash flow in 2015 and maintain good
liquidity.

The stable outlook is based on Moody's expectations that AVSC's
organic revenue growth will be at or above the RevPAR growth rates
over the next 12-18 months, leverage should decline gradually and
the company should produce free cash flow of about 2-3% of total
debt.

AVSC's ratings could be downgraded if liquidity deteriorates,
revenues decline and margin compression or increase in debt cause
total debt / EBITDA to be sustained above 5 times. Conversely, the
ratings could be upgraded if AVSC reduces debt such that financial
leverage and free cash flow to debt are expected to be sustained
below 4 times and above 8%, respectively, in a downturn.

The following ratings were affirmed:

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

$60 million senior secured revolving credit facility due 2019
-- B1 (LGD3)

1st lien Term Loan (upsized to $540 million) due 2021 -- B1
(LGD3)

$180 million 2nd lien Term Loan due 2022 -- Caa1 (LGD5)

Outlook -- Stable

Illinois-based AVSC, operating under the brand name PSAV, is a
provider of audio visual equipment and event technology support
within the hotel, resort and conference center industry.

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



BAPTIST HOME: Files 2nd Revised Plan Disclosures
------------------------------------------------
The Baptist Home of Philadelphia has filed a Disclosure Statement
in support of its Second Amended Plan of Reorganization dated Jan.
7, 2015.

The Plan segregates the various Claims against the Debtors into
these groups: administrative expense claims, priority tax claims,
professional fee claims, U.S. Trustee fees, Class 1 (bond
indebtedness claim), Class 2 (beneficial secured claim), Class 3
(other priority claims), Class 4 (beneficial unsecured claim),
Class 5 (general unsecured claims) and Class 6 (interdebtor
claims).  Under the Plan, Claims in Classes 1, 2 and 3 are
unimpaired, and Claims in Classes 1, 4, 5 and 6 are impaired.

The Plan will be implemented through distribution of the net sale
proceeds remaining after the Initial Indenture Trustee
Distribution, Final Initial Trustee Distribution, and Initial
Unsecured Creditor Distribution, other available Cash as of the
Effective Date (but excluding any Restricted Funds) and the
Beneficial Carve-Out, as well as continuation of the Debtor's
charitable purpose and mission through the Reorganized Debtor.  On
or before the Effective Date, the Debtor shall fully fund the
Claims Reserves, the Administrative Reserve Account, and the
Indenture Trustee Fee and Expense Reserve.  The Reorganized Debtor

shall, among other responsibilities, administer and resolve all
Claims filed against the Debtor's Estate and make all distributions
under the Plan.  No bond will be required of the
Reorganized Debtor in connection with the Plan.

The funds utilized to make Cash payments under the Plan have been
and/or will be generated from the Net Sale Proceeds, the Debtor's
operations prior to Closing, and the Beneficial Carve-Out.

In accordance with the Global Settlement Agreement, the $625,000
paid by Beneficial to the Debtor to and for the benefit of holders

of Class 5 Allowed General Unsecured Claims, will be used to pay
Allowed General Unsecured Claims. In addition, the Indenture
Trustee will carve-out from the Net Sale Proceeds realized from
the Debtor's Sale of Assets an amount equal to $125,000.  The
Percentage Sharing Carve-Out shall be split among the holder of
the Allowed Beneficial Unsecured Claim and the holders of Allowed
General Unsecured Claims as follows: (i) 35% of the Percentage
Sharing CarveOut shall be distributed to the holder of the Allowed

Beneficial Unsecured Claim; and (ii) 65% of the Percentage Sharing

Carve-Out shall be distributed to the holders of Allowed General
Unsecured Claims.

A copy of the Disclosure Statement is available for free at:

                        http://is.gd/DOmqkE

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia disclosed $37.3 million in assets and
$34.6 million in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.



BAYTEX ENERGY: Moody's Affirms Ba3 CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service changed Baytex Energy Corp.'s outlook to
stable from positive. Moody's also affirmed Baytex's Ba3 Corporate
Family Rating (CFR), Ba3-PD Probability of Default Rating and Ba3
senior unsecured notes rating. The SGL-3 Speculative Grade
Liquidity Rating remained unchanged.

"The change in outlook to stable reflects Moody's expectation that
Baytex's production will remain flat in 2015 with leverage
remaining in line with the Ba3 rating," says Paresh Chari, Moody's
Analyst. "We also expect that Baytex will breach a covenant in 2015
and that the banks will give the company relief."

Outlook Actions:

Outlook, Changed To Stable From Positive

Affirmations:

Probability of Default Rating, Affirmed Ba3-PD

Corporate Family Rating (Local Currency), Affirmed Ba3

Multiple Seniority Shelf, Affirmed (P)Ba3(LGD4)

Senior Unsecured Regular Bond/Debenture, Affirmed Ba3(LGD4)

Speculative Grade Liquidity Rating, unchanged SGL-3

Rating Rationale

Baytex's Ba3 Corporate Family Rating (CFR) reflects its significant
production base, geographic and product diversity, adequate cash
margins and leveraged full cycle ratio (LFCR). The rating also
considers the company's somewhat weaker retained cash flow to debt
and E&P debt to production metrics.

The SGL-3 rating reflects adequate liquidity through 2015. As of
September 30, 2014 Baytex had negligible cash and roughly C$565
million available under C$1.2 billion of credit facility due in
June 2018, which is unsecured and not subject to borrowing base
redeterminations. Moody's expect Baytex to fund 2015 negative free
cash flow of about C$100 million through the revolver. Baytex has
no debt maturities until 2021. Moody's expect Baytex to approach
breaching levels for the senior debt to EBITDA covenant in 2015
(Total Debt to EBITDA less than 4x, Senior Debt to EBITDA less than
3x, Senior Debt to Capitalization less than 50%, Fixed Charge
coverage greater than 2x) and it will need to renegotiate with its
lenders to get relief, which Moody's expect will be successful.
Baytex can also gain liquidity from asset dispositions without
necessarily using the proceeds towards debt repayment due to its
fully unsecured capital structure.

The stable outlook reflects Moody's expectation that Baytex will
get covenant relief in 2015 and that production will remain at
around 70,000 boe/d with leverage remaining at a level consistent
with the Ba3 rating.

The rating could be upgraded if Baytex can maintain retained cash
flow to debt above 40% and E&P debt to production below
US$25,000/boe.

The rating could be downgraded if retained cash flow to debt
appeared likely to fall below 20% or if E&P debt to production
appeared likely to rise above US$40,000/boe.

Baytex is a Calgary, Alberta-based exploration and production
company that has proved reserves of approximately 250 million
barrels of oil equivalent and average daily production of
approximately 70,000 boe/d (net of royalties) of which 85% is oil.

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.



BUCKEYE TOBACCO: S&P Affirms 'B-' Rating on 8 Note Classes
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
tranches from Buckeye Tobacco Settlement Financing Authority's
$5.53 billion tobacco settlement asset-backed bonds series 2007 and
affirmed its ratings on eight other tranches.  All outstanding
classes of this series were originally issued and rated in 2007.
The rated portion of Buckeye Tobacco Settlement Financing
Authority's series 2007 consists of serial bonds, turbo term bonds,
and convertible capital appreciation turbo term bonds maturing
between 2015 and 2047.

The rating actions reflect S&P's view of the transaction's
performance under a series of stressed cash flow scenarios,
including:

   -- A cigarette volume decline test that assesses if the
      transaction can withstand annual declines in cigarette
      shipments;

   -- Payment disruptions by the largest of the participating
      manufacturers, by market share, at various points over the
      transaction's term to reflect a Chapter 11 bankruptcy
      filing; and

   -- A liquidity stress test to account for settlement amount
      disputes by participating manufacturers, as a result of
      changes to their market share, which continues to shift to
      nonparticipating manufacturers.

S&P affirmed its ratings on classes that it believes will make
timely interest and principal payments under all three stress
scenarios commensurate with the current ratings.  S&P raised its
ratings on classes that can now make timely interest and principal
payments at a higher rating level.

The raised ratings also had to pass additional volume decline
sensitivity tests, commensurate with the higher rating levels.

S&P's analysis also reflects developments within the tobacco
industry.  S&P views the U.S. tobacco industry as having a stable
rating outlook based on the high brand equity and pricing power of
the top three manufacturers' conventional cigarette brands.  In
S&P's view, this should help offset ongoing cigarette volume
declines and allow for sustained cash flows.  However, changing
regulations and ongoing litigation risk are constraining factors
the industry faces.

RATINGS RAISED

Buckeye Tobacco Settlement Financing Authority
$5.53 billion tobacco settlement asset-backed bonds series 2007

                                              Rating
Class          CUSIP         Maturity     To          From
2007-A-1       118217AK4     6/1/2015     BBB+ (sf)   BBB (sf)
2007 A-1       118217AL2     6/1/2016     BBB+ (sf)   BBB (sf)
2007-A-1       118217AM0     6/1/2017     BBB+ (sf)   BBB (sf)

RATINGS AFFIRMED

Buckeye Tobacco Settlement Financing Authority
$5.53 billion tobacco settlement asset-backed bonds series 2007

Class          CUSIP         Maturity     Rating
2007-A-2       118217AN8     6/1/2024     B- (sf)
2007 A-2       118217AP3     6/1/2024     B- (sf)
2007 A-2       118217AQ1     6/1/2030     B- (sf)
2007 A-2       118217AR9     6/1/2034     B- (sf)
2007 A-2       118217AS7     6/1/2042     B- (sf)
2007 A-2       118217AT5     6/1/2047     B- (sf)
2007 A-2       118217AU2     6/1/2047     B- (sf)
2007-A-3       118217AV0     6/1/2037     B- (sf)



CAESARS ENTERTAINMENT: US Bankruptcy Recognized by Ontario Court
----------------------------------------------------------------
The Ontario Superior of Court of Justice said the Chapter 11
proceeding of Caesars Entertainment Operating Company Inc. and its
debtor-affiliates are "foreign main" proceedings under Section 45
of the Companies' Creditors Arrangement Act.

The Ontario Court also recognized certain orders granted by the
U.S. Court in the Debtors' Chapter 11 proceeding; and stayed all
claims against the Debtors.

The Debtors include one Canadian company, Caesars Entertainment
Windsor Limited.  CEWL has been appointed as foreign representative
of the Debtors.

CEWL retained as counsel:

   Blake, Cassels & Graydon LLP
   199 Bay Street, Suite 4000
   Toronto, Ontario MSL 1A9
   Attention: Mr. Matthew Kanter
   Tel: 416-863-5825
   Fax: 416-853-2653
   Email: matthew.kanter@blakes.com

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies.  Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The Company has its corporate headquarters in Las Vegas.  Harrah's
announced its re-branding to Caesar's in mid-November 2010.  

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

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

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

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

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


CENTRAL OKLAHOMA: Has Until Feb. 15 to File Disclosure Statement
----------------------------------------------------------------
U.S. Bankruptcy Judge Niles Jackson ordered that the deadline for
Central Oklahoma United Methodist Retirement Facility, Inc., doing
business as Epworth Villa, to file a disclosure statement is
extended to coincide with the expiration of its exclusive period
for filing a chapter 11 plan.

As reported in the TCR on Jan. 13, 2015, the Debtor requested that
it be permitted to delay the filing of a disclosure statement that
will accompany its Plan to a date not later than the date on which
its exclusive period expires -- presently Feb. 15, 2015.

Given the extraordinary circumstances of the case, and the unique
creditor constituencies involved, Epworth Villa believes that the
best interests of all parties will be served by its proposal of a
plan of reorganization, with an ensuing period of time in which
interested parties shall have an opportunity to discuss the Plan,
or modifications thereto -- all with the goal of a prompt and
efficient non-adversarial resolution of this case.

If Epworth Villa is required to undertake the significant expense
of preparing a disclosure statement with a view toward a contested
prosecution thereof (and of the Plan) in a relatively compressed
time-frame, valuable estate resources may be squandered, and
optimal conditions for consensual case resolution may not be
achieved.

             About Central Oklahoma United Methodist

Central Oklahoma United Methodist Retirement Facility, Inc., dba
Epworth Villa, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Okla. Case No. 14-12995) on July 18,
2014.  The case is before Judge Sarah A. Hall.

The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K.
Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals,
P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at
Gable & Gotwals, P.C., in Oklahoma City, Oklahoma.

The Debtor reported $118 million in total assets, and $108 million
in total liabilities.


CENTRAL OKLAHOMA: Secrest Hill OK'd to Handle Occhipinti Issue
--------------------------------------------------------------
The U.S. Bankruptcy Court authorized Central Oklahoma United
Methodist Retirement Facility, Inc. doing business as Epworth
Villa, to expand the scope of retention of W. Michael Hill, Jeffrey
Fields, Seth A. Caywood, and Secrest Hill Butler & Secrest, P.C.,
as special counsel.

Messrs. Hill, Fields and Caywood, and Secrest Hill will represent
the Debtor with respect to the Occhipinti Litigation.

The Occhipinti Litigation was not within the scope of the matters
in which Secrest Hill are authorized to represent Epworth Villa. No
special counsel have been employed to represent Epworth Villa with
respect to the Occhipinti Litigation.

On Dec. 19, 2014, the Court entered its order modifying automatic
stay, authorizing John Occhipinti, as personal representative of
the estate of Jimmie Lee Occhipinti and next of kin of Jimmie Lee
Occhipinti, Kathryn Ocariz, Susan McMillan, and James Occhipinti,
next of kin of Jimmie Lee Occhipinti to initiate a
negligence/wrongful death action in the District Court of Oklahoma
County, Oklahoma, against Epworth Villa (the "Occhipinti
Litigation").

In the event a judgment is entered in the Occhipinti Litigation,
the movants are authorized by the order to seek recovery
exclusively from Epworth Villa's liability insurance carrier, and
otherwise to seek no recovery from Epworth Villa without further
leave of Court.  Epworth Villa consented to the entry of the stay
relief order.

To the best of the Debtor's knowledge, Messrs. Hill, Fields,
Caywood, and Secrest Hill are "disinterested persons" as that term
is defined in Section 101(14) of the Bankruptcy Code.

              About Central Oklahoma United Methodist

Central Oklahoma United Methodist Retirement Facility, Inc., dba
Epworth Villa, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Okla. Case No. 14-12995) on July 18,
2014.  The case is before Judge Sarah A. Hall.

The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K.
Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals,
P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at
Gable & Gotwals, P.C., in Oklahoma City, Oklahoma.

The Debtor reported $118 million in total assets, and $108 million
in total liabilities.



CHINA BAK: Crowe Horwath (HK) Expresses Going Concern Doubt
-----------------------------------------------------------
China BAK Battery, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended Sept. 30, 2014.

Crowe Horwath (HK) CPA Limited expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has net liabilities, a working capital deficiency,
accumulated deficit from recurring net losses and significant
short-term debt obligations maturing in less than one year as of
Sept. 30, 2014.

The Company reported net income of US$37.8 million on US$123
million of net revenues for the fiscal year ended Sept. 30, 2014,
compared with a net loss of US$116 million on US$186 million of net
revenues in the prior year.

The Company's balance sheet at Sept. 30, 2014, showed US$44.0
million in total assets, US$48.3 million in total liabilities, and
a stockholders' deficit of US$4.33 million.

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

                       http://is.gd/z4KOgf

China BAK Battery conducted business through BAK International
Limited and its subsidiaries that produced prismatic cells,
cylindrical cells, lithium polymer cells and high power lithium
batters.  The BAK International business was foreclosed on June 30,
2014.  Consequently, China BAK is looking to develop, manufacture
and sell energy high power lithium batteries primarily for electric
vehicles when its Dalian, China manufacturing facilities start to
operate in the first quarter of 2015.



CITY NATIONAL: Fitch Puts 'BB' Preferred Stock Rating on Neg Watch
------------------------------------------------------------------
Fitch Ratings has placed City National Corporation's (CYN)
long-term Issuer Default Rating (IDR) of 'A-'on Rating Watch
Positive. The action follows the announcement that Royal Bank of
Canada (RY 'AA'/Stable Outlook) has announced an agreement to
acquire CYN for approximately $5.4 billion.

KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT

Fitch recently affirmed the Issuer Default Rating (IDR) of the RY
'AA' (please see separate Fitch press release dated Jan. 23, 2015
for detailed rationale). Fitch believes the acquisition of CYN by
RY would improve the CYN's overall financial profile as it would
stand to benefit from RY's Wealth Management platform in the U.S.,
which would help diversify CYN's revenue base. RY has a strong
franchise that includes personal and commercial banking, wealth and
asset management operations, insurance, investor and treasury
services and capital markets activities primarily in North America.
As part of the review, Fitch will consider whether CYN's rating are
equalized or notched from RY.

Fitch expects to resolve the Rating Watch upon the completion of
the transaction with RY. Closing is expected before the end of
calendar 2015 subject to customary closing conditions, including
receipt of required regulatory approvals and the approval of City
National's stockholders.

The Rating Watch Positive is reflects Fitch's view that RY's
acquisition will strengthen the company profile CYN.

RATING SENSITIVITIES - IDRS, VRs, SENIOR AND SUBORDINATED DEBT

CYN's ratings will likely be upgraded upon RY's completion of the
acquisition, although the degree of rating uplift is yet to be
determined. Under Fitch's criteria, CYN's ratings may be equalized
or notched down from RY's based on a number of factors. Should RY
be unable or unwilling to complete the acquisition of CYN, Fitch
would evaluate the reason and assess CYN's ratings accordingly.

KEY RATING DRIVERS - HOLDING COMPANY

CYN's IDR and VR are equalized with those of its operating
companies and banks, reflecting its role as the bank holding
company, which is mandated in the U.S. to act as a source of
strength for its bank subsidiaries. Ratings are also equalized
reflecting the very close correlation between holding company and
subsidiary default probabilities.

RATING SENSITIVITIES - HOLDING COMPANY

Should CYN's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near-term obligations, there
is the potential that Fitch could notch the holding company IDR and
VR from the ratings of the operating companies. This is viewed as
unlikely though for CYN given the strength of the holding company
liquidity profile.

Fitch is now considering introducing a rating differential between
the holding company and bank in the U.S. due to structural changes
in the sector and the evolving regulatory landscape, as described
in the special report 'U.S. Bank HoldCos & OpCos: Evolving Risk
Profiles', dated March 27, 2014. Given Fitch's views that CYN may
not receive a long-term debt requirement, its ratings may not be
impacted as a result of Fitch's evolving review regarding
notching.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

CYN has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, CYN is not systemically important and therefore,
the probability of support is unlikely. IDRs and VRs do not
currently incorporate any support.

RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

CYN's support rating of '5' could move higher upon RY's completion
of the acquisition of CYN, which would reflect potential
institutional support from RY. However, CYN's Support Rating Floor
is not anticipated to change regardless of the outcome of
acquisition by RY, since there is no rating floor for institutional
support.

KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS

CYN's uninsured deposit ratings are rated one notch higher than the
company's IDR and senior unsecured debt because U.S. uninsured
deposits benefit from depositor preference. U.S. depositor
preference gives deposit liabilities superior recovery prospects in
the event of default.

KEY RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS

CYN's ratings will likely move higher upon RY's completion of the
acquisition of CYN. Should RY be unable to complete the
acquisition, CYN's ratings will likely remain unchanged.

Fitch has placed the following ratings on Rating Watch Positive:

City National Corporation

-- Long-term IDR 'A-';
-- Short-Term IDR 'F1';
-- Viability Rating 'a-';
-- Senior Unsecured 'A-'
-- Preferred Stock 'BB'
-- Support '5'.

City National Bank

-- Long-term IDR 'A-';
-- Long-term Deposit 'A';
-- Short-Term IDR 'F1';
-- Short-Term Deposits 'F1';
-- Viability Rating 'a-';
-- Subordinated debt 'BBB+';
-- Support '5'.

Fitch has affirmed the following ratings:

City National Corporation

-- Support Floor at 'NF'.

City National Bank

-- Support Floor at 'NF'.



CLOUDEEVA INC: Trustee Seeks to Reject Contract with SVP Hammel
---------------------------------------------------------------
The trustee of Cloudeeva, Inc., is asking U.S. Bankruptcy Judge
Kathryn C. Ferguson for approval to reject its employment agreement
with Scott Hammel.

The Trustee sought entry of an order authorizing him to reject the
employment agreement nunc pro tunc Jan. 5, 2015.  The trustee
explained that he is operating the Debtors' businesses and managing
their business affairs pursuant to Sections 1106 and 1108 of the
Bankruptcy Code.

On May 23, 2014, Mr. Hammel entered into an employment agreement
with the Debtors, whereby Mr. Hammel agreed to serve as the
Debtors' senior vice president and general counsel.

A hearing is slated for Jan. 27, 2015.

                      About Cloudeeva, Inc.

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

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

Cloudeeva disclosed $4.99 million in assets and $6.53 million in
liabilities as of the Chapter 11 filing.  The company said only
$209,000 is owing to its lender Prestige Capital Corp. and more
than $5.2 million is owed for trade vendor payables.

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

                          *     *     *

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

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

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

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



CORRECTIONS CORP: Fitch Affirms 'BB+' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR), bank
facility and long-term unsecured debt ratings for Corrections
Corporation of America (CCA) with a Stable Rating Outlook.

KEY RATING DRIVERS

The affirmation of CCA's IDR at 'BB+' reflects the company's strong
credit metrics offset by declining occupancy rates and contract
losses. Over the last year, the company has benefited from
refinancing its unsecured bonds at a lower cost, thus improving its
fixed-charge coverage ratio. CCA also upsized its secured revolving
credit facility, improving its liquidity.

STRONG FINANCIAL METRICS

CCA's leverage is low relative to Fitch's rated U.S. equity REIT
universe but in-line with broader corporates at the same rating
level. Leverage (as measured by net debt to recurring operating
EBITDA) was 3.1x for the Trailing Twelve Months (TTM) ended Sept.
30, 2014, versus 3.0x and 2.5x for full year 2013 and 2012,
respectively. Excluding the effect of a $70 million lease
prepayment CCA made in 3Q 2014, TTM leverage would have been 2.9x.
The company targets leverage of 3.0x with a maximum level of 4.0x.
Fitch projects that leverage will decline slightly to approximately
3.0x over the next two years as the company generates cash flows
from newly-signed contracts and in-process developments.

CCA also has a high level of fixed-charge coverage. Coverage was
8.2x for the TTM ended Sept. 30, 2014 versus 7.2x and 6.4x in full
years 2013 and 2012, respectively. This metric is also strong
relative to Fitch's rated U.S. REIT universe but in-line with
broader corporates at the same rating level. Fitch defines coverage
as recurring operating EBITDA less recurring maintenance capital
expenditures divided by cash interest expense incurred. Fitch
expects coverage will decline to the mid-7.0x area as the company
refinances amounts outstanding on its revolving credit facility
with longer-term unsecured debt.

FALLING OCCUPANCIES

Average compensated occupancy was at 84.4% for the quarter ended
Sept. 30, 2014, down from 85.2% as of Dec 31, 2013 and a high of
99% for the quarter ended June 30, 2007. Total occupancy excluding
idled facilities was 95.5% as of Sept. 30, 2014, up slightly from
95% as of Dec. 31, 2013, indicative of stability for assets in
operation. While CCA desires a certain level of vacancy in order to
meet demand, occupancy has fallen steadily over the past six years.
This trend has been driven by the company increasing its available
beds from 73,000 to 83,000 over the same time period coupled with
contract losses which have resulted in idled facilities. Despite
falling occupancies, CCA has grown its revenue per compensated
man-day steadily and maintained its operating margins, as the
company incurs minimal costs on idled facilities.

SOLID COMPETITIVE POSITION

The long-term credit characteristics of the private correctional
facilities industry are generally attractive, although there are
potential headwinds. Public prisons are generally overcrowded and
the supply of new prisons has been modest over the past five years.
The private sector accounts for approximately 10% of the U.S.
prison market and CCA is the market leader with 41% market share of
all private prison beds. CCA's largest competitor, The GEO Group
(GEO), controls 32% of private prison beds, but relatively high
barriers of entry exist for other potential competitors. Despite
slight declines in prison populations since 2009, the U.S. private
correctional facilities should continue to exhibit modest growth in
the long run.

RELATIVELY STABLE CONTRACTUAL INCOME

CCA enters into contracts with federal agencies as well as state
and local governments. These customers typically guarantee
contracts either at a per-inmate-per-day (per diem) rate or utilize
a 'take or pay' arrangement which guarantees minimum occupancy
levels. Contracts with these government authorities are generally
for three to five years with multiple renewal terms, but can be
terminated at any time without cause. Terms are typically exposed
to legislative bi-annual or annual appropriation of funds process.
Since contracts are subject to appropriation of funds, strained
budget situations at federal, state, and local levels could
pressure negotiated rates.

The company received multiple requests for assistance with
contracts from its government customers throughout the financial
downturn. CCA was able to adjust cost and/or service items in
contracts to compensate for reduced revenue levels such that the
contracted profit and margins did not deteriorate. As a result, the
company had strong relative financial performance through the
recent recession. Despite several contract losses in recent years,
the historical renewal rate at owned and managed facilities is
approximately 90%.

LIMITED REAL ESTATE VALUE

CCA's real estate holdings provide only modest credit support.
There are limited to no alternative uses of prisons and the
properties are often in rural areas. The company has never obtained
a mortgage on any of its owned properties, exhibiting limited
contingent liquidity. However, the facilities do provide essential
governmental services, so there is inherent value in the
properties. Additionally, prisons have a long depreciable life of
50 years with a practical useful life of approximately 75 years.
CCA has a young owned portfolio with a median age of approximately
17 years.

LIMITED SECURED DEBT MARKET

Due to the uncertain real estate, the secured debt market for
prisons remains undeveloped and is unlikely to become as deep as
that for other commercial real estate asset classes, weakening the
contingent liquidity provided by CCA's unencumbered asset pool.
Fitch would view increased secured lender institutional interest
for prisons throughout business cycles as a positive credit
characteristic. Despite limited secured debt access, Fitch expects
that the company will retain strong access to capital through the
bank, bond and equity markets to fund its business and address debt
maturities.

CONCENTRATED, BUT CREDIT WORTHY CUSTOMER BASE

CCA's customer base is highly credit worthy, but slightly
concentrated as evidenced by the top 10 tenants accounting for 82%
of YTD revenues in 2014. Three of the company's top tenants are
large federal correctional and detention authorities, which
collectively made up 43% of revenues for the nine months ended
Sept. 30. 2014. The United States Marshals accounts for 17% of
revenue, the Bureau of Prisons accounts for 13% of revenue, and the
U.S. Immigration and Customs Enforcement accounts for 13% of
revenue. California, Georgia and Tennessee are the three largest
state customers and together account for 25% of YTD revenue. The
risk of revenue loss from the California corrections realignment
program has been mitigated by recent actions from the state
including a new lease at the 2,304-bed California City Correctional
Center.

CONSERVATIVE FINANCIAL POLICIES

Management has stated a leverage target of between 3.0x and 4.0x.
CCA maintains strong financial flexibility as it generates
annualized AFFO before dividends of over $330 million.
Approximately 75% of AFFO has been used to support the dividend
while the remaining 25% will support prison construction, debt
reduction or other corporate activities. The company's ROI hurdle
rate is 13-15% cash-on-cash, pre-tax EBITDA returns to all capital
investments. CCA does not have any debt maturing until 2017.

ADEQUATE LIQUIDITY COVERAGE

CCA's liquidity coverage is 1.8x for the period Oct. 1, 2014 to
Dec. 31, 2016. Sources of liquidity include unrestricted cash,
availability under the company's credit facility and projected
retained cash flows from operating activities after dividends. Uses
of liquidity include development and other capital expenditures.
CCA benefits from not having any debt maturities until 2017.

In accordance with Fitch's updated Recovery Rating (RR)
methodology, Fitch is now providing RRs for issuers with IDRs in
the 'BB' category. The RR of '1' for CCA's secured credit facility
supports a rating of 'BBB-', one notch above the IDR, and reflects
outstanding recovery prospects. The secured credit facility is
effectively senior to the unsecured bonds. CCA's accounts
receivable are pledged as collateral. Accounts receivable were $292
million as of Sept. 30, 2014. Equity in the company's domestic
operating subsidiaries and 65% of international subsidiaries are
also pledged as collateral. The long-term fixed assets are not
pledged. As of Sept. 30, 2014, leverage through the secured credit
facility was approximately 1.4x based on the drawn amount, and 2.3x
assuming the facility was fully-drawn.

The RR of '4' for CCA's senior unsecured debt supports a rating of
'BB+', the same as CCA's IDR, and reflects average recovery
prospects in a distressed scenario.

RATING SENSITIVITIES

Considerations for an investment grade IDR include:

  -- Increased privatization of the correctional facilities
     industry;
  -- An acceleration of market share gains and/or contract wins;
  -- Adherence to more conservative financial policies (2.0x
     leverage target; 4.0x minimum fixed charge coverage);
  -- Increased mortgage lending activity in the private prisons
     sector.

Considerations for downward pressure on the IDR/Outlook include:

  -- Fitch's projection of leverage sustaining above 3.5x coupled
     with continued fundamental business headwinds. Should
     operating fundamentals improve, indicating current operating
     weakness is more cyclical than secular in nature, leverage
     sustaining above 4.0x would be considered for downward
     pressure on the IDR or Outlook;

-- Increased pressure on per diem rates from customers;

-- Decreasing market share or profitable contract losses;

-- Material political decisions negatively affecting the
    long-term dynamics of the private correctional facilities
    industry.

Fitch has affirmed CCA's ratings and assigned Recovery Ratings as
follows:

-- IDR at 'BB+';
-- $900 million secured revolving credit facility at
    'BBB-'/'RR1';
-- $675 million senior unsecured notes at 'BB+'/'RR4'.

The Rating Outlook is Stable.




CYTODYN INC: Reports $4.98-Mil. Net Loss in Sept. 30 Quarter
------------------------------------------------------------
CytoDyn Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q, disclosing a net loss of $4.98
million for the three months ended Nov. 30, 2014, compared with a
net loss of $3.59 million for the same period in the prior year.

The Company's balance sheet at Nov. 30, 2014, showed $5.66 million
in assets, $7.35 million in  liabilities, and a stockholders'
deficit of $1.69 million.

The Company incurred a net loss of $8.36 million for the six months
ended Nov. 30, 2014 and has an accumulated deficit of $54.8 million
as of Nov. 30, 2014.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, according to the regulatory filing.

A copy of the Form 10-Q is available at:
                              
                       http://is.gd/kXnDKS
                          
CytoDyn Inc., a biotechnology company, develops therapeutic
monoclonal antibodies to address unmet medical needs in the areas
of human immunodeficiency virus (HIV) and acquired immune
deficiency syndrome (AIDS).  Its lead product candidate, PRO 140,
an antibody that belongs to a class of HIV/AIDS therapeutics known
as viral-entry inhibitors that are intended to protect healthy
cells from viral infection.  PRO 140 is a humanized monoclonal
antibody directed against CCR5, a molecular portal that HIV uses to
enter cells.  The company is based in Vancouver, Washington.


DENDREON CORP: Fair Harbor, Sierra Liquidity Buy Claims
-------------------------------------------------------
In the Chapter 11 case of Dendreon Corporation, et al., three
claims switched hands between Dec. 10, 2014, and Jan. 13, 2015:

     Transferee                   Transferor        Claim Amount
     ----------                   ----------        ------------
Fair Harbor Capital, LLC     C.B. Tang M.D. Inc.         $962.00
                             dba Careonsite

Fair Harbor Capital, LLC     Henry Ford Health System  $2,210.00

Sierra Liquidity Fund, LLC   Filterfresh Coffee          $781.20

                       About Dendreon Corp

With corporate headquarters in Seattle, Washington, Dendreon
Corporation -- http://www.dendreon.com/-- a biotechnology company

focused on the development of novel cellular immunotherapies to
significantly improve treatment options for cancer patients.
Dendreon's first product, PROVENGE (sipuleucel-T), was approved by
the U.S. Food and Drug Administration (FDA) and became
commercially
available for the treatment of men with asymptomatic
or minimally symptomatic castrate-resistant (hormone-refractory)
prostate cancer in April 2010.  Dendreon is traded on the NASDAQ
Global Market under the symbol DNDN.

Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014.  The Debtors have
requested that their cases be jointly administered under Case No.
14-12515.  The petitions were signed by Gregory R. Cox, interim
chief financial officer and treasurer.

Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain  holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing 84% of the $620 million aggregate principal amount of
the 2016 Notes.  The financial restructuring may take the form of
a stand-alone recapitalization or a sale of the Company or its
assets.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.

The Debtors disclosed $365 million in total assets and
$664 million in total liabilities as of June 30, 2014.

The U.S. Trustee for Region 3 appointed five members to the
Official Committee of Unsecured Creditors.


DOLLAR TREE: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to new issuer Chesapeake, Va.-based Dollar Tree Inc.
The outlook is stable.

Concurrently, S&P assigned a 'BB+' issue-level rating to the
company's senior secured credit facility with a '2' recovery
rating, indicating S&P's expectation for substantial (70%-90%)
recovery in the event of a payment default.  The credit facilities
include a $1.25 billion revolving credit facility, a $500 million
term loan A, and a $5.2 billion term loan B.  S&P is also assigning
a B+' issue-level rating to Dollar Tree's new $2.5 billion senior
unsecured notes with a '6' recovery rating, indicating negligible
(0% to 10%) recovery in the event of a payment default.

The 'BBB-' ratings on Family Dollar remain on CreditWatch with
negative implications.  Upon the completion of the transaction, S&P
expects to lower its rating on Family Dollar, including its
unsecured debt rating, to 'BB+' and assign a '2' recovery rating to
the existing $300 million notes due 2021.  These notes are rolling
over to Dollar Tree as part of the transaction.  While these senior
notes are currently unsecured, they will be secured equally and
ratably in the new capital structure and will be pari passu to the
new senior secured credit facilities given the limitations in liens
under the notes' indenture.

The company will use proceeds from the debt issuance largely to
fund the equity purchase price of Family Dollar and refinance debt
including outstanding Dollar Tree private placement notes and
Family Dollar's existing revolving credit facility and private
placement notes.

"The rating on Dollar Tree, including the "satisfactory" business
risk profile, reflects the large scale of the combine entity with
more than 13,000 stores pro forma, the largest discount retailer by
store count versus its peer Dollar General Corp. and substantial
proposed leverage," said credit analyst Diya Iyer. "The transaction
represents a significant shift in financial policy for Dollar Tree,
which has historically operated with a low level of funded debt."

The stable outlook incorporates S&P's expectation that modest
synergies, operational enhancements to Family Dollar's
underperforming store base and expected debt reduction will help
offset integration execution risks and the burden of the
significant increase in debt as a result of this transaction.
Dollar Tree will focus cash flow generation on new store growth and
supporting existing infrastructure and store efficiency
initiatives, with potential to leverage complementary merchandise
expertise and focus geographies.

Given the scale and complexity of the Family Dollar acquisition,
S&P remains cautious on how effectively the Dollar Tree management
can integrate the underperforming target and boost margins via
better sales, merchandising and store remodels, but believe these
are manageable in the near term given the largely complementary
store formats and Dollar Tree's strong historic execution.  S&P
thinks competition from other discounters will remain fierce,
potentially complicating execution of the integration.

Downside Scenario

S&P could lower the rating if performance falls significantly below
its projections because of worse-than-expected performance at
Family Dollar, leading to slower-than-expected sales growth and
gross margin contraction of more than 100 basis points, resulting
in leverage in the low-5x range, coverage in the high-2.0x range,
and single-digit percent FFO to debt, in line with a "highly
leveraged" financial risk score.

This would occur if Dollar Tree is unable to turn around Family
Dollar's operating performance, with persistent weak same-store
sales results and pressured market share compared to Dollar General
as it continues to expand its own store base.

Upside Scenario

S&P could raise the rating if leverage declined below 4.0x,
coverage exceeded 4.0x, and FFO/total debt improved to the 20%
range on a sustained basis, resulting in a "significant" financial
risk profile.  This would occur if Dollar Tree can optimize
locations, formats and product mix across banners faster than S&P
anticipates, driving store productivity gains ahead of S&P's
expectations.

However, S&P views this situation as unlikely over the next year
given the extensive effort required to achieve the most profitable
mix of branded and private label goods, leverage Dollar Tree's
foreign sourcing strength across the integrated company and reduce
management turnover at the Family Dollar units, among other
challenges.



DOTS LLC: Granted Until July 20 to Propose Chapter 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court extended Dots, LLC, et al.'s exclusive
periods to file a chapter 11 plan until July 20, 2015, and solicit
acceptances for that plan until Sept. 21, 2015.

The Court also overruled objections filed against the motion.

In previous bridge order, the Court temporarily extended the
Debtors' exclusive periods in which to file a plan and solicit
votes.

As reported in the Troubled Company Reporter on Jan. 20, 2015,
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the Debtors said they had began resolving
some 140 avoidance actions and has began reconciling claims to
determine how much is available for creditors.  Expiration of the
exclusive right to propose a Chapter 11 plan would disrupt
resolution of the suits, Dots said, the report related.

                         About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P. ("IPC")
and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51.6 million in assets and $85.4 million in liabilities as of the
Chapter 11 filing.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.



EC OFFSHORE: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: EC Offshore Properties, Inc.
                801 Travis St., Suite 1425
                P.O. Box 27086
                Houston, TX 77002

Case Number: 15-50085

Involuntary Chapter 11 Petition Date: January 26, 2015

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Petitioners' Counsel: Armistead M. Long, Esq.
                      GORDON ARATA MCCOLLAM DUPLANTIS & EAGAN, LLC
                      400 E. Kaliste Saloom Road Suite 4200
                      Lafayette, LA 70508
                      Tel: (337) 237-0132
                      Fax: (337) 237-3451
                      Email: along@gordonarata.com

                        - and -

                      Louis M. Phillips, Esq.
                      GORDON ARATA MCCOLLAM DUPLANTIS & EAGAN, LLC
                      One American Place
                      301 Main Street, Suite 1600
                      Baton Rouge, LA 70825-0004
                      Tel: (225) 381-9643
                      Fax: (225) 336-9763
                      Email: lphillips@gordonarata.com

Alleged Debtor's petitioners:

   Petitioners                  Nature of Claim  Claim Amount
   -----------                  ---------------  ------------
Campbell Evans                   Open Account        $100
5868 Westheimer # 633
Houston, TX 77057

Open Choke Exploration, LLC      Open Account      $1,957
5868 Westheimer # 633
Houston, TX 77057

OCXO, LLC                        Open Account    $144,687
5868 Westheimer #633
Houston, TX


ENERGY TRANSFER: Fitch Affirms 'BB' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed its ratings for Energy Transfer Equity,
LP (ETE) and Energy Transfer Partners, LP (ETP) with a Stable
Outlook. Fitch has also placed it ratings for Regency Energy
Partners, LP (RGP) on Rating Watch Positive following the
announcement that ETP is proposing to acquire RGP in a
unit-for-unit transaction valued at roughly $18 billion including
the assumption RGP debt. In association with the proposed
transaction ETP will assume all of RGP's outstanding senior debt
and refinance any RGP revolver borrowings. ETE has agreed to
provide a 5-year, incentive distribution rights subsidy of $320
million in support of the transaction. The proposal has been
reviewed and accepted by the Boards of Directors and Conflicts
Committees of both ETP and RGP, and is expected to close in the
second quarter of 2015 subject to Hart-Scott-Rodino approval and an
ETP and RGP unitholder vote.

The affirmation of ETP with a Stable Outlook is reflective of
FItch's belief that the transaction provides ETP with significant
benefits including increased size and scale, a robust platform for
growth, increased geographic exposure to the Marcellus and Utica
shale in particular, and the opportunity for a fair amount of what
should be easily achievable synergies. For ETE the affirmation
recognizes that ETE's consolidated credit profile does not
materially change as a result of the merger but by consolidating
RGP into ETP (a lower cost of capital entity) cash flows up to ETE
should improve, driven by expected synergies and improved returns
on growth projects previously planned at RGP. Additionally, ETE
should benefit somewhat from a simplification of its organizational
structure and slightly improved credit profile of its subsidiaries
though it remains structurally subordinate to a significant amount
of subsidiary debt.

Fitch expects no material impact to leverage at ETP as a result of
the transaction. Prior to the transaction Fitch's expectations for
leverage at ETP for 2015 and 2016 was a range of 4.0x to 4.5x, and
ETE leverage (non-consolidated) of between 3.0x and 4.0x. Both
companies, pro forma for the transaction, are expected by Fitch to
remain within these ranges through 2015 - 2016.

For RGP the Positive Watch reflects that in being acquired and with
its debt assumed by its higher rated affiliate, RGP's notes at
closing should be rated at ETP's rating. Fitch would expect to
resolve the Rating Watch at or near closing following Federal and
unit-holder approvals.

RATING SENSITIVITIES:

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

ETP

  -- A material improvement in credit metrics with ETP
     adjusted leverage sustained at between 3.5x and 4.0x;
  -- A lessening of consolidated company business risk as
     ETP acquires and expands fixed-fee operations.

ETE

-- Parent company debt-to-EBITDA maintained below 1.5x;
-- Improving credit profile and ratings at subsidiaries.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

ETP

-- Weakening credit metrics with ETP adjusted leverage
    above 5.0x;
-- Increasing commodity exposure.

ETE

-- Increasing parent company leverage above 4.5x;
-- Weakening credit profiles at ETP and RGP.

The following ratings have been affirmed by Fitch with a Stable
Outlook:

Energy Transfer Equity, L.P.

-- Issuer Default Rating (IDR) at 'BB';
-- Secured senior notes at BB+';
-- Secured term loan at 'BB+';
-- Secured revolving credit facility at 'BB+'.

Energy Transfer Partners, L.P.

-- IDR at 'BBB-';
-- Senior unsecured debt at 'BBB-';
-- Junior subordinated debt at 'BB'.

RGP's ratings have been placed on Rating Watch Positive. Fitch
currently rates RGP as follows:

-- Long-term IDR 'BB';
-- Senior secured revolver 'BB+';
-- Senior unsecured notes 'BB';
-- Series A preferred units 'B+'.



ENERGY TRANSFER: S&P Affirms 'BB' Rating, Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BBB-'
rating on Energy Transfer Partners L.P. (ETP) and its subsidiary
Panhandle Eastern Pipe Line Co. L.P., and maintained the stable
outlook following the announced acquisition of Regency Energy
Partners L.P.  At the same time, S&P placed Regency's 'BB'
corporate credit and senior unsecured rating on CreditWatch with
positive implications.  S&P also affirmed the 'BB' ratings on
Energy Transfer Equity L.P. (ETE) and maintained its stable
outlook.  As of Sept. 30, 2014, ETP and its subsidiaries had about
$18.6 billion of reported debt.

S&P believes the Regency acquisition will be essentially neutral
for ETP's credit quality.  ETP plans to acquire all the outstanding
limited partnership units of Regency for $17.3 billion, with the
issuance of about $11.2 billion of ETP common units, the assumption
of $6.8 billion of Regency debt, and a small cash payment to
Regency unitholders.

"The partnership's pro forma credit profile will benefit from
increased scale and geographic diversity through owning the Regency
assets," said Standard & Poor's credit analyst Nora Pickens.

The stable outlook on ETP reflects S&P's expectation that the
partnership's pro forma debt to EBITDA ratio will be in the low 4x
area.  S&P also expects the partnership to successfully integrate
Regency's operations and manage and finance its capital spending
program while keeping an adequate liquidity position.



FIRST NIAGARA: Fitch Affirms 'BB+' Subordinated Debt Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings of First Niagara Financial
Group, Inc. (FNFG) and its main subsidiary, First Niagara Bank at
'BBB-/F3'. In addition Fitch has assigned the holding company a
Negative Rating Outlook from its previous Rating Watch Negative.
For First Niagara Bank, the Rating Outlook is revised to Negative
from Stable.

KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT

First Niagara Financial Group, Inc's (FNFG) rating affirmation
reflects the bank's consistent performance, proven stable asset
quality, and continued capital build. The removal from Negative
Watch reflects Fitch's view that FNFG's holding company has
adequate liquidity, as Fitch calculates that is has 2x holding
company obligations coverage, excluding dividends from the bank. At
Sept. 30, 2014, FNFG's parent company had $382 million in cash to
service roughly $93 million of interest and operating expenses and
$112 million of annual common dividends.  FNFG coverage would
increase to 4x excluding the shareholder common dividend. Fitch
considers the level of holding company liquidity to be ample enough
to allow FNFG to improve its overall financial profile.
Incorporated in Fitch's affirmation is the assumption that FNFG
will continue to receive regulatory approval to upstream bank
dividends to the holding company and also maintain 2x coverage on a
rolling-quarter basis.

In Fitch's view, the company's core operating performance continues
to be satisfactory and in-line with rating expectations. FNFG's
announced fourth quarter 2014 (4Q'14) net income of $77.6 million
compared to $77.7 million the same period a year ago. Excluding the
one-time reversal related to deposit account remediation and
restructuring charges, core earnings were roughly $$69.2 million.
Total revenue, net interest income (NIM) and non-interest income,
was down compared to a year ago mainly due to the decline in income
accretion from prepayments of certain CLOs as well as compression
on loan yields. The NIM declined to 3.11%. In Fitch's view,
earnings may be pressured by the difficult economic and low
interest rate environment in 2015, similar to peers.

Asset quality continues to be solid and supports current ratings.
The company has historically delivered solid asset quality
performance through various credit cycles and currently FNFG's net
chargeoffs (NCOs) and nonperforming assets (NPAs; which includes
troubled debt restructuring and acquired loans) stood at 0.23% and
1.4% for 3Q'14, which compares favorably to peers. Although, Fitch
believes NCOs will increase from historical performance given
commercial loan growth, it is expected to remain manageable.

Fitch also recognizes that the company continues to build capital,
albeit gradually. Notably, the company's capital ratios improved
compared to 2013. FNFG's Tier 1 Common, TCE and Tier 1 RBC totaled
8.21%, 6.30% and 9.81%, respectively, for 4Q'14. Nonetheless,
FNFG's capital position is much lower than similarly-rated peers
and most of Fitch's U.S. rated financial institutions from a
tangible common equity (TCE) position and a regulatory capital
standpoint. By way of comparison, Fitch's Mid-tier Regional peer
group had average Fitch Core Capital/RWA (which is comparable to
Tier 1 Common) of 10.71% versus FNFG's of 8.06% as of Sept. 30,
2014.

The Negative Outlook reflects the company's lower than peer capital
position which has remained the case for longer than Fitch had
expected and, in Fitch's view, provides little support should
challenges arise. Additionally, Fitch believes FNFG's risk profile
has grown and is greater than other Mid-tier Regional peers. As
previously noted, FNFG's loan growth, particularly C&I, exceeded
the Mid-tier Regional group average over the last few years by a
wide margin. Further, the company has also entered relatively new
business lines such as indirect auto, leveraged lending, and
asset-based lending at a time when competition for loans is fierce.
Despite continued stable core operating performance, Fitch believes
the company may face some challenges at a time when financial
flexibility is pressured.

RATING SENSITIVITIES - IDRS, VRs AND SENIOR DEBT

Incorporated in today's rating action is the view that the company
will continue to accrete capital while maintaining appropriate
provisioning. Additionally, FNFG's ratings are sensitive to
maintenance of holding company debt service coverage of at least 2x
coverage on a rolling basis. Further, FNFG's ratings are sensitive
to Fitch's view of continued progress towards reducing its outsized
CLO portfolio to be Volcker compliant, with minimal losses. Should
any or all of the factors noted deviate from expectations, Fitch
would review the ratings for a downgrade.

A revision to Stable Outlook would likely occur if FNFG is able to
build its capital position to similarly-rated peer averages absent
any negative asset quality trends and decline in profitability
measures.

RATING SENSITIVITIES - HOLDING COMPANY

Should FNFG's holding company begin to exhibit signs of weakness,
be denied a dividend from its bank subsidiary, or have debt service
coverage below 2x, there is the potential that Fitch could notch
the holding company IDR and Viability Rating (VR) further from the
ratings of the operating companies.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

FNFG has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, FNFG is not systemically important and therefore,
the probability of support is unlikely. IDRs and VRs do not
incorporate any support.

RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

FNFG's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption as to capacity to procure extraordinary support
in case of need.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by FNFG and by
various issuing vehicles are all notched down from FNFG or its bank
subsidiaries' VRs in accordance with Fitch's assessment of each
instrument's respective non-performance and relative loss severity
risk profiles.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

The ratings of subordinated debt and other hybrid capital issued by
FNFG and its subsidiaries are primarily sensitive to any change in
FNFG's VR.

KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS

FNFG's uninsured deposit ratings are rated one notch higher than
the company's IDR and senior unsecured debt because U.S. uninsured
deposits benefit from depositor preference. U.S. depositor
preference gives deposit liabilities superior recovery prospects in
the event of default.

KEY RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS

The ratings of long- and short-term deposits issued by FNFG and its
subsidiaries are primarily sensitive to any change in FNFG's long-
and short-term IDRs.

Fitch has affirmed the following ratings with a Negative Outlook:

First Niagara Financial Group, Inc

-- Long-term Issuer Default Rating 'BBB-';
-- Short-term IDR 'F3';
-- Viability rating 'bbb-';
-- Senior unsecured 'BBB-';
-- Preferred stock 'B';
-- Subordinated debt 'BB+';
-- Support '5';
-- Support Floor 'NF'.

First Niagara Bank

-- Long-term deposits at 'BBB';
-- Long-term IDR at 'BBB-';
-- Viability at 'bbb-'
-- Short-term deposits at 'F3';
-- Short-term IDR at 'F3'.
-- Support at '5';
-- Support Floor at 'NF'.



FL 6801: Court Approves Termination of Canyon Ranch Management
--------------------------------------------------------------
The U.S. Bankruptcy Court authorized FL 6801 Spirits LLC, et al.,
to terminate the Canyon Ranch Management and related agreements
effective as of the closing date.

The Court also confirmed that the Canyon Ranch Entities'
obligations to assist in the transition of management of the
property to Z Capital Partners, L.L.C., a private equity firm,
pursuant to the transition is moot.

Z Capital, on Dec. 2, 2014 disclosed that the Bankruptcy Court
entered a sale order approving Z Capital as the successful bidder
in the auction process for the Carillon Hotel and Spa, which is
currently operated and managed as Canyon Ranch Hotel & Spa in Miami
Beach.

                    About Z Capital Partners

Z Capital Partners, L.L.C. -- http://www.zcap.net/-- is a private

equity firm with approximately $1.9 billion of regulatory assets
and committed capital under management and with offices in Lake
Forest, IL and New York, NY.  Z Capital pursues a value-oriented
approach in private equity that includes making control
investments in companies that may require growth capital, balance
sheet and or operational improvements.

Z Capital portfolio companies currently have aggregate worldwide
annual revenues of approximately $1.5 billion, sell products in
over 30 countries, and have in excess of 190,000 associates
directly and through joint ventures.

Z Capital's investors include prominent global sovereign wealth
funds, endowments, pension funds, insurance companies,
foundations, family offices, wealth management firms and other
financial institutions in North America, Europe, Asia, Africa and
the Middle East.

                      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.

The Associations are represented by Alan F. Kaufman, Esq., at
HINSHAW & CULBERTSON LLP; and Charles M. Tatelbaum, Esq., at TRIPP
SCOTT PA.



FLAT OUT: Court Dismisses Cases; Wind-Down Budget Approved
----------------------------------------------------------
The U.S. Bankruptcy Court dismissed that Chapter 11 cases of Flat
Out Crazy, LLC, et al.

The Court also ordered that the Debtors, by and through one of
their co-chief restructuring officers (Mark Samson and William
Henrich of Getzler Henrich & Associates LLC), are authorized to
take any and all necessary steps, perform actions, execute
documents, and expend the remainder of any funds as may be
necessary or appropriate to carry out or otherwise effectuate the
terms and conditions of the order and taking all other necessary
actions to effectuate the Debtors dissolution without any further
corporate action.

All prior payments made to the Debtors' professionals pursuant to
the surcharge settlement and all other payments that have been made
pursuant to the Debtors' wind-down budget are approved.

As reported in the Troubled Company Reporter on Nov. 6, 2014,
according to the Debtors, they have reached a point where they
have accomplished all that can be achieved in these cases and have
determined that dismissal is in the best interests of their
estates and creditors.  The Debtors said, among other things, that
they:

     i) ran a highly successful, but contentious, sale process
        under significant time constraints resulting in the sale
        of substantially all of their Flat Top Grill and Stir
        Crazy assets to The HillStreet Fund IV, LP -- the Debtors'
        postpetition DIP financing lender and primary prepetition
        senior and junior secured lender; and

    ii) successfully resolved significant disputes with certain of
        their creditors, including HillStreet, creditors asserting
        PACA trust priority claims, and Vogen Funding L.P.

The Debtors noted the sales generated an aggregate purchase price
in excess of $10 million, of which $6.7 million was attributable to
the Flat Top Assets and $3.3 million to the Stir Crazy Assets.  The
purchase price was comprised of a combination of cash, a credit
against amounts owed to HillStreet under the DIP financing facility
and against HillStreet's prepetition senior and junior secured
claims, and the assumption of certain liabilities.

Pursuant to the asset purchase agreements between the Debtors and
HillStreet:

     a) the Carve-Out required under the Debtors' final DIP
        financing order was fully funded in cash;

     b) HillStreet assumed liability for the payment of all cure
        amounts for nonresidential real property leases and
        contracts to be assumed and assigned as part of the
        transaction and for various employee obligations; and

     c) the amount of secured prepetition and postpetition debt
        owing to HillStreet was reduced by approximately
        $6,722,000.

The Debtor stated although the asset sale maximized value, it did
not generate sufficient proceeds to satisfy all secured debt owing
to HillStreet or to pay all professionals retained by the Debtors
and the Committee in full.  Indeed, the professionals spent
significant amounts of time and effort and incurred substantial
fees and expenses in running the sale process, addressing creditor
disputes, and otherwise advising the Debtors and the Official
Committee of Unsecured Creditors but are only being compensated
for a fraction of the amounts actually incurred.  Since the
closing of the asset sale, the Professionals have incurred and
continue to incur additional professional fees and expenses for
which they will not be paid, the Debtors added.

The Debtors pointed out the issue of the payment of professional
fees was heavily disputed in the weeks leading up to the petition
date and during the opening weeks of the cases during which the
Debtors were trying to secure necessary DIP financing to fund
business operations and the sale process.

The Debtors said no property remains to be administered for the
benefit of creditors or which can be used to fund a plan of
liquidation and there is no further benefit to remaining in
Chapter 11.  As such, having consulted with the Committee and the
U.S. Trustee, the Debtors have determined that a dismissal is in
the best interests of their estates and creditors.

                      About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtor disclosed $24.3 million in assets and $15.9 million in
liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.  The Committee tapped to retain Kelley Drye &
Warren LLP as its counsel and CBIZ Accounting, Tax and Advisory of
New York, LLC as financial advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.



FOURTH QUARTER PROPERTIES 86: Seeks Chapter 11 in Georgia
---------------------------------------------------------
Fourth Quarter Properties 86, LLC, sought Chapter 11 protection
(Bankr. N.D. Ga. Case No. 15-10135) in Newnan, Georgia, on Jan. 22,
2015.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due May 22, 2015.

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

Little Suwanee Holdings, LLC, owns 95 percent of the membership
interests in the Debtor while J. Bruce Williams, Jr., holds the
remaining 5 percent.

The Debtor is represented by Ward Stone, Jr., Esq., at Stone &
Baxter LLP, in Macon, Georgia.


GLOBAL CLEAN: Incurs $329K Net Loss in Third Quarter
----------------------------------------------------
Global Clean Energy Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net loss of $329,000 on $496,080 of total revenue for
the three months ended Sept. 30, 2014, compared with a net loss of
$705,300 on $59,900 of total revenue for the same period in the
prior year.

The Company's balance sheet at Sept. 30, 2014, showed
$19.5 million in total assets, $25.5 million in total liabilities,
and a stockholders' deficit of $5.96 million.

The Company incurred losses from operations applicable to its
common shareholders of $618,000 and $1.64 million for the nine
months ended Sept. 30, 2014, and 2013, respectively, and has an
accumulated deficit applicable to its common shareholders of $28.96
million at Sept. 30, 2014.  The Company also used cash in operating
activities of $638,000 and $1.11 million during the nine months
ended Sept. 30, 2014 and 2013, respectively.  At Sept. 30, 2014,
the Company had negative working capital of $6.4 million.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern, according to the regulatory filing.

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

                       http://is.gd/MlXK2U

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.

The Company reported a net loss of $328,000 on $78,800 of total
revenue for the quarter ended March 31, 2014, compared with a net
loss of $239,000 on $105,600 of total revenue for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed
$20.01 million in total assets, $16.6 million in total liabilities,
and a stockholders' deficit of $3.49 million.


GREENWOOD HALL: Deficits Raise Going Concern Doubt
--------------------------------------------------
Greenwood Hall Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $569,000 on $2.66 million of revenues for the three months ended
Nov. 30, 2014, compared with a net loss of $1.63 million on $2.1
million of revenue for the same period in 2013.

The Company's balance sheet at Nov. 30, 2014, showed $1.03 million
in assets, $6.71 million in liabilities, and a stockholders'
deficit of $5.68 million.

The Company has an accumulated deficit and a working capital
deficit as of Nov. 30, 2014 and has incurred a loss from continuing
operations during 2014.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern,
according to the regulatory filing.

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

                       http://is.gd/DuXhzk

Greenwood Hall, Inc., provides cloud-based education management
services to public and not-for-profit higher education institutions
in the United States.  Greenwood Hall is headquartered in Santa
Ana, California.



GT ADVANCED: $1.17MM in Claims Sold Between Nov & Dec
-----------------------------------------------------
In the Chapter 11 case of GT Advanced Technologies Inc., et al., 29
claims switched hands between Nov. 11, 2014, and Dec. 19, 2014:

     Transferee                   Transferor        Claim Amount
     ----------                   ----------        ------------
Claims Recovery Group LLC        Us Centrifuge        $66,036.80
                                 Systems, Llc

Bowery Opportunity Fund, Ltd.    Impress Public       $32,367.33
                                 Relations, dba
                                 Impress Labs

Bowery Opportunity Fund, Ltd.    Impress Public       $47,367.33
                                 Relations, dba
                                 Impress Labs

Bowery Opportunity Fund, Ltd.    Instron              $91,415.53

Bowery Opportunity Fund, Ltd.    Instron              $91,415.53

Bowery Opportunity Fund, Ltd.    PV Tech Group LLC    $20,000.00

Bowery Opportunity Fund, Ltd.    PV Tech Group LLC    $40,000.00

Bowery Opportunity Fund, Ltd.    Zensar Technologies  $45,089.00
                                 IM, Inc.

Bowery Opportunity Fund, Ltd.    Zensar Technologies  $50,823.79
                                 IM, Inc.

Liquidity Solutions, Inc         American Barcode     $14,502.02
                                 & RFID

Liquidity Solutions, Inc         MT Systems Inc      $303,470.61

Liquidity Solutions, Inc         Snell & Wilmer LLP   $36,576.50

Sonar Credit Partners III, LLC   Tactical Support      $8,949.07
                                 Institute LLC

Tannor Partners Credit Fund, LP  AGP Technologies,    $38,000.00
                                 LLC

Tannor Partners Credit Fund, LP  Air Incorporated     $47,392.29

Tannor Partners Credit Fund, LP  Execu-Sys LTD.       $26,000.00

Tannor Partners Credit Fund, LP  Execu-Sys LTD.       $26,000.00

Tannor Partners Credit Fund, LP  Edison Consulting    $29,893.32
                                 Group

Tannor Partners Credit Fund, LP  I Automation         $13,672.15

Tannor Partners Credit Fund, LP  InfinityQS            $6,715.97
                                 International Inc

Tannor Partners Credit Fund, LP  Mad Cap Software,     $3,457.00
                                 Inc

Tannor Partners Credit Fund, LP  National Mechanical   $1,081.74
                                 Services, Inc

Tannor Partners Credit Fund, LP  Nor-Cal Products,     $7,731.81
                                 Inc.

Tannor Partners Credit Fund, LP  University Wafer      $7,980.00
                                 Inc

Tannor Partners Credit Fund, LP  Valley Design Corp   $14,176.13
                                 Operations Inc

Tannor Partners Credit Fund, LP  Warner Graham        $12,096.00
                                 Company

Tannor Partners Credit Fund, LP  Warner Graham        $12,096.00
                                 Company

Tannor Partners Credit Fund, LP  Warner Graham        $42,792.00
                                 Company

Tannor Partners Credit Fund, LP  Warner Graham        $42,792.00
                                 Company

                  About GT Advanced Technologies

Headquartered in Merrimack, New Hampshire, GT Advanced Technologies
Inc. -- http://www.gtat.com/-- produces materials and equipment
for the electronics industry.  On Nov. 4, 2013, GTAT announced a
multiyear supply deal with Apple Inc. to produce sapphire glass
material for use in consumer electronics products.

Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.

GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT."  GTAT was de-listed from the NASDAQ
stock exchange in October 2014.

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and eight affiliates
filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916).  GT
says that it has sought bankruptcy protection due to a severe
liquidity crisis brought about by its issues with Apple.

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.  The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.

GTAT has reached a settlement with Apple.  The settlement gives
Apple an approved claim for $439 million secured by more than 2,000
sapphire furnaces that GT Advanced owns and has four years to sell,
with proceeds going to Apple.  In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.


H.J. HEINZ: Fitch Rates Proposed $2BB 2nd Lien Notes 'BB'
---------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to H.J. Heinz Company's
proposed $2 billion second lien secured notes due in 2025.

Heinz plans to use the net proceeds to repay a pro rata portion of
the $2.8 billion Term B-1 Loan and $5.6 billion Term B-2 Loan for a
leverage neutral transaction that improves the company's debt
maturity profile.  The notes will be senior secured second lien
obligations and rank pari passu with Heinz's $3.1 billion 4.25%
notes due Oct. 15, 2020 and H.J. Heinz Finance UK plc's GBP125
million 6.25% notes due Feb. 18, 2030. The notes will be
effectively subordinated to the company's present and future first
priority indebtedness including the term loans mentioned above and
the company's $2 billion revolver.

The notes will be secured on a second-priority basis by the assets
that secure Heinz's guarantors' obligations under the senior
secured credit facilities (see Collateral and Covenant section
below). The notes are guaranteed by H.J. Heinz Corporation II
(Holdings) and wholly owned subsidiaries that guarantee Heinz's
obligations under the credit facilities. Covenants are
substantially the same as the existing senior secured second lien
notes due 2020. The notes contain a change of control provision at
101 plus accrued interest. There is an optional redemption feature.
Also there is an equity clawback allowing redemption up to 40% of
the notes with proceeds from equity offerings.

KEY RATING DRIVERS

Highly Leveraged after Buyout: The ratings balance Heinz's highly
leveraged capital structure after its $28.75 billion buyout by
Berkshire Hathaway Inc. (Berkshire) and 3G Special Situations Fund
III, L.P. (3G) on June 7, 2013, with its relatively low business
risk as a global packaged food company. Fitch estimates Heinz's
leverage (operating EBITDA/total debt with equity credit) has come
down substantially from 8.8 times (x) for calendar 2013 to 6.8x for
the latest 12 months ended Sept. 28, 2014 pro forma for $1 billion
voluntary repayment of 1st lien term loans and significant EBITDA
growth. The company has approximately $17.6 billion in debt pro
forma for this debt reduction (including Fitch's 50% equity credit
for $8 billion preferred stock, see details below).

Strong Owner/Operators: The ratings incorporate significant
qualitative benefits from the company's owners both for their
financial strength and operating track records. 3G has a proven
ability to increase operating profitability substantially and
rapidly deleverage acquired firms such as Burger King Worldwide,
Inc. and Anheuser Busch InBev NV/SA (Fitch IDR 'A'/Outlook Stable).
3G has already begun to achieve similar results at Heinz in terms
of margin expansion and deleveraging. Heinz's adjusted EBITDA is up
32.7% to $2 billion for the nine months ending Sept. 28, 2014
versus the prior year period due to lower cost of goods sold and
sg&a driven by cost savings from productivity initiatives.

Preferred Stock Provides Flexibility: Integrated into the ratings
is Fitch's treatment of the $8 billion 9% cumulative perpetual
preferred stock (preferred) held by Berkshire. Fitch classifies 50%
of the principal as equity and 50% as debt. Fitch views the
flexibility to defer the $720 million annual dividend as part of
its rationale for assigning 50% equity credit and a lever to pull
should there be unanticipated deterioration in cash flow and/or
liquidity concerns. Fitch does not think deferral is likely in the
near term. The preferred dividends are cumulative. Heinz has the
ability to call the preferred after three years from issuance, or
early 2016.

Growing FCF: FCF (after the preferred dividends and capital
expenditures) has swung to approximately $550 million positive year
to date in 2014 and should remain substantial over the next several
years as one-time charges dissipate and EBITDA grows at least by a
mid-single digit percentage annually as cost savings ramp up. Fitch
estimates that FCF was negative by approximately $450 million for
the 2013 calendar year due to significant merger, restructuring,
and other nonrecurring cash charges.

Substantial Size and Global Diversification: The ratings
incorporate Heinz's product and geographic diversification, as well
as its leading market share positions in major product categories.
Ketchup and sauces represented 49% of calendar 2013 stub year
(eight months) sales while meals and snacks represented 35%, infant
nutrition represented 10% and other products comprised the
remaining 6%. Heinz generates about two-thirds of its sales outside
the U.S., with emerging markets making up approximately 25% of the
firm's approximately $11.3 billion annual revenue. Organic revenue
fell 1.4% year to date on 3.3% lower volume partially offset by
1.9% higher pricing. Top line weakness in North America,
particularly in frozen meals, and in parts of Europe, remain
concerns for Fitch. Weak top line has been impacted by soft
category trends in U.S. frozen foods, as well as the company's
intentional pruning of lower margin products. Fitch anticipates
that top line organic growth should improve beyond the near term,
as emerging markets exposure expands and more than offsets
sluggishness in developed markets.

Liquidity, Maturities, Covenants, and Collateral:

Ample Liquidity: Liquidity and on-going financial flexibility are
expected to remain adequate despite considerably higher leverage
post-buyout. Liquidity totaled $4.9 billion, including Heinz's $2
billion undrawn revolver and $2.9 billion in cash and cash
equivalents at Sept. 28, 2014. Cash and cash equivalents are down
to $2.3 billion after the fourth quarter 2014 term loan repayment.
Fitch believes Heinz will maintain high liquidity.

Improved Maturity Profile: Heinz has improved its maturity profile
with this notes issuance and the term loan repayment mentioned
above. Heinz is no longer subject to the $95 million annual term
loan amortization since the $1 billion counted toward the
prepayments. Also Heinz is not currently subject to an excess cash
flow payment since first lien secured leverage is less than 3.25x.
Term loans due in June 2019 and 2020 have decreased from $9.4
billion to $6.4 billion. There are also $3.1 billion 2nd lien notes
due Oct. 2020. Approximately $2.2 billion of pre-LBO debt
outstanding primarily consists of long dated maturities of 2028 or
beyond. This legacy debt is senior unsecured except for GPB125
million notes due in 2030 at H.J. Finance UK Plc that became 2nd
lien secured at the transaction closing.

Collateral and Covenant: Heinz's credit agreement has one financial
covenant, which is only tested if more than $50 million is drawn on
the revolver at quarter end. This first lien net leverage ratio
nets out up to $2 billion cash. Fitch estimates ample covenant
cushion. The first-priority debt is secured by a perfected
first-priority security interest in substantially all tangible and
intangible property with carve-outs that include Principal
Property. Based on Fitch's interpretation, this includes the gross
book value of certain manufacturing, processing plants or
warehouses located in the U.S. Fitch views the value of the
collateral as meaningful as it is substantially based on the value
of Heinz's trademarks, which include namesake Heinz, Ore-Ida, and
Smart Ones. Collateral for junior-lien debt includes a
second-priority security interest in assets securing the
first-priority debt.

RATING SENSITIVITIES

Upgrade Not Anticipated: An upgrade of Heinz's ratings is not
anticipated in the near term due to high leverage. However,
realization of cost savings, faster-than-anticipated deleveraging,
accelerated top-line growth and growing FCF would be viewed
positively, making upward migration of the ratings possible in the
intermediate term.

Downgrade on Lack of Deleveraging: A negative rating action could
occur if deleveraging is materially slower than Fitch expects such
that Fitch would anticipate total debt with equity credit (50%
equity credit for preferred stock) to operating EBITDA will be
materially above 7.5x and further deleveraging is not likely.
Prolonged weak organic top line growth or declines, lack of
significant margin expansion, or increased debt levels could
trigger adverse rating actions. The inability to generate FCF or
sustained loss of market share in core product categories would
also be viewed negatively.

Fitch currently rates Heinz and its subsidiaries as follows:

H.J. Heinz Holding Corp. (Formerly Hawk Acquisition Holding Corp).
(Parent)

-- Long-term Issuer Default Rating (IDR) 'BB-'.

H.J. Heinz Co. (Heinz)

-- Long-term IDR 'BB-';
-- 1st lien secured credit facilities 'BB+';
-- 2nd lien secured notes 'BB';
-- Senior unsecured notes 'BB-'.

H.J. Heinz Finance Co.

-- Senior unsecured notes 'BB-'.

H.J. Heinz Finance UK Plc.

-- 2nd lien secured notes 'BB'.

The Rating Outlook is Stable.



H.J. HEINZ: Moody's Assigns B1 Rating on $2BB 2nd Lien Notes
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to $2 billion of
proposed senior secured second-lien notes being offered by H.J.
Heinz Company. Moody's also upgraded to Ba1 from Ba2 the ratings on
Heinz's senior secured first-lien debt instruments and affirmed its
Ba3 Corporate Family Rating. The B2 senior unsecured debt ratings
of Heinz and affiliates are unaffected. The rating outlook is
stable.

Net proceeds from the second-lien notes offering will be used to
repay a portion of the $8.4 billion outstanding under Heinz's
senior secured first-lien term loan facilities, consisting of Term
B-1 term loans totaling $2.8 billion maturing 2019, and Term B-2
term loans totaling $5.6 billion maturing 2020. Thus, Moody's
expects that total debt outstanding after the note issuance will be
unchanged at approximately $13.6 billion.

Rating Rationale

Heinz's Ba3 Corporate Family Rating reflects high financial
leverage that resulted from the company's $28 billion leveraged
buyout in 2013 by an investment group comprised of Brazil-based 3G
Capital and Berkshire Hathaway. Through the repayment of
acquisition debt and the implementation of cost savings
initiatives, Heinz has since reduced debt/EBITDA to below 6.0x,
after Moody's adjustments, from nearly 7.0x. However, cash flow
metrics remain weak due partly to heavy restructuring costs and a
total $720 million of dividends upstreamed every year to service $8
billion of 9% parent company preferred stock held by Berkshire
Hathaway. The rating is supported by Heinz's strong global
franchise and attractive long-term growth opportunities in emerging
markets, where the company has expanded profitably in recent
years.

The Ba1 rating on the senior secured first-lien debt instruments
reflects the anticipated partial pay-down of the term loans through
net proceeds from the proposed $2 billion second-lien notes that
will lower the proportion of first-lien debt in the capital
structure relative to lower-ranking debt instruments in terms of
right of payment. The senior secured first-lien debt instruments
include an undrawn $2 billion revolving credit facility, $2.8
billion of Term B-1 term loans and $5.6 billion of Term B-2 term
loans. The roughly $6.4 billion of first-lien debt that will remain
after completion of the proposed note offering will represent
approximately 47% of total debt capitalization, compared to 62%
currently.

H.J. Heinz Company

Rating Affirmed:

  Corporate Family Rating at Ba3;

  Probability of Default Rating affirmed at Ba3-PD;

Rating Assigned:

  $2 billion of proposed senior secured second-lien notes
  due 2025 at B1/LGD4;

Ratings Upgraded to Ba1/LGD2 from Ba2/LGD3:

  $2.00 billion senior secured first-lien bank revolving
  credit facility expiring June 2018;

  $2.78 billion senior secured first-lien bank Term Loan
  B-1 due June 2019;

  $5.60 billion senior secured first-lien bank Term Loan B-2
  due June 2020.

Loss Given Default revised:

  Senior secured debt to LGD4 from LGD5.

The rating outlook is stable.

The B1 rating on senior secured second-lien debt is one notch below
the Ba3 Corporate Family Rating, reflecting $6.4 billion of
first-lien debt (rated Ba1) that will be positioned ahead of $5.1
billion of second lien debt upon completion of the proposed notes
offering. The senior secured second-lien debt instrument rating is
supported by their positioning ahead of approximately $1.9 billion
of unsecured debt in the capital structure in terms of right of
payment.

Moody's anticipates that Heinz will seek to retire the $8 billion
of parent-company preferred stock at the first call date in June
2016, which could result in a re-leveraging of the balance sheet.
These expensive securities issued to Berkshire as part of the LBO
financing bear a burdensome 9% coupon that draws $720 million
annually from Heinz in the form of dividends and disadvantages the
economics of 3G's 50% equity position against Berkshire's. Thus,
Moody's expect that 3G will facilitate the retirement of these
securities as soon as economically feasible.

Moody's treats the parent preferred stock as equity for analytical
purposes. These securities provide strong loss absorption to more
senior elements of the capital structure, and provide for accruing
preferred dividends -- as opposed to a mandatory cash dividend --
providing a high degree of financial flexibility.

A rating upgrade is not likely until Heinz is able to sustainably
reduce leverage and simplify its capital structure. Quantitatively,
Heinz would need to sustain debt/EBITDA below 5 times before an
upgrade would be considered. A downgrade could occur if financial
policy becomes more aggressive or if one of Heinz's core businesses
deteriorates such that debt/EBITDA is not likely to be sustained
below 6 times.

Headquartered in Pittsburgh, PA, H. J. Heinz Company is a leading
marketer and producer of branded foods in ketchup, condiments,
sauces, meals, soups, snacks and infant foods. Key brands include
Heinz(R) Ketchup, sauces, soups, beans, pasta and infant foods,
Ore-Ida(R) French Fries and roasted potatoes, Smart Ones(R) meals
and Plasmon(R) baby food. Moody's estimate that for fiscal 2014,
Heinz generated sales of approximately $11.2 billion. Heinz
operates in over 200 countries and employs 25,000 people worldwide.
Heinz is owned by an investment group comprised of Brazil-based 3G
Capital and Berkshire Hathaway.

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



H.J. HEINZ: S&P Assigns 'BB' Rating on $2BB 2nd Lien Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to H.J. Heinz Co.'s proposed $2 billion
second-lien senior secured notes due 2025.  S&P assigned a 'BB'
issue rating to the notes and assigned a recovery rating of '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
in the event of a payment default.  At the same time, S&P revised
its recovery rating on the company's existing $3.1 billion
second-lien notes due 2020 and 2030 to '2' from '4' and raised the
issue-level rating to 'BB' from 'BB-'.  S&P also raised its senior
secured credit facilities ratings to 'BB+' from 'BB' and revised
the recovery ratings to '1', indicating its expectation of very
high (90% to 100%) recovery in the event of a payment default, from
'2'.  S&P revised the recovery ratings on the company's senior
unsecured debt to '3' from '4', indicating its expectations for
average (30% to 50%) recovery in the event of a payment default;
the senior unsecured debt ratings remain 'BB-'.

"Our ratings on Heinz reflect its significant debt burden,
financial sponsor ownership, broad portfolio of branded products,
strong geographic diversity, and history of stable profitability,"
said Standard & Poor's credit analyst Bea Chiem.

Heinz will use proceeds from the notes offering to repay its senior
secured term loans and to pay related fees and expenses.  S&P views
this transaction as leverage neutral.



HARVEST OPERATIONS: Moody's Lowers Corporate Family Rating to B1
----------------------------------------------------------------
Moody's Investors Service downgraded Harvest Operations Corp.'s
Corporate Family Rating (CFR) to B1 from Ba3, Probability of
Default Rating to B1-PD from Ba3-PD, and the rating on the US$500
million senior unsecured notes due 2017 to B2 from B1. Moody's also
lowered the Speculative Grade Liquidity Rating to SGL-4 from SGL-3.
The rating outlook was changed to negative from stable. The rating
for the bonds guaranteed by Korea National Oil Company (Aa3 stable,
KNOC) remained unchanged at Aa3.

"The downgrade reflects Harvest's rising leverage across all
metrics and its weak liquidity," says Paresh Chari, Moody's
Analyst. "Lower projected EBITDA and increased debt are also
expected to pressure three financial covenants, which will require
relief from its banks."

Downgrades:

Issuer: Harvest Operations Corp.

  Corporate Family Rating, Downgraded to B1 from Ba3

  Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

  Senior Unsecured Regular Bond/Debenture (Foreign Currency)
  Oct 1, 2017, Downgraded to B2 LGD4 from B1 LGD4

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

Outlook Actions:

Issuer: Harvest Operations Corp.

  Outlook, Changed To Negative From Stable

Rating Rationale

Harvest's B1 CFR reflects its stand-alone credit profile of B3 and
implicit support from its 100% parent, KNOC, for which Moody's
attribute two notches of rating uplift. The B3 stand-alone credit
profile is constrained by very high leverage across all metrics and
requires considerable capital requirements to develop its oil sands
reserves. The rating favorably considers Harvest's 65% oil- and
liquids-weighted production platform, and sizeable reserves base.
Harvest is KNOC's largest subsidiary in terms of reserves and
production. Given Harvest's importance and relevance to KNOC's
broader corporate strategy, Moody's expect Harvest's future growth
and capital decisions to continue to be steered by KNOC.

The existing unsecured and unguaranteed notes are rated B2,
reflecting the priority ranking of the company's secured C$1
billion revolving credit facility and limited cushion provided by
the two subordinated intercompany loans of about US$170 million and
C$160 million. The US$630 million senior unsecured notes are
unconditionally and irrevocably guaranteed by KNOC and are rated
Aa3.

The SGL-4 Speculative Grade Liquidity Rating reflects weak
liquidity through 2015. At September 30, 2014, Harvest had no cash
and about C$440 million available under its C$1 billion revolving
credit facility due April 2017. Moody's expect Harvest to fund 2015
negative free cash flow of about C$180 million through its
revolver. Moody's expect Harvest to breach the senior debt to
EBITDA, the EBITDA to interest, and the total debt to total
capitalization covenants (secured debt to EBITDA less than 3x,
EBITDA to interest greater than 2.5x, secured debt to
capitalization less than 50%, debt to capitalization less than 55%)
in the third quarter 2015 and will need to renegotiate with its
lenders to get relief. Harvest has some ability to sell assets to
raise additional funds to support its liquidity. KNOC has provided
significant financial support to Harvest since acquiring it in
December 2009. While Moody's anticipate that KNOC will continue to
support Harvest, this is not factored into the SGL rating, which
Moody's consider on a standalone basis.

The negative outlook reflects Harvest's lower projected EBITDA that
is expected to pressure three financial covenants, which would
require relief from the banks, and very high utilization under its
revolver. If Harvest can get covenant relief and maintain adequate
liquidity the outlook could be stabilized.

The non-guaranteed ratings could be downgraded if Harvest's
liquidity remains weak or if debt to production approaches
US$70,000/boe. The non-guaranteed ratings could also be downgraded
on a change in Moody's view of the support provided by KNOC. The
rating on the guaranteed bonds would be downgraded if KNOC was
downgraded.

The non-guaranteed ratings could be upgraded if Harvest's E&P debt
to average daily production approaches US$40,000/boe on a
sustainable basis, and the LFCR exceeds 1x. The rating on the
guaranteed bonds would be upgraded if KNOC was upgraded.

Harvest is a Calgary, Alberta based oil and natural gas company and
wholly-owned subsidiary of KNOC. Harvest has production of about
38,000 barrels of oil equivalent per day (net of royalties) and a
proved reserve base of 204,000 thousand barrels of oil equivalent.

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.



HIPCRICKET INC: Can Hire Rust Consulting as Claims Agent
--------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware authorized Hipcricket, Inc., to employ
Rust Consulting Omni Bankruptcy, a division of Rust Consulting,
Inc., as claims and noticing agent to, among other things, (a)
distribute required notices to parties-in-interest, (b) receive,
maintain, docket, and otherwise administer the proofs of claims
filed in the Debtor's Chapter 11 case, and (c) provide other
administrative services -- as required by the Debtor -- that would
fall within the purview of services to be provided by the Clerk's
Office.

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

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

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

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

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

                         About Hipcricket

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

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

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

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


HIPCRICKET INC: Has Interim Approval of $2.59-Mil. DIP Loan
-----------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware gave Hipcricket, Inc., interim authority
to obtain senior secured postpetition financing up to an aggregate
principal amount of $2,588,000, from SITO Mobile, Ltd., as lender.

SITO Mobile, the proposed purchaser of the Debtor's assets, has
committed to provide up to $3.4 million of postpetition financing
to the Debtor.  The DIP obligations will be due and payable on the
earlier of the date the sale is consummated or April 3, 2015.

The DIP Financing may be used to fund the day-to-day working
capital needs and Chapter 11 administrative expenses of the Debtor
during the pendency of the Chapter 11 case and to allow the Debtor,
if subsequently approved by the Court, to effectuate a sale of
substantially all of the Debtor's assets.

The Debtor is also given interim authority to use cash collateral
securing their prepetition indebtedness.  As of Jan. 22, 2014, the
Debtors was indebted and liable to Fast Pay Partners, LLC, for
$1,833,713.

A full-text copy of the Interim DIP Order with Budget is available
for free at http://bankrupt.com/misc/HIPCRICKETdip0123.pdf

Prior to the interim hearing, the Debtor revised its proposed DIP
Order to accommodate the comments raised by the Court.  A
blacklined version of the revised proposed DIP Order is available
at http://bankrupt.com/misc/HIPCRICKETdipbl0123.pdf

The motion is set for a final hearing on Feb. 11, 2015, at 2:00
p.m.  Objections are due not later than five business days before
the scheduled final hearing date.

Fast Pay is represented by:

         Harold Lee, Esq.
         9300 Wilshire Blvd., Suite 500
         Beverly Hills, CA 90212

            -- and --

         Scott H. Siegel, Esq.
         LEVINSON, ARHSONSKY & KURTZ, LLP
         15303 Venture Blvd., Suite 1650
         Sherman Oaks, CA 91403
         E-mail: ssiegel@laklawyers.com

            -- and --

         Deirde M. Richards, Esq.
         THE LAMM GROUP
         1608 Walnut Street, Suite 703
         Philadelphia, PA 19103
         E-mail: drichards@lammlaw.com

The DIP Lender is represented by:

         Matthew Hinker, Esq.
         Joseph Gangitano, Esq.
         GREENBERG TRAURIG LLP
         200 Park Avenue
         New York, NY 10166
         E-mail: hinkerm@gtlaw.com
                gangitanoj@gtlaw.com

                         About Hipcricket

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

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

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

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


INTERCORE INC: Has $4.45-Mil. Net Loss in Sept. 30 Quarter
----------------------------------------------------------
InterCore, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $4.45 million on $351,000 of revenues for the three months ended
Sept. 30, 2014, compared to a net loss of $907,100 on $42,900 of
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $3.29 million
in assets, $11.5 million in liabilities, and a stockholders'
deficit of $8.2 million.

The Company incurred significant losses and negative cash flows
from operations since its inception in April 2010 and has an
accumulated deficit of $24.5 million as of Sept. 30, 2014.  Cash
used in operating activities during the nine months ended Sept. 30,
2014 and 2013 totaled $2.79 million and $2.19 million respectively,
and the Company has a working capital deficiency of $10.7 million
as of Sept. 30, 2014.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern,
according to the regulatory filing.

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

                       http://is.gd/BdX2X2

InterCore, Inc. ("ICOR") is a publicly traded (OTCBB: ICOR) private
equity firm with a focus on emerging technology investment
opportunities.  As an owner and investor, ICOR serves the financial
and other needs of emerging companies run by talented entrepreneurs
and operating executives who are dedicated to creating profitable
businesses that create positive change in our world.  Generally
investing in or acquiring companies that are at the cusp of
commercialization, ICOR focuses primarily on providing equity,
acquisition debt, or bridge financing to emerging high-growth
companies and entrepreneurs.  Based on its management's depth of
experience, ICOR may supplement the capabilities of its portfolio
companies to help them achieve their potential, thereby maximizing
the value of the investment for ICOR's shareholders.



JHK INVESTMENT: Has Until Feb. 27 to File Plan and Disclosures
--------------------------------------------------------------
Bankruptcy Judge Alan H. W. Shiff entered a stipulated order
setting a timetable for the filing and confirmation of a plan of
reorganization; or, in the alternative, converting the Chapter 11
case of JHK Investments, LLC, to one under Chapter 7; or dismissing
the case.

The U.S. Trustee requested for relief, noting that the Debtor has
been in Chapter 11 for over two years and has not yet proposed a
plan.  At the behest of William K. Harrington, U.S. Trustee for
Region 2, the Court ordered that:

   1. By Feb. 27, 2015, the Debtor will file either a motion to
dismiss its case or a disclosure statement and a plan;

   2. If the Debtor's case remains pending after April 14, 2015,
the Debtor will obtain confirmation of a plan by June 2, 2015; and

   2. If the Debtor fails to meet the foregoing deadlines, the U.S.
Trustee may file with the Court a declaration certifying the
non-compliance.

                        About JHK Investments

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, 2012,
estimating under $100 million in assets and more than $10 million
in liabilities.  Bankruptcy Judge Alan H. Shiff presides over the
case.  James Berman, Esq., Lawrence S. Grossman, Esq., Craig I.
Lifland, Esq., and Aaron Romney, Esq., at Zeisler & Zeisler, P.C.,
represent the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.  The
Debtor disclosed $38,690,639 in assets and $32,127,278 in
liabilities as of the Chapter 11 filing.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.



KOPPERS INC: S&P Revises Outlook to Negative & Affirms 'B+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Pittsburgh-based Koppers Inc. to negative from stable.  At the same
time, Standard & Poor's affirmed its 'B+' corporate credit rating
on the company.

S&P also revised the recovery rating on the company's existing
senior secured debt to '2' from '1' and lowered the issue-level
rating on the senior secured debt to 'BB-' from 'BB'.  The '2'
recovery rating indicates S&P's expectations for substantial (70%
to 90%) recovery if a payment default occurs.  In addition, S&P
withdrew its '3' recovery and 'B+' issue-level rating on the
company's $400 million senior unsecured notes.  The company had
originally planned to issue the notes to refinance existing senior
secured debt, however the transaction ended up not going through
due to volatile market conditions.

"The outlook revision follows the company's announcement that it
decided to not go through with its plans to issue $400 million
senior unsecured notes to partially refinance existing senior
secured debt," said Standard & Poor's credit analyst Danny Kraus.

As a result, S&P forecasts that the senior secured leverage and
fixed-charge coverage covenants will be moderately tighter than our
previous expectations.  S&P expects the company to maintain an
EBITDA cushion of about 10% for the next few quarters.  S&P also
believes that management will remain proactive in negotiating
potential covenant relief should cushion under the covenants
deteriorate materially.

The outlook is negative.  S&P expects that covenant compliance will
be tight over the next few quarters, and anticipate that management
will proactively manage compliance with covenants if earnings were
to deteriorate modestly from current levels.  S&P believes that the
relatively steady earnings generated by the Performance Chemicals
and RUPS segments will impart some stability to the company's
operating results.  S&P's base case projects that growth in these
two segments should help offset an anticipated drop in the more
volatile CM&C segment.  S&P anticipates that over the next year the
company will focus on using free cash flow to reduce debt and
maintain adequate liquidity, as opposed to pursuing large
acquisitions.  At the current rating, S&P would expect the company
to maintain credit measures at the lower end of the "aggressive"
financial risk profile, including FFO to debt of 12% to 15% (pro
forma for acquisitions).



LEXARIA CORP: Requires Additional Funds to Maintain Operations
--------------------------------------------------------------
Lexaria Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $349,000 for the three months ended Nov. 30, 2014, compared with
a net loss of $75,500 for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $2.25 million
in assets, $789,000 in total liabilities, and stockholders' equity
of $1.46 million.

The Company at Nov. 30, 2014 had a deficit accumulated since its
inception of $8.66 million (Aug. 31, 2014: $8.32 million).  The
Company has working capital surplus of $1.41 million as at
Nov. 30, 2014 (Aug. 31, 2013 working capital surplus:
$1.65 million).  The Company requires additional funds to maintain
its existing operations and developments.  These conditions raise
substantial doubt about our Company's ability to continue as a
going concern, according to the regulatory filing.

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

                       http://is.gd/aFXVp3

Lexaria Corp. was formed under the laws of the State of Nevada and
commenced operations on Dec. 9, 2004.  The Company is an
independent natural gas and oil company engaged in the exploration,
development and acquisition of oil and gas properties in the United
States and Canada.  The Company's entry into the oil and gas
business began on Feb. 3, 2005.  The Company has offices in
Vancouver and Kelowna, BC, Canada.  Lexaria's shares are quoted in
the USA under the symbol LXRP and in Canada under the symbol LXX.

On Dec. 9, 2014, the Company filed its annual report on Form 10-K
for the fiscal year ended Aug. 31, 2014.

MNP LLP expressed substantial doubt about the Company's ability to
continue as a going concern, citing that the Company had recurring
losses and requires additional funds to maintain its planned
operations.

Lexaria filed with the U.S. Securities and Exchange Commission its
annual report on Form 10-K, disclosing net loss of $3.26 million on
$nil of total revenue for the ten months ended Aug. 31, 2014,
compared with a net loss of $302,000 on $nil of total revenue for
the same period in the prior year.

The Company's balance sheet at Aug. 31, 2014, showed $2.64 million
in total assets, $918,000 in total liabilities and total
stockholders' equity of $1.72 million.


LIBBEY GLASS: Capital Allocation No Impact on Moody's B1 Rating
---------------------------------------------------------------
Moody's Investors Service said that Libbey Glass Inc.'s ("Libbey",
B1 stable) announcement of a dividend initiation, increased share
repurchase program and increased interest in leveraging
acquisitions at its recent Investor Day is a credit negative but
has no impact of the company's ratings or outlook.

Headquartered in Toledo, Ohio, Libbey Glass Inc. designs,
manufactures and markets glass tableware products and designs and
markets ceramic dinnerware and flatware products. The company
serves foodservice, retail, and business-to-business customers in
over 100 countries. Libbey reported preliminary sales of $853
million for the year ended December 31, 2014. Libbey Glass Inc. is
the operating subsidiary of Libbey Inc. (NYSE: LBY).



LIFE PARTNERS: DOJ Watchdog Seeks Appointment of Ch. 11 Trustee
---------------------------------------------------------------
William T. Neary, U.S. Trustee for Region 6, and the U.S.
Securities and Exchange Commission filed separate motions asking
the U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, to direct the appointment of a trustee in the
Chapter 11 case of Life Partners Holdings, Inc., saying "cause"
exists to appoint a trustee.

According to the U.S. Trustee, a judgment by the U.S. District
Court finding that the Debtor's management has repeatedly violated
securities laws and has attempted to constrain its independent
auditors are findings relevant to examiner or trustee issues.
Moreover, the U.S. Trustee notes, in SEC v. Life Partners Holding,
Brian Pardo, and R. Scott Peden, the U.S. District Court found that
the Debtor "and LPI effectively operate as a single entity."

The U.S. Trustee asserts that in this case, appointing a trustee is
in the interest of creditors because the filing is in bad faith.
The U.S. Trustee says it is in the best interests of the creditors
to have an independent trustee to assume control over the estate in
order to evaluate any alter ego claims, avoidance actions, and
other tort claims.  Moreover, the U.S. Trustee says it is in the
best interest of the creditors and other parties-in-interest to
have accurate financial information.

The SEC asserts that the Debtor has effectively conceded that
current management cannot be trusted to protect the interests of
the estate or its creditors, or to follow the law, and therefore
needs a court-supervised fiduciary to keep watch on management's
actions.  The SEC believes that the appropriate fiduciary is an
independent Chapter 11 trustee selected by the Office of the U.S.
Trustee.

The U.S. Trustee is represented by:

         Lisa L. Lambert
         Assistant U.S. Trustee
         OFFICE OF THE UNITED STATES TRUSTEE
         1100 Commerce St. Room 976
         Dallas, TX 75242
         Email: (214) 767-1080

The SEC is represented by:

         Jessica B. Magee, Esq.
         Matthew J. Gulde, Esq.
         B. David Fraser, Esq.
         U.S. SECURITIES AND EXCHANGE COMMISSION
         Burnett Plaza, Suite 1900
         801 Cherry Street, Unit #18
         Fort Worth, TX 76102-6882
         Tel: (817) 978-6465
         Fax: (817) 978-4927
         Email: MageeJ@sec.gov

Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is a financial services company engaged in
the secondary market for life insurance known as life settlements.

Life Partners Holdings, Inc., sought protection under Chapter 11 of
the Bankruptcy Code on Jan. 20, 2015 (Bankr. N.D. Tex., Case No.
15-40289).  The case is assigned to Judge Russell F. Nelms.

The Debtor's counsel is J. Robert Forshey, Esq., at Forshey &
Prostok, LLP.


LIFE PARTNERS: Seeks Appointment of Examiner
--------------------------------------------
Life Partners Holdings, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, to direct the
appointment of Tracy A. Bolt of BDO USA, LLP, as examiner,
acknowledging the fact that the U.S. Securities and Exchange
Commission and other creditors and parties-in-interest will likely
assert that the Debtor should be subject to certain degree of
oversight and control.

The Debtor also requests that the examiner be given expanded powers
such as to observe the Debtor's operations, advise the Debtor on
how to comply with state and federal securities laws and
regulations, ensure that the Debtor does not declare dividends or
dissipate assets, and provide regular reporting to the Court
regarding the same.

The Debtor further requests authority from the Court to employ BDO
to assist Mr. Bolt in his performance as examiner.

The SEC, the largest unsecured creditor, and William T. Neary, U.S.
Trustee for Region 6, object to the appointment of an examiner in
the Debtor's Chapter 11 cases, and instead, filed their separate
motions seeking the appointment of a Chapter 11 trustee.

The SEC states: "The SEC agrees with the Debtor that an independent
fiduciary should be appointed, but that fiduciary should be a
Chapter 11 Trustee appointed by the United States Trustee in
accordance with Section 1104(d) of the Bankruptcy Code, and not a
self-selected examiner.  The Debtor's Examiner Motion is merely one
more litigation tactic designed to entrench current management's
control over the Debtor for its own pecuniary benefit and to
prevent an independent review of the Debtor's business practices
and its prepetition dividend transfers to insiders."

The U.S. Trustee states: "By advocating for expansion of an
examiner's powers, the Debtor seeks to circumvent appointment of a
chapter 11 trustee. But the facts require a chapter 11 trustee. . .
Because the Debtor has put the interest of creditors and other
parties in interest in issue, the Court should consider whether the
facts merit a chapter 11 trustee."

Advance Trust & Life Escrow Services, LTA, and Purchase Escrow
Services, LLC, in separate filings, tell the Court that they take
no position on the appointment of an examiner with expanded powers.
However, the creditors said they have no objection as long as the
Examiner allows Life Partners, Inc., to continue in the business of
providing them with critical information and direction that they
require on a daily basis.

In response of the objections, the Debtor maintains that the
appointment of an examiner is mandatory in its bankruptcy case
because the Debtor's debt to the SEC alone based on the judgment
rendered by the U.S. District Court is more than $38 million.  The
Debtor notes that Section 1104(c) of the Bankruptcy Code provides
that "the court shall order the appointment of an examiner to
conduct such an investigation of the debtor as is appropriate . .
., if. . . (2) the debtor's fixed, liquidated, unsecured debts . .
. exceed $5,000,000."  Moreover, although not necessary, the
appointment of an examiner, which would allow the Debtor to remain
in possession of its business, is also in the best interests of the
creditors, equity security holders and other interests of the
estate as required by Section 1104(c)(1).

ATLES is represented by:

         J. David Dickson, Esq.
         Matt Czimskey, Esq.
         BEARD KULTGEN BROPHY
         BOSTWICK & DICKSON, L.L.P.
         220 South Fourth Street
         Waco, TX 76701
         Tel: (254) 776-5500
         Fax: (254) 776-3591
         E-mail: Dickson@thetexasfirm.com
                Czimskey@thetexasfirm.com

PES is represented by:

         Andy McSwain, Esq.
         FULBRIGHT WINNIFORD, APC
         P.O. Box 445
         Waco, TX 76703
         Tel: (254) 776-6000
         Fax: (254) 776-8555
         E-mail: amcswain@fulbrightlaw.com

                      About Life Partners

Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is a financial services company engaged in
the secondary market for life insurance known as life settlements.

Life Partners Holdings, Inc., sought protection under Chapter 11 of
the Bankruptcy Code on Jan. 20, 2015 (Bankr. N.D. Tex., Case No.
15-40289).  The case is assigned to Judge Russell F. Nelms.

The Debtor's counsel is J. Robert Forshey, Esq., at Forshey &
Prostok, LLP.


LONG BEACH: Amendments to Komanoff Sale Agreements Approved
-----------------------------------------------------------
U.S. Bankruptcy Judge Alan S. Trust approved certain amendments
to:

   1. the asset purchase agreement between debtor Long Beach
Memorial Nursing Home doing business as The Komanoff Center for
Geriatric and Rehabilitative Medicine, and MLAP Acquisition, I,
LLC, dated as of May 8, 2014;

   2. the purchase and sale agreement between Komanoff and MLAP
Acquisition II LLC, dated as of May 8, 2014; and

   3. the form of receivership agreement, all relating to the
Komanoff sale.

Long Beach Medical Center, et al., and Komanoff, together with the
Official Committee of Unsecured Creditors, sought for entry of an
order.

Any objections to the joint motion were overruled.  The Court also
authorized, among other things:

   -- The Debtor to utilize the full amount of the MLAP Deposit to
satisfy administrative expenses of the restate, including, without
limitation, to pay accrued professional fees;

   -- The Debtor to lend up to $785,000 of pre-receivership
receivables, and the purchaser is obligated to repay any amounts,
on the terms and conditions set forth in the amendments to the
Komanoff Sale Agreements; and

   -- The parties to take any and all actions necessary to
effectuate the relief granted pursuant to the order.

A copy of the first amendment to the APA is available for free at:

  http://bankrupt.com/misc/LBM_335_order_Komanoffamendment.pdf

                    About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical Center and Long Beach Memorial Nursing Home
d/b/a The Komanoff Center for Geriatric and Rehabilitative
Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014.

Long Beach Medical Center scheduled $17,400,606 in total assets
and $84,512,298 in total liabilities.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

The U.S. Trustee has appointed three members to the official
committee of unsecured creditors.  The panel retained Klestadt &
Winters, LLP, led by Sean C. Southard, Esq., as counsel.



LONG BEACH: Court Amends Order Authorizing $1.5MM Financing
-----------------------------------------------------------
The U.S. Bankruptcy Court entered an amended order authorizing Long
Beach Medical Center, et al., to obtain credit and incur senior
secured debt up to the aggregate amount of $1,500,000 with priority
over all secured indebtedness and with administrative
superpriority; and use cash collateral.

The amended order provides that Section 10(b) of the financing
order is amended to read as:

   (b) No Third Party Rights.  Except as explicitly provided for
herein and in the DIP Financing Documents, the Financing Order does
not create any rights for the benefit of any third party, creditor,
landlord, lessor, equity holder, or any direct, indirect or
incidental beneficiary. Notwithstanding the preceding, nothing
contained in the Financing Order as amended and modified by this
Amending Order, shall affect or impair the ability, as contemplated
by the DIP Financing Documents, of MLAP to pledge and assign its
rights, claims and remedies as Lender under the DIP Financing
Documents as collateral under its Loan Agreement with Hudson Valley
Bank, N.A. or of Hudson Valley Bank, N.A. to enforce its rights in
connection with such collateral pledge.

The Court added that all other respects the terms, conditions and
provisions of the financing order remain unchanged.

                     DIP Financing Motion

The Debtors stated that they will use the DIP financing for general
working capital purposes, general corporate purposes relating to
the postpetition operations and the costs and expenses associated
with the cases.

Pension Benefit Guaranty Corporation, South Nassau Communities
Hospital and other secured creditors assert interest in the
Komanoff Collateral (Long Beach Memorial Nursing Home, Inc., doing
business as The Komanoff Center for Geriatric and Rehabilitative
Medicine).

As of the Petition Date, the balance due on the 1998 Series A
Project Revenue Bonds was $173,000, and the balance of the mortgage
repayment and operating escrow sum is $41,100 and $345,000,
respectively.  The Debtors are in the process of finalizing an
arrangement with HFA to satisfy the remaining balance out of the
mortgage repayment and operating escrow
and obtain a refund of any amounts in excess of such balance.

As adequate protection from any diminution in value of the lenders'
collateral, the Debtors will grant the lenders security interests,
liens, and superpriority administrative claims status

The Pension Benefit Guaranty Corporation, South Nassau Communities
Hospital and other secured creditors assert interest in the
Komanoff Collateral.

As of the Petition Date, the balance due on the 1998 Series A
Project Revenue Bonds was $173,000, and the balance of the mortgage
repayment and operating escrow sum is $41,100 and $345,000,
respectively.  The Debtors are in the process of finalizing an
arrangement with HFA to satisfy the remaining balance out of the
mortgage repayment and operating escrow
and obtain a refund of any amounts in excess of such balance.

Interest on the outstanding balance of the DIP Loans will be
payable at an interest rate of four percent per annum, except in
the Event of Default in which event the Default Interest Rate of
seven percent will apply;

The DIP Loan is obligated to be repaid on the earlier of the date
of the closing on the sale of LBMNH to MLAP or the date of an event
of default.

                 About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs The Komanoff Center for
Geriatric and Rehabilitative Medicine, a 200-bed skilled nursing
facility affiliated with LBMC. It provides services for residents
requiring long term nursing home care and short term post-acute
(sub-acute) care.  Currently there are 127 residents of Komanoff.

Long Beach Medical Center and Long Beach Memorial Nursing Home
d/b/a The Komanoff Center for Geriatric and Rehabilitative
Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014.

Long Beach Medical Center scheduled $17.4 million in assets and
$84.5 million in liabilities.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

The U.S. Trustee has appointed three members to the official
committee of unsecured creditors.  The panel retained Klestadt &
Winters, LLP, led by Sean C. Southard, Esq., as counsel.



MACKEYSER HOLDINGS: Amends Schedule of Personal Property
--------------------------------------------------------
MacKeyser Holdings, LLC, filed with the U.S. Bankruptcy Court for
the District of Delaware a first amendment to its schedules of
assets and liabilities, and statement of financial affairs.

A copy of Schedule B -- Personal Property is available for free at


   http://bankrupt.com/misc/MacKeyserHoldings_765_amendedSAL.pdf

On Aug. 19, 2014, the Debtors filed their schedules of assets and
liabilities, disclosing, among other things:

   Debtor                           Assets        Liabilities
   ------                           ------        -----------
Mackeyser Holdings, LLC             $160,239      $18,424,891
Optical Management Systems, Inc.     $13,149       $7,169,009
Riverfront Hearing, Inc.                $401       $7,516,077
American Optical Services, Inc.      Unknown      $12,155,860
Genesis Eye Center, PLLC              $5,288       $7,161,148

Copies of the schedules are available for free at:

           http://bankrupt.com/misc/MacKeyser_SAL.pdf
           http://bankrupt.com/misc/MacKeyser_SAL2.pdf
           http://bankrupt.com/misc/MacKeyser_SAL3.pdf
           http://bankrupt.com/misc/MacKeyser_SAL4.pdf
           http://bankrupt.com/misc/MacKeyser_SAL5.pdf

                    About MacKeyser Holdings

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

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

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

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

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


MICHIGAN TOBACCO: S&P Affirms B- Rating on $490.501MM Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B- (sf)' rating on
Michigan Tobacco Settlement Finance Authority's $490.501 million
taxable tobacco settlement asset-backed bonds series 2006 A, which
was originally issued and rated in 2006.  Series 2006 A is a
capital appreciation turbo term bond that matures in June 2034.

The affirmation reflects S&P's view of the transaction's
performance under a series of stressed cash flow scenarios,
including:

   -- A cigarette volume decline test that assesses if the
      transaction can withstand annual declines in cigarette
      shipments;

   -- Payment disruptions by the largest of the participating
      manufacturers, by market share, at various points over the
      transaction's term to reflect a Chapter 11 bankruptcy
      filing; and

   -- A liquidity stress test to account for settlement amount
      disputes by participating manufacturers, as a result of
      changes to their market share, which continues to shift to
      nonparticipating manufacturers.

S&P affirmed its rating on the 2006 A class because it believes the
bonds will make timely interest payments under all three stress
scenarios commensurate with the current rating.

S&P's analysis also reflects developments within the tobacco
industry.  S&P views the U.S. tobacco industry as having a stable
rating outlook based on the high brand equity and pricing power of
the top three manufacturers' conventional cigarette brands.  In
S&P's view, this should help offset ongoing cigarette volume
declines and allow for sustained cash flows.  However, changing
regulations and ongoing litigation risk are constraining factors
the industry faces.



MIDLAND UNIVERSITY: Fitch Hikes Rating on $8.3MM Bonds to 'B+'
--------------------------------------------------------------
Fitch Ratings has upgraded the rating on Midland University, NE's
(MU) $8.3 million of outstanding series 2004A revenue bonds issued
by the Nebraska Educational Finance Authority to 'B+' from 'B'.
Fitch does not rate MU's series 1998 or 2003 bonds.  However,
Fitch's analysis considers the university's $15.8 million of total
outstanding debt.

The Rating Outlook has been revised to Positive from Stable.

SECURITY

MU's obligation to make payments to the authority pursuant to a
loan agreement and promissory note is absolute and unconditional.
The university pledges its gross revenues for such purposes.

The authority pledges its interest in the MU loan agreement to the
trustee. The authority issued the bonds and loaned the proceeds to
MU.

A cash-funded debt service reserve for the series 2004A bonds
totals $816 thousand, as of May 31, 2014.

KEY RATING DRIVERS

INCREASING OPERATING STABILITY: The rating upgrade reflects MU's
increasing operating stability evidenced over the past three years.
Continued balance sheet improvements, including the ongoing
repayment of endowment fund loans, could contribute to additional
positive rating action in the next two years.

POSITIVE OPERATING MARGINS: Positive operating margins in each of
the past three years are a marked improvement from a decade of
negative results that caused the university severe financial
distress. A doubling of net tuition revenues and fees since fiscal
2010, due in large part to continued enrollment gains, has created
greater overall stability.

ENROLLMENT GROWTH: Headcount has approximately doubled over the
past five years to 1,382 students, including 5.7% year-over-year
growth in fall 2014. This reverses a one-third decline the prior
five years. Expanded graduate programs, a high school scholar
program, and possibly a larger footprint fuel MU's growth plans.

LIQUIDITY LIMITS FLEXIBILITY: Balance sheet resources, while
improved, remain weak and limit the university's overall financial
flexibility. Moreover, high tuition discounting could slow the rate
of improvement in available funds. Favorably, MU began repaying
sizable operating loans from its endowment fund in fiscal 2014.

RATING SENSITIVITIES

FINANCIAL IMPROVEMENT AND STRATEGY: Continued improvements in MU's
financial metrics, particularly its available funds ratios,
together with enrollment gains and a clearly defined growth
strategy, could lead to additional positive rating action in the
next two years.

ENDOWMENT FUND REPAYMENT: A pause in the repayment of its endowment
fund loans could signal financial stress that ultimately limits
additional positive rating action.

CREDIT PROFILE

Founded in 1883, MU is a private, co-educational liberal arts
university located in Fremont, Nebraska, approximately 30 miles
northwest of Omaha. The university primarily serves undergraduate
students, but it expanded masters programs in education and
professional accounting to include business administration in
recent years. MU is affiliated with the Evangelical Lutheran Church
in America.

Ms. Jody Horner will become MU's 16th president next month after
the former president, Mr. Ben Sasse, won election to the U.S.
Senate. The MU Board of Directors selected a candidate to help
affect a growth strategy. The change in leadership caused the
university to pause a possible expansion onto the closed Dana
College's Blair campus.

STABILIZING OPERATING MARGINS

MU's financial position has stabilized and its enrollment picture
has improved after a period of severe financial distress five years
ago. Positive operating margins in each of the past three years are
a reversal of losses spanning the prior decade.

The fiscal 2014 adjusted margin (+0.9%) provides some comfort that
MU can sustain balanced operations, as more stable net tuition
revenues bolstered results that year. Such revenues have doubled
since fiscal 2010 with measured rate increases and a slightly more
than doubling of headcount during the period to 1,382. In addition,
operating expense growth has been about half that of operating
revenues. Nonrecurring gifts and grants, which contributed handily
to fiscal 2012 and 2013 margins, halved from the prior year to
historical levels in fiscal 2014 after the fundraising pause.

Fiscal 2014 debt service and MADS coverage totaled 1.6x and 1x,
respectively, continuing a three-year positive trend.

ENROLLMENT GROWTH

Favorable demand trends have benefitted tuition revenues and
operating margins, as noted. MU's ability to realize continued
enrollment growth is critical to its credit profile, given its
dependence on student-generated fees (86% in fiscal 2014).

Enhanced offerings and aggressive marketing are driving demand,
including a new MBA program begun three years ago; a successful RN
to BSN program for nursing; and undergraduate recruitment efforts,
including a high school scholar program and four-year "graduation
guarantee" initiative. Moreover, MU expects to improve student
retention and graduation rates by utilizing predictive software and
frequent staff interaction.

Proposed expansion plans onto the Blair campus could bring
enrollment to 1,800-2,000 over time. A clear strategy to maintain
growth while continuing to improve the university's financial
position will be an important consideration of future rating
actions.

SLOWER BALANCE SHEET IMPROVEMENTS

MU's balance sheet strengthening is likewise evident. In addition,
internal loan repayments to its restricted endowment fund are a
positive indication of MU's improving financial health. However,
total resources remain weak and improvements will likely be
incremental. A high tuition discounting rate limits available funds
growth.

Available funds improved to $4.8 million in fiscal 2014 from -$1.2
million and $960 thousand in fiscal years 2012 and 2013,
respectively. Nevertheless, the ratios of available funds to
operating expenses (21.4%) and total debt or debt-like obligations
(19.6%) remain low, despite being much improved.

Outstanding debt includes $15.8 million of fixed-rate bonds in
three series. The MADS burden ($2.3 million, 2029) remains high at
10.2% of unrestricted operating revenue, but average annual debt
service is little changed at approximately $1.5 million through
2028. Total debt or debt-like obligations, including endowment fund
loans, is closer to $25 million.

ENDOWMENT FUND REPAYMENT

Continued progress toward a goal of fully repaying endowment fund
loans by 2024 will be an important factor in subsequent rating
reviews. Stagnant enrollment several years ago contributed to
structural deficits that the university bridged with increased
support from its endowment fund and the use of short-term note
obligations. This reduced critical operating flexibility for an
institution with essentially one concentrated revenue source.

MU reduced its endowment fund loan balance by $300 thousand in
fiscal 2014. MU's internal borrowing from its permanently
restricted endowment pool peaked at $7.9 million in fiscal 2013.
The endowment totals $18.5 million (fiscal 2014); long-term
investments equal $10.8 million and operating fund loans equal $7.6
million.

EXPANSION PLANS

Part of MU's longer-term growth strategy includes a possible
expansion to the now closed Dana College's Blair campus to service
a combined 1,800-2,000 students. MU leased the campus from a
third-party developer in July 2013. The lease extends through June
2018 with the option to purchase begun in August 2014. The lease
also includes a five-year extension option to June 2023. MU had
expected to open the campus in fall 2016 at Fitch's prior review in
February 2014.

MU rents the facilities for $10/annually and covers maintenance and
other costs via a triple net lease. The fiscal 2014 net expense was
approximately $900 thousand. The most recent estimate of deferred
maintenance is approximately $11 million, which would be funded
through contributions, not additional debt. High leverage ratios
limit MU's capacity to debt-finance its expansion plans.

MU management expects to push forward Dana planning with the
arrival of Ms. Horner this year.



MIDSTATES PETROLEUM: Moody's Lowers CFR to Caa1; Outlook Negative
-----------------------------------------------------------------
Moody's downgraded Midstates Petroleum Company, Inc.'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 lowered 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 months as Midstates' existing hedges roll-off. The
ratings outlook was changed to negative from 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

$600 million 10.750% sr unsecured notes due 2020, to Caa2 (LGD4)
from Caa1 (LGD4)

$700 million 9.250% sr unsecured notes due 2021, to Caa2 (LGD4)
from Caa1 (LGD4)

Outlook Action:

Outlook, Changed to Negative from Stable

Ratings Rationale

The downgrade reflects growing risk for Midstates' 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 months. Moody's expects debt to average daily
production to approach $60,000 per barrel of oil equivalent (boe)
and debt to proved developed (PD) reserves to be roughly $30 per
boe over the next 12-18 months. The downgrade also considers the
elevated risk that Midstates will not have the ability to grow out
of its weak leverage metrics, as capital expenditures are
potentially cut below maintenance levels and existing production
declines.

Midstates' SGL-4 Speculative Grade Liquidity Rating reflects its
weak liquidity profile over the next 12-18 months. At September 30,
2014, Midstates had just over $25 million in cash and $155 million
available under its $525 million borrowing base revolving credit
facility. The credit facility matures in May 2018. However, as
Midstates continues to outspend cash flow, albeit at a reduced pace
going forward, and as bank price decks begin to reflect a lower
crude oil price and lower hedged production, Midstates' tight
liquidity likely will shrink further over the next 12 months. As
EBITDA contracts, Moody's expect Midstates to have difficulty in
complying with its financial covenants.

Midstates' 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 negative outlook reflects the company's highly leveraged
balance sheet, which impedes its ability to raise additional
liquidity with which to sustain production, as well as Midstates'
likely need to seek covenant relief early in 2015. The outlook
could be returned to stable presuming Midstates successfully
rebuilds its available liquidity.

Ratings could be downgraded if the company's liquidity further
deteriorates, it is unable to obtain covenant waivers, or debt to
average daily production is sustained over $60,000 per boe. Ratings
could be upgraded if asset sales result in improved credit metrics
and incremental funding for development projects, if debt to
average daily production is sustained below $50,000 per boe and
debt to proved developed reserves is sustained below $25 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.

Midstates Petroleum Company, Inc. is an independent exploration &
production company based in Tulsa, Oklahoma.



MILLENNIUM HEALTHCARE: Files Second Amendment to Q3 Report
----------------------------------------------------------
Millennium Healthcare Inc. filed with the U.S. Securities and
Exchange Commission a second amendment to its quarterly report on
Form 10-Q, a copy of which is available at http://is.gd/LJLGmU

Millennium Healthcare reported a net loss of $3.85 million on $6.37
million of revenue for the fiscal year ended Sept. 30, 2014,
compared to a net loss of $4.28 million on $489,000 of revenue
during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $10.2 million
in total assets, $14.8 million in total liabilities, and
stockholders' deficit of $4.64 million.

The Company has incurred operating losses for the past several
years and has a working capital deficiency of $4.85 million as of
Sept. 30, 2014.  These conditions, among others, raise substantial
doubt about the Company's ability to continue as a going concern.

New York-based Millennium Healthcare is a supplier and distributor
of medical devices and equipment focused on prevention and early
detection of diseases.  The Company recently entered into several
distribution agreements to launch its medical equipment and device
business.


NASSAU COUNTY: S&P Raises Rating on Class 2006 A-1 Notes to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on one tranche
from Nassau County Tobacco Settlement Corp.'s $431.03 million
tobacco settlement asset-backed bonds series 2006 and affirmed its
ratings on three other tranches.  All outstanding classes of this
series were originally issued and rated in 2006. The rated portion
of Nassau County Tobacco Settlement Corp.'s series 2006 consists of
senior interest and convertible turbo term bonds maturing between
2021 and 2046.

The rating actions reflect S&P's view of the transaction's
performance under a series of stressed cash flow scenarios,
including:

   -- A cigarette volume decline test that assesses if the
      transaction can withstand annual declines in cigarette
      shipments;

   -- Payment disruptions by the largest of the participating
      manufacturers, by market share, at various points over the
      transaction's term to reflect a Chapter 11 bankruptcy
      filing; and

   -- A liquidity stress test to account for settlement amount
      disputes by participating manufacturers, as a result of
      changes to their market share, which continues to shift to
      nonparticipating manufacturers.

S&P affirmed its ratings on classes that it believes will make
timely interest and principal payments under all three stress
scenarios commensurate with the current ratings.  S&P raised its
rating on a class that can now make timely interest and principal
payments at a higher rating level.

The raised rating also had to pass an additional volume decline
sensitivity test, commensurate with the higher rating level.

S&P's analysis also reflects developments within the tobacco
industry.  S&P views the U.S. tobacco industry as having a stable
rating outlook based on the high brand equity and pricing power of
the top three manufacturers' conventional cigarette brands.  In
S&P's view, this should help offset ongoing cigarette volume
declines and allow for sustained cash flows.  However, changing
regulations and ongoing litigation risk are constraining factors
the industry faces.

RATING RAISED

Nassau County Tobacco Settlement Corp.
$431.03 million tobacco settlement asset-backed bonds series 2006

                                         Rating
Class     CUSIP         Maturity     To          From
2006 A-1  63166MBX6     6/1/2021     BB- (sf)    B+ (sf)

RATINGS AFFIRMED

Nassau County Tobacco Settlement Corp.
$431.03 million tobacco settlement asset-backed bonds series 2006

Class      CUSIP         Maturity     Rating
2006 A-2   63166MBZ1     6/1/2026     B- (sf)
2006 A-3   63166MCA5     6/1/2035     B- (sf)
2006 A-3   63166MCB3     6/1/2046     B- (sf)



NII HOLDINGS: Nextel Uruguay Owner Seeks Chapter 11
---------------------------------------------------
NIU Holdings LLC, holder of 100% of the equity of Nextel
International (Uruguay), LLC, sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 15-10155) on Jan. 25, 2015.
NIU Holdings is a direct subsidiary of Netherlands-based NIHD
Telecom Holdings, B.V., and affiliated with debtors NII Holdings,
Inc., et al.

NIU Holdings' principal asset is its equity interests in Nextel
Uruguay.  The Debtor estimated its assets at $500 million to $1
billion and debt at $0 to $50,000.

                        About NII Holdings

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

NII Holdings and 12 wholly owned subsidiaries sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on
Sept. 15, 2014.  The Debtors' cases are jointly administered and
are assigned to Judge Shelley C. Chapman.  The Debtors have tapped
Jones Day as counsel and Prime Clerk LLC as claims and noticing
agent.  NII Holdings disclosed $1.22 billion in assets and $3.068
billion in liabilities as of the Chapter 11 filing.

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


ONCOLOGIX TECH: Relies on Equity Financings to Fund Operations
--------------------------------------------------------------
Oncologix Tech, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $443,000 on $1.16 million of revenues for the three months ended
Nov. 30, 2014, compared with a net loss of $190,000 on $725,000 of
revenues for the same period in the prior year.

The Company's balance sheet at Sept. 30, 2014, showed
$3.59 million in total assets, $4.62 million in total liabilities,
and a stockholders' deficit of $1.03 million.

The Company has incurred losses from operations over the past
several years and anticipates additional losses in fiscal 2015 and
prior to achieving breakeven.

During the year ended Aug. 31, 2013, it acquired Dotolo Research
Corporation and Angels of Mercy, Inc.  In December 2013, through
Amian Angels, the Company also acquired the assets of Amian Health
Services and changed the company's name to Amian Angels Inc.  In
September 2014, the Company acquired Esteemcare Inc. and Affordable
Medical Equipment Solutions Inc.  While these acquisitions greatly
increase the value of the Company, the combined operations of OCLG
are not cash flow positive at this time.  Amian and Esteemcare are
currently cash flow positive but alone is unable to support all the
corporate overhead or needs of its other subsidiary, Dotolo.  The
Company anticipates that it will require approximately $1 million
to operate through Dec. 31, 2015.  Approximately $500,000 will be
required to fund corporate overhead including debt servicing with
the balance to invest into raw material inventory, manufacturing
and product revisions at Dotolo Research.  Additional funding will
allow the Company to meet its current sales demands and expenses of
Dotolo, Amian Angels and Oncologix, while keeping our public
filings current.

The Company is not profitable and has to rely on debt and equity
financings to fund operations.  There is no assurance that the
business activities of Dotolo will achieve breakeven status by the
end of 2015.  Significant delays in achieving break-even status
could affect the ability to obtain future debt and equity funding.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.

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

                       http://is.gd/PPxgzQ

Oncologix Tech, Inc., a diversified medical holding company,
manufactures medical devices; and provides personal healthcare
services, home medical equipment, and durable medical equipment in
the United States.  The company operates through three segments:
Medical Device Manufacturing, Personal Care Services, and Medical
Products and Technologies.  The Medical Device Manufacturing
segment designs, manufactures, and distributes the Toxygen hardware
system with disposables speculums and tubing.  Its products are
primarily used for bowel preparation prior to medical procedures,
such as a colonoscopy and OB/GYN medical procedures; and for
individuals seeking health and wellness prevention for good colon
health. This segment serves health and wellness spas; endoscopy
out-patient clinics; osteopathic physicians; hospital systems-
veteran hospitals; skilled nursing homes; assisted living
facilities; and individuals with disabilities, such as paraplegic,
quadriplegic, and obesity through independent distributors or
product re-sellers.  The Personal Care Services segment provides
non-medical, personal care attendant services, supervised
independent living, long-term senior care, and other approved
programs.  The Medical Products and Technologies segment
distributes durable and home medical equipment for respiratory
therapy to patients with sleep obstructive disorders or related
chronic illnesses.  The company was formerly known as BestNet
Communications Corp. and changed its name to Oncologix Tech, Inc.
in January 2007.  Oncologix Tech, Inc. was founded in 1995 and is
based in Lafayette, Louisiana.



ONE SOURCE: Court Approves Joint Administration of Cases
--------------------------------------------------------
The U.S. Bankruptcy Court authorized the joint consolidation of the
Chapter 11 cases of One Source Industrial Holdings, LLC, and One
Source Industrial, LLC.  The Court ordered that cases be jointly
administrated for procedural purposes only and will not be a
substantive consolidation of the estates. The Court also ordered
that in the event the cases have been assigned to separate judges,
all cases will be transferred to the judge of the lead case -- Case
No. 14-44996.

                   About One Source Industrial

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

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

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

On Jan. 9, 2015, the Court approved the joint administration of the
Debtors' cases for procedural purposes only.

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

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

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

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


ONE SOURCE: Has Until Jan. 30 to File Schedules and Statements
--------------------------------------------------------------
The U.S. Bankruptcy Court extended until Jan. 30, 2015, One Source
Industrial Holdings, LLC's deadline to file its schedules of assets
and liabilities and statement of financial affairs.

                         About One Source

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

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

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

On Jan. 9, 2015, the Court approved the joint administration of the
Debtors' cases for procedural purposes only.

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

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

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

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



ONE SOURCE: Taps Forshey & Prostok as Bankruptcy Counsel
--------------------------------------------------------
One Source Industrial Holdings, LLC, asks the Bankruptcy Court for
permission to employ Forshey & Prostok LLP as counsel.

The hourly rates of the F&P's personnel are:

         Partners                               $500
         Associates or Contract Attorneys   $275 - $375
         Paralegals                         $150 - $195

In connection with the engagement, F&P obtained a retainer from one
of the Holdings' related entities, One Source Industrial, LLC, in
the amount of $55,000,000 prepetition.  An additional $25,000 was
paid to F&P on Dec. 2, 2014.  The final $25,000 of the retainer was
paid to F&P on Dec. 12.

To the best of the Holdings' knowledge, F&P is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

         J. Robert Forshey, Esq.
         Suzanne K. Rosen, Esq.
         FORSHEY & PROSTOK LLP
         777 Main St., Suite 1290
         Fort Worth, TX 76102
         Tel: (817) 877-8855
         Fax: (817) 877-4151
         E-mail: bforshey@forsheyprostok.com
                 srosen@forsheyprostok.com

                   About One Source Industrial

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

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

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

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

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

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

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


PINELLAS COUNTY: Fitch Affirms 'BB' Rating on $8.6MM 2011A Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on the following series
of bonds issued by the Pinellas County Educational Facilities
Authority on behalf of Pinellas Preparatory Academy, Inc. (PPA,
Inc.):

-- $8,670,000 revenue bonds series 2011A;
-- $55,000 revenue bonds series 2011B (taxable).

The Rating Outlook is Stable.

SECURITY

The bonds are a general obligation of PPA, Inc., which operates
Pinellas Preparatory Academy (Pinellas Prep), a charter school
serving grades 4 - 8, and Pinellas Primary Academy (Pinellas
Primary), a charter school serving grades K-3 located in Largo,
Florida. The bonds are further secured by a first mortgage lien
over the facility in which the schools are co-located and a
cash-funded debt service reserve.

KEY RATING DRIVERS

STABLE OPERATIONS: The 'BB' rating reflects Pinellas Prep's 12-year
operating history, with multiple charter renewals; track record of
enrollment growth, coupled with solid demand for Pinellas Primary.
The financial cushion remains low but generally positive operating
results should continue to support slow growth in financial
flexibility.

LIMITED HISTORY OF PINELLAS PRIMARY: Pinellas Primary's limited
three-year operating history currently limits the rating. Per
Fitch's charter school rating criteria, the calculation of debt
service coverage therefore only includes Pinellas Prep. Transaction
maximum annual debt service (TMADS) coverage on the series 2011
bonds from Pinellas Prep alone was just 0.9x in fiscal 2014. TMADS
coverage rises to over 1.9x on a combined basis.

STANDARD SECTOR CONCERNS: Additional credit concerns include
revenue concentration, a weak balance sheet cushion and a high debt
burden, all of which are characteristic of the charter school
sector.

RATING SENSITIVITIES

ACHIEVEMENT OF FINANCIAL METRICS: Continued improvement in
operating performance yielding TMADS coverage by Pinellas Prep and
growth in balance sheet resources could lead to an upgrade.

CHARTER RENEWAL: Five years of audited operating history with at
least one charter renewal could lead to an upgrade. Pinellas
Primary's initial charter expires in June 2016.

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

CREDIT PROFILE

One of PPA, Inc.'s key credit strengths remains Pinellas Prep's
operating track record. Pinellas Prep is in its thirteenth academic
year and has had its charter renewed three times to date, most
recently in 2010 for a 15-year period. Fitch views the school's
operating history and multiple renewals, coupled with its 15-year
charter term, favorably. Pinellas Primary is still operating under
its initial five-year charter that was granted in 2011. Fitch notes
positively that both schools remain in good standing under their
respective charters and continue to maintain a positive working
relationship with their authorizer, Pinellas County School Board
(PCSB).

DEMAND SUPPORTED BY SOLID ACADEMICS

Pinellas Prep currently enrolls 440 students in grades 4-8 and
Pinellas Primary enrolls 324 students in grades K-3. On a combined
basis, enrollment was slightly higher than last year, which was
expected due to the enrollment caps imposed by the schools'
charters. Pinellas Prep and Pinellas Primary's current charters
caps enrollment at 440 and 350 students, respectively. There are no
plans to increase enrollment above current levels at either school.
In Florida, state statute permits charter schools designated as
high performing, which Pinellas Prep is, to expand enrollment by
15% without requiring authorizer approval. Pinellas Primary could
add additional students at any time without requesting an amendment
to the charter which allows some budgeting flexibility.

The schools maintain actively managed waiting lists, with a total
of 394 students wait-listed as of Dec. 31, 2014; 147 for Pinellas
Prep and 247 for Pinellas Primary. Fitch views the schools' nearly
full enrollment and sizeable wait lists as reflective of the
community need and demand for its programs.

Academic performance at the schools remains solid. Pinellas Prep
remains 'high performing' by the Florida Department of Education.
Pinellas Primary does not receive a letter grade due to the lower
grades its serves. The schools' average scores on Florida's
Comprehensive Assessment Tests continue to exceed the state and
Pinellas County district average.

SLIM CUSHION; SOUND MARGINS

Fitch views continued enrollment stability and breakeven to
positive operations critical in driving balance sheet growth. The
schools' current balance sheet resources provide little financial
flexibility. On a combined basis, available funds (cash and
investments not restricted) totaled $918,000 as of June 30, 2014,
which is up from $584,000 as of June 30, 2013. Available funds
covered fiscal 2014 operating expenses ($5.2 million) and
outstanding debt ($8.8 million) by 17.6% and 10.5% respectively.
While these metrics increased from fiscal 2013 levels, they are
still considered very low.

The fiscal 2014 combined operating margin was a positive 9.3%. On a
stand-alone basis, Pinellas Prep's operating margin improved to
6.4%, from 3.4% in fiscal 2013. Fitch notes that Pinellas Prep's
restated fiscal 2013 margin reflected significant operating
improvement from the negative 3.1% margin reported previously and
averaged a sound 3.1% over the prior five fiscal years (2010 -
2014). Pinellas Primary's margin remained positive but tightened to
3.3% in fiscal 2014 as expected, from 10.1% in fiscal 2013
(following a deficit in its inaugural fiscal 2012) due to
investment in additional faculty and staff. Fitch expects stability
at the lower margin level over the short term.

Management anticipates improved profitability in fiscal 2015 due to
proposed increases in state per pupil funding (Fitch rates Florida
GOs 'AAA' with a Stable Outlook). The recommended state budget
forecasts revenue growth in fiscal 2015, which should boost
educational funding statewide and lend further stability to the
schools' funding profile. Similar to most charter schools, per
pupil funding makes up the majority of the schools' revenue (92.6%
on a combined basis in fiscal 2014).

HIGH DEBT BURDEN

The schools' financial leverage remains high, as measured by pro
forma MADS coverage and burden. TMADS consumed a high 12.8% of the
schools' combined fiscal 2014 operating revenues of $5.8 million.
Total debt outstanding of about $8.8 million also represents a high
6.4x of combined net income available for debt service of $1.4
million. While these metrics continued to reflect high leverage
position, they improved from fiscal 2013 levels. Improvement is
attributable to strong demand and improved state per pupil funding
after a significant cut in fiscal 2012. Moreover, further increases
in state funding and a lack of additional capital needs should
cause the debt burden to moderate over time.

Pinellas Prep is unable to cover the carrying charges on the series
2011 bonds with its current financial resources despite a track
record of enrollment growth, solid academic performance and
operating surpluses. Pinellas Prep's fiscal 2014 net income
available for debt service of $669,000 covered TMADS of $738,000 by
only 0.9x, which is similar to the fiscal 2013 level. Under Fitch's
charter school rating criteria, a school having less than five
years of audited operating history and no charter renewal is
excluded from this calculation in pooled transactions.

Pinellas Primary has experienced strong demand to date and benefits
from its affiliation with Pinellas Prep despite having only
completed three full academic years under its initial charter.
Fitch notes that when incorporating Pinellas Prep into the debt
service calculation, TMADS coverage improved to an adequate 1.9x
for fiscal 2014, which meets the debt service coverage covenant of
1.1x.



POST HOLDINGS: Moody'sPuts 'B1' CFR on Review for Downgrade
-----------------------------------------------------------
Moody's Investors Service, Inc. placed the ratings of Post
Holdings, Inc. under review for downgrade, including the company's
B1 Corporate Family Rating (CFR), B1-PD Probability of Default
Rating (PDR), Ba1 senior secured instrument rating, and B2 senior
unsecured instrument rating. This action follows the company's
announcement that it has entered into a definitive agreement to
acquire privately held MOM Brands, Inc. (formerly Malt-O-Meal
Company) for approximately $1.15 billion. The transaction is
subject to regulatory approval and is expected to close in the
third calendar quarter of 2015.

Post plans to finance the transaction through a proposed new $700
million senior secured term loan, approximately $100 million of
common equity to be issued to the sellers, $240 million of proceeds
from a contemplated public common equity issuance and cash on hand.
Assuming a successful closing as anticipated, Moody's estimates
that debt/EBITDA would be close to 7.0 times, not including the $50
million in synergies targeted by Post over three years.

Rating Rationale

The review for downgrade is based on the relatively large size of
the proposed transaction that comes only eight months after the
largest acquisition of in the company's history -- the $2.5 billion
acquisition of Michael Foods. In addition, Post's rapid pace of
acquisitions has increased integration risk and the possibility of
future operational challenges similar to those experienced with
some recent acquisitions. Moreover, the MOM Brand acquisition would
significantly increase Post's exposure to ready-to-eat cereal, a
category that has experienced years of eroding sales volumes.

"Post's aggressive pace of acquisitions has sustained high
financial leverage for the B1 rating and added operational
challenges," commented Brian Weddington, a Moody's Senior Credit
Officer. "While we can see benefits of consolidating orphan brands
in the ready-to-eat cereal category, we weigh them against risks
related to moving aggressively into a food category that has been
in steady decline". Consumption volume in US ready-to-eat cereals
has been declining 3-5% annually for several years reflected more
competition among food companies in breakfast foods and rapid
shifts in tastes and consumption habits of younger consumers.

Moody's rating review will focus on the details of the proposed
acquisition, including the company's estimate of $200 million worth
of tax savings, $50 million of cost synergies and its financing
plan. Moody's will also consider whether Post's future acquisition
strategy is likely to be accommodative to Moody's prior expectation
that Post would reduce debt/EBITDA to levels that support the
current ratings.

Moody's expects that should the ratings be downgraded, they would
likely be lowered by no more than one notch.

Post Holdings, Inc.

Ratings placed under review for downgrade:

  Corporate Family Rating at B1;

  Probability of Default Rating at B1-PD;

  Senior secured bank debt at Ba1/LGD2.

  Senior Unsecured debt at B2/LGD4.

Post Holdings (Nasdaq: POST), based in St. Louis Missouri, is a
manufacturer of shelf-stable center-of-the-store cereal, active
nutrition and private label food products. Post is the
third-largest seller of branded ready-to-eat cereals in the U.S.
behind Kellogg and General Mills with an approximate 11% market
share by Moody's estimate. Its popular cereal brands include Honey
Bunches of Oats, Pebbles, Great Grains, Post Shredded Wheat, Post
Raisin Bran, Grape-Nuts, and Honeycomb. Post also offers premium
healthy organic cereal, granola and snacks through the Attune,
Uncle Sam, Erewhon, Golden Temple, and Willamette Valley Granola
Company brands. Post's active nutrition platform includes the
Dymatize, Premier Protein, Supreme Protein and Joint Juice brands.
Post also manufactures private label cereal, granola, dry pasta,
peanut butter and other nut butters, dried fruits and baking and
snacking nuts, servicing the private label retail, foodservice and
ingredient channels. Through its Michael Foods subsidiary, Post is
a producer and distributor of egg products, cheese and other
dairy-case products and potato products. Proforma annual sales,
including completed acquisitions, are about $4 billion.

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



RANTEJ BOPARAI: Files for Bankruptcy; First Meeting Set for Feb. 4
------------------------------------------------------------------
Rantej Singh Boparai filed for bankruptcy on Jan. 13, 2015, and the
first meeting of creditors will be held on Feb. 4, 2015, at 10:00
a.m., at the Offices of the Trustee, 333 Bay Street, 14th Floor in
Toronto, Ontario.

Mr. Boparai retained as counsel:

   Duff & Phelps Canada
   Restructuring Inc.
   Trustee
   333 Bay Street, 14th Floor
   Toronto, Ontario M5H 2R2


REGENCY ENERGY: Moody's Puts Ba2 CFR on Review for Upgrade
----------------------------------------------------------
Moody's Investors Service placed under review for upgrade Regency
Energy Partners LP's (RGP) Ba2 Corporate Family Rating (CFR) and
its Ba3 unsecured notes rating. Moody's affirmed Energy Transfer
Partners, L.P.'s (ETP) Baa3 rating and stable outlook. These rating
actions were prompted by ETP's January 26 announcement that it
would acquire Regency in a transaction valued at approximately $18
billion. The transaction has no impact on the Ba2 CFR or stable
outlook of Energy Transfer Equity, L.P. (ETE), who holds the
general partnership (GP) interest in both ETP and Regency.

"Weak energy commodity prices have pressured valuations in the
gathering and processing (G&P) segment of the midstream energy
sector," commented Andrew Brooks, Moody's Vice President.
"Financing the continuing growth of Regency's investment in G&P
will benefit from ETP's investment grade balance sheet and lower
cost of capital, while ETP will gain additional scale and scope
across its diversified midstream asset base through the Regency
acquisition."

On Review for Upgrade:

Issuer: Regency Energy Partners LP

  Probability of Default Rating, Placed on Review for Upgrade,
  currently Ba2-PD

  Corporate Family Rating (Local Currency), Placed on Review
  for Upgrade, currently Ba2

  Senior Unsecured Regular Bond/Debentures (Local Currency),
  Placed on Review for Upgrade, currently Ba3 (LGD4)

Affirmations:

Issuer: Energy Transfer Partners, L.P.

  Junior Subordinated Regular Bond/Debenture (Local Currency),
  Affirmed Ba1

  Senior Unsecured Regular Bond/Debentures (Local Currency),
  Affirmed Baa3

Outlook Actions:

Issuer: Energy Transfer Partners, L.P.

   Outlook, Remains Stable

Issuer: Regency Energy Partners LP

   Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

ETP and Regency, both publicly traded master limited partnerships
(MLPs), are each controlled through GP interests held by ETE. ETE
also holds a 14.1% limited partnership (LP) interest in Regency,
while ETP, through a 2013 intra-company transaction, holds a 9.3%
LP interest in Regency. The transaction will roughly double the
contribution of ETP's existing G&P operations to its consolidated
EBITDA from approximately 12% to 23% on a pro forma basis, adding
additional scale to its already sizable midstream asset base. The
complementary nature of the combined G&P businesses also promises
significant savings through shared efficiencies and a
rationalization of corporate G&A.

As proposed, ETP will issue new common units to acquire 100% of the
outstanding common units of Regency (including those held by ETP
and ETE) in an all units transaction. Moody's review for upgrade
reflects Moody's understanding that ETP will assume Regency's
approximate $5.1 billion in unsecured notes. Additionally, ETP will
terminate Regency's $1.5 billion revolving credit facility, under
which $689 million was outstanding at September 30. Reflecting the
extent of ETP equity used in the financing the acquisition, ETP's
debt leverage will remain relatively unchanged at approximately the
4.4x debt/EBITDA (including Moody's standard adjustments) reported
on a proportionately consolidated, run rate basis as of September
30.

The combination brings an element of simplification to the
historically complex organizational structure characterizing the
Energy Transfer family, beyond solving for the 70%/30% ETP/Regency
ownership in Lone Star NGL LLC, their jointly owned natural gas
liquids (NGL) logistics operating company. Moreover, the fee-based
component of consolidated cash flows will remain essentially
unchanged at approximately 75% pro forma for the acquisition.

ETP expects the transaction, which its Board has approved, to close
in 2015's second quarter. The transaction will require unit holder
votes by both ETP and Regency. Moody's expects to conclude its
review as the closing date of the transaction approaches, upgrading
Regency's unsecured notes rating to that of ETP's Baa3 rating,
presuming the assumption by ETP of Regency's debt results in
Regency's debt becoming pari to that of ETP's existing unsecured
notes.

The principal methodology used in these ratings was Global
Midstream Energy published in December 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Energy Transfer Partners, L.P. is a midstream master limited
partnership headquartered in Dallas, Texas, as is Regency Energy
Partners LP.



RESSOURCES APPALACHES: Shares Suspended; Board Steps Down
---------------------------------------------------------
Following the recent appointment of a receiver and manager for the
assets of Ressources Appalaches, and as Appalaches has not
maintained the requirements for a TSX Venture Tier 1 company,
Appalaches received a notice from the TSX Venture that the shares
of the Company will be transferred to NEX and be suspended
effective Jan. 26.

Consequently to this situation, all members of the Board of
Directors have submitted their resignation.  The directors took
this decision after thorough consultation with their advisors and
extensive consideration of all other alternatives contemplated in
the strategic review process.

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

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


ROADMARK CORPORATION: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Roadmark Corporation
           pka RMK Holdings, Inc.
        P O Box 209
        Butner, NC 27509

Case No.: 15-00432

Type of Business: The Debtor is a regional full-service highway
                  paving striper operating primarily in North
                  Carolina, South Carolina, Virginia and Maryland.
                  Roadmark Corporation performs virtually all of  
                  its work as a direct contractor to state
                  departments of transportation or as a
                  subcontractor where the ultimate owner is the
                  DOT.

Chapter 11 Petition Date: January 26, 2015

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Judge: Hon. David M. Warren

Debtor's Counsel: John Paul H. Cournoyer, Esq.
                  NORTHEN BLUE, LLP
                  PO Box 2208
                  Chapel Hill, NC 27515-2208
                  Tel: 919 968-4441
                  Fax: 919 942-6603
                  Email: jpc@nbfirm.com

                    - and -

                  John A. Northen, Esq.
                  NORTHEN BLUE, LLP
                  PO Box 2208
                  Chapel Hill, NC 27515-2208
                  Tel: 919 968-4441
                  Fax: 919 942-6603
                  Email: jan@nbfirm.com

                    - and -

                  Vicki L. Parrott, Esq.
                  NORTHEN BLUE, LLP
                  PO Box 2208
                  Chapel Hill, NC 27515-2208
                  Tel: 919 968-4441
                  Fax: 919 942-6603
                  Email: vlp@nbfirm.com

Debtor's          Lehman Pollard
Accountants:      NELSON & COMPANY
                  3603 University Drive
                  Durham, NC 27707
                  Tel: 919-490-8585
                  Fax: 919-490-8591
                  Email lee.pollard@nelsonandcompany.com

Debtor's          Elaine T. Rudisill
Financial         THE FINLEY GROUP, INC.
Consultant:       The Johnston Building
                  212 South Tryon St., Suite 1050
                  Charlotte, NC 28202
                  Tel: (704) 375-7542
                  Fax: (704) 342-0879

Total Assets: $14.51 million

Total Liabilities: $14.99 million

The petition was signed by David Rosenthal, C.F.O.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
3M Corporation                                        $107,880

Alliance Funding Group                                $117,292

AWP, Inc.                                              $20,735

Blue Ridge Diesel Injection Inc                        $31,940

Brite-Line Technologies LLC                         $2,540,121
Attention: Managing Agent
PO Box 932619
Cleveland, OH 44193

Bullins-Guynn, Inc.                                    $35,912

Danton Hydroblasting LLC                               $29,257

Durham County Tax Collector           Taxes            $45,696

Ennis Paint, Inc.                                   $2,295,278
Attention: Managing Agent
P O Box 671185
Dallas, TX 75267-1185

Epoplex                                               $423,690
Attention: Managing Agent
One Park Avenue
Maple Shade, NJ 08052

Flint Trading, Inc.                                    $62,788

Magnolia Advanced Materials, Inc.                     $265,100
Attention: Managing Agent
5547 Peachtree Industrial Blvd.
Chamblee, GA 30341-2296

Ozark Materials, LLC                                  $592,790
Attention: Managing Agent
PO Box 188
Greenville, AL 36037

Potters Industries, Inc                               $139,945

Sherwin Williams Co. (NC)                             $212,438

Surface Preparation Tech.                             $221,054

Traffix Devices Inc.                                   $55,286

Truckcraft LLC                                         $22,810

Universal Premium                                      $50,771

Vincent Iannucci                 Stock                $700,000
8532 Hawksmoor Drive             Redemption
Raleigh, NC 27615                Agreement


SABRE CORPORATION: Travelocity Sale No Impact on Moody's B1 CFR
---------------------------------------------------------------
Moody's Investors Services said that Sabre Corporation's  sale of
its Travelocity business to Expedia, Inc. for $280 million in cash
is credit positive for Sabre. Sabre will exit businesses with a
weak competitive position and the divestiture will allow the
management to focus on core businesses with good growth prospects.
The proceeds from the sale will augment Sabre's liquidity to
support management's growth initiatives or potentially reduce debt.
However, the B1 Corporate Family Rating and the stable ratings
outlook for Sabre Holdings Corporation, Sabre's wholly-owned
subsidiary, are not affected by the divestiture.

Sabre is a leading technology solutions provider to the global
travel and tourism industry.



SEMILEDS CORP: Posts $4.37-Mil. Net Loss for Third Quarter
----------------------------------------------------------
SemiLEDs Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $4.37 million on $2.93 million of net revenue for the three
months ended Nov. 30, 2014, compared to a net loss of $6.35 million
on $3.42 million for the same period during the prior year.

The Company's balance sheet at Nov. 30, 2014, showed $50.3 million
in total assets, $11.5 million in total liabilities and total
stockholders' equity of $38.8 million.

The Company has suffered losses from operations of $24.8 million
and $42.7 million, gross losses on product sales of $11.3 million
and $14.7 million, and net cash used in operating activities of
$15.7 million and $14.5 million for the years ended Aug. 31, 2014
and 2013, respectively.  Loss from operations, gross loss on
product sales and net cash used in operating activities for the
three months ended Nov. 30, 2014 were $4.4 million, $1.5 million
and $2.7 million, respectively.  Further, at Nov. 30, 2014, the
Company's cash and cash equivalents is down to $8.7 million.  These
facts and conditions raise initial substantial doubt about the
Company's ability to continue as a going concern, according to the
regulatory filing.

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

                       http://is.gd/RoqGlE

SemiLEDs Corporation develops, manufactures and sells LED chips
and LED components that are among the industry-leading LED
products on a lumens per watt basis.  The Company's products are
used primarily for general lighting applications, including street
lights and commercial, industrial and residential lighting.  The
Company's LED chips may also be used in specialty industrial
applications, such as ultraviolet, curing of polymers, LED light
therapy in medical/cosmetic applications, counterfeit detection,
and LED lighting for horticulture applications.  The Company is
based in Miao-Li County, Taiwan.



SEVEN SISTERS: No Inquiries Received for Hadley, MA Property
------------------------------------------------------------
Dave Eisenstadter at Gazettenet.com reports that officials of the
town of Hadley, Massachusetts have received no inquiries about the
$1.7 million former Seven Sisters Market Bistro property at 270
Russell Street and two other properties owned by Paul Ciaglo.  

According to Gazettenet.com, a foreclosure auction for the
properties is set for Feb. 4, 2015.  The report recalls that on
Dec. 29, 2014, Chicopee Savings Bank, which is owed by Mr. Ciaglo
and his properties $8.3 million -- advertised the three properties
owned by Mr. Ciaglo for auction.  

Gazettenet.com relates that Town Assessor Daniel H. Zdonek Jr.,
Acting Treasurer Joan Zuzgo, and Planning Board clerk William Dwyer
were surprised that no one came forward to inquire about the
properties.  There was some interest in the property during the
fall, although nothing concrete materialized, the report states,
citing Mr. Dwyer.

Gazettenet.com quoted Mr. Dwyer as saying, "Most of these
foreclosures end up with the bank buying it and the bank remarkets
it later.  I wouldn't be surprised if that is what happens."

Headquartered in Hadley, Massachusetts, Seven Sisters Market
Bistro, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 14-30417) on April 23, 2014, listing up to $50,000
in estimated assets and $1 million to $10 million in estimated
liabilities.  The petition was signed by Paul Ciaglo, president.
Judge Henry J. Boroff presides over the case.  Jeffrey J. Cymrot,
Esq., at Sassoon And Cymrot LLP, serves as the Debtor's bankruptcy
counsel.

Paul Ciaglo filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 14-30416) on April 23, 2014.  According to a report
by Dave Eisenstadter at Gazettenet.com, the Court, at the behest of
Chicopee Savings Bank, changed the proceeding to Chapter 7 in
October 2014.


SHENANDOAH FAMILY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

  Debtor                                            Case No.
  ------                                            --------
  Shenandoah Family Farms Cooperative, Inc.         15-50054
  A Virginia Agricultural Cooperative Corporation
  11 Wise Hill Lane
  Mount Crawford, VA 22841

  Valley Pride, LLC                                 15-50055
  A Virginia Limited Liability Company
  11 Wise Hill Lane
  Mount Crawford, VA 22841

  Hagerstown 1100 Frederick, LLC                    15-50056
  A Delaware Limited Liability Company
  11 Wise Hill Lane
  Mount Crawford, VA 22841

Chapter 11 Petition Date: January 26, 2015

Court: United States Bankruptcy Court
       Western District of Virginia (Harrisonburg)

Judge: Hon. Rebecca B. Connelly

Debtors' Counsel: Dale A. Davenport, Esq.
                  HOOVER PENROD, PLC
                  342 South Main Street
                  Harrisonburg, VA 22801
                  Tel: (540) 433-2444
                  Email: ddavenport@hooverpenrod.com

                    - and -

                  Beth C Driver, Esq.
                  HOOVER PENROD, PLC
                  342 S. Main Street
                  Harrisonburg, VA 22801
                  Tel: 540-433-2444
                  Email: bdriver@hooverpenrod.com

                    - and -

                  Hannah White Hutman, Esq.
                  HOOVER PENROD, PLC
                  342 South Main Street
                  Harrisonburg, VA 22801
                  Tel: 540-433-2444
                  Fax: 540-433-3916
                  Email: hhutman@hooverpenrod.com

                                     Estimated    Estimated
                                      Assets     Liabilities
                                    ----------   -----------
Shenandoah Family                   $1MM-$10MM    $1MM-$10MM
Valley Pride                        $1MM-$10MM    $1MM-$10MM
Hagerstown 1100 Frederick           $1MM-$10MM    $1MM-$10MM

The petition was signed by Edward Showalter, chairman of the Board
of Directors of Shenandoah Family Farms.

A list of Shenandoah Family's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/vawb15-50054.pdf

A list of Valley Pride's largest unsecured creditors is available
for free at http://bankrupt.com/misc/vawb15-50055.pdf

A list of Hagerstown 1100 Frederick's largest unsecured creditors
is available for free at http://bankrupt.com/misc/vawb15-50056.pdf


SKYLINE CORP: Negative Cash Flows Raise Going Concern Doubt
-----------------------------------------------------------
Skyline Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $3.44 million on $49.7 million of net sales for the three months
ended Nov. 30, 2014, compared to a net loss of
$2.21 million on $39.2 million of revenues for the same period in
the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $55.07
million in total assets, $28.5 million in total liabilities and
total stockholders' equity of $26.6 million.

Due to recurring losses, the Corporation experienced negative cash
flows from operating activities.  The level of historical negative
cash flows from operations and not having available funding from
outside financing sources raise substantial doubt about the
Corporation's ability to continue as a going concern.

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

                       http://is.gd/g3fTaw

Skyline Corporation, together with its subsidiaries, designs,
produces, and markets manufactured housing, modular houses, and
recreational vehicles to independent dealers and manufactured
housing communities in the United States and Canada.  The company
was founded in 1951 and is headquartered in Elkhart, Indiana.


STATE FISH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                   Case No.
     ------                                   --------
     State Fish Co., Inc.                     15-11084
        aka AW HPP Food Services
     2194 Signal Place
     San Pedro, CA 90731

     Calpack Foods, LLC                       15-11085       
     Headquarters
     2194 Signal Place

Type of Business: State Fish, founded in 1932, formed Calpack in
                  April 2012 to produce food and beverage
                  products.  Calpack operates in conjunction with
                  State Fish's High Pressure Pasteurization Food
                  Service division.

Chapter 11 Petition Date: January 26, 2015

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

Judge: Hon. Sandra R. Klein

Debtors' Counsel: Amir Gamliel, Esq.
                  PERKINS COIE LLP
                  1888 Century Pk E Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-788-3276
                  Fax: 310-843-1246
                  Email: agamliel@perkinscoie.com

                    - and -

                  Alan D Smith, Esq.
                  PERKINS COIE LLP
                  1888 Century Park East Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-788-9900
                  Fax: 310-788-3399
                  Email: adsmith@perkinscoie.com

Chief             George Blanco
Restructuring     AVANT ADVISORY GROUP
Officer:

                                     Estimated    Estimated
                                      Assets     Liabilities
                                    -----------  -----------
State Fish Co.                      $10MM-$50MM  $10MM-$50MM
Calpack Foods                       $1MM-$10MM   $1MM-$10MM

The petitions were signed by George P. Blanco, authorized
representative.

A. List of State Fish Co.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Maritime Products International      Trade Debt        $414,800
11825 Rock Landing Rd Ste, Y-1A
Newport News, VA 23602

Sercosta SAC                         Trade Debt        $150,040

Ammon International                  Trade Debt        $117,250

Cedar Cold Services                  Lease              $85,025

Bornstein Seafoods Inc               Trade Debt         $67,347

TM Sales Company                     Trade Debt         $59,039

Internal Revenue Service             Taxes              $37,735

TFI Foods Ltd.                       Trade Debt         $36,210

Sea Catch, Inc.                      Trade Debt         $33,035

Southern California Edison           Utility            $32,036

Queen City Seafood                   Trade Debt         $31,150

Prosperity Funding Inc               Trade Debt         $29,411

Bayside Seafood Inc                  Trade Debt         $25,780

Star Box, Inc                        Trade Debt         $23,975

Sunrise Packaging Films              Trade Debt         $22,488

SPFM Enterprises                     Trade Debt         $21,840

ZF America                           Trade Debt         $20,750

Caito Fisheries, Inc.                Trade Debt         $18,711

Dept of Commerce / NOAA              Trade Debt         $16,184

CMA/CGM (American) Inc               Trade Debt         $15,780

B. List of Calpack Foods's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
County Sanitation District of L.A.                     $124,125

Equator, Inc.                        Trade Debt         $22,038

Prosource/Prosperity Funding         Trade Debt          $9,336

Perricone Juices                     Trade Debt          $7,015

Exotic Superfood                     Trade Debt          $6,649

Internal Revenue Service                                 $6,024

T S Staffing                         Trade Debt          $5,791

Star Box, Inc                        Trade Debt          $5,214

L.A. Garlic & Spice, Inc.            Trade Debt          $3,394

Precision Label                      Trade Debt          $3,047

HPP Food Services                    Trade Debt          $2,186

Restaurant Depot - Branch 53         Trade Debt          $1,994

City of Torrance Utilities           Utilities           $1,771

California Employment Dev. Dept.                         $1,690

Heath and Lejune                     Trade Debt          $1,511

Evolution Fresh                      Trade Debt          $1,431

P & P International, Inc.            Trade Debt          $1,422

Gabriel Container Co.                Trade Debt          $1,285

Get Well Roll-Off Inc.               Trade Debt          $1,050

Southern California Packaging        Trade Debt            $978
Equipment


STEVEN E. LANHAM: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Steven E. Lanham, DDS, PA
           dba Healthy Smilz
           dba The South Carolina Dental Center
           dba Dr. Steven E. Lanham and Associates
        220 Tattlers Trail
        Irmo, SC 29063

Case No.: 15-00401

Nature of Business: Health Care

Chapter 11 Petition Date: January 26, 2015

Court: United States Bankruptcy Court
       District of South Carolina (Columbia)

Debtor's Counsel: Robert H. Cooper, Esq.
                  THE COOPER LAW FIRM
                  150 Milestone Way
                  Greenville, SC 29615
                  Tel: 864-271-9911
                  Fax: 864-232-5236
                  Email: bknotice@thecooperlawfirm.com
                         thecooperlawfirm@thecooperlawfirm.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steven E. Lanham, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/scb15-00401.pdf


TARGUS GROUP: S&P Withdraws 'CCC+' CCR at Company's Request
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Targus
Group International Inc., including the 'CCC+' corporate credit
rating, 'CCC+' senior secured issue-level rating, and '3' recovery
ratings, at the company's request.

In November 2014, S&P lowered its ratings on Targus following
lower-than-expected sales volumes and earnings over the past year.
S&P believes Targus will face much tighter covenant cushion than
S&P previously expected, and a possible near-term covenant default.


The rating outlook at the time of this withdrawal is developing,
reflecting both the possibility of a near-term financial covenant
breach if operating performance does not materially improve, and
some form of covenant relief given the company's history of being
able to obtain financial covenant relief from lenders.



TOBACCO SETTLEMENT: S&P Affirms B- Rating on 2007A Bonds
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed it 'B- (sf)' rating on
Tobacco Settlement Finance Authority's series 2007A bonds and its
'CCC (sf)' rating on the 2007B bonds, both of which are backed by
tobacco settlement revenues due to West Virginia.  The series 2007A
and 2007B bonds were originally issued and rated in 2007.

The rating actions reflect S&P's view of the transaction's
performance under a series of stressed cash flow scenarios,
including:

   -- A cigarette volume decline test that assesses if the
      transaction can withstand annual declines in cigarette
      shipments;

   -- Payment disruptions by the largest of the participating
      manufacturers, by market share, at various points over the
      transaction’s term to reflect a Chapter 11 bankruptcy     
      filing; and

   -- A liquidity stress test to account for settlement amount
      disputes by participating manufacturers, as a result of
      changes to their market share, which continues to shift to
      nonparticipating manufacturers.

S&P affirmed its ratings since it believes both of the classes will
make timely interest and principal payments under all three stress
scenarios commensurate with the current ratings.

Tobacco Settlement Finance Authority's series 2007 issuance
consists of the series 2007A current interest turbo term bonds and
series 2007B capital appreciation turbo term bonds, both maturing
in 2047.  Capital appreciation bonds generally capitalize interest
until any senior notes have been paid in full and therefore tend to
have the most risk.

S&P's analysis also reflects developments within the tobacco
industry.  S&P views the U.S. tobacco industry as having a stable
rating outlook based on the high brand equity and pricing power of
the top three manufacturers' conventional cigarette brands.  In
S&P's view, this should help offset ongoing cigarette volume
declines and allow for sustained cash flows.  However, changing
regulations and ongoing litigation risk are constraining factors
the industry faces.



TOBACCO SETTLEMENT: S&P Affirms CCC Rating on Class 2007B Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on one tranche
and affirmed its ratings on four tranches from Tobacco Settlement
Financing Corp.'s series 2002A and 2002B and series 2007.  Both
series are backed by tobacco settlement revenues due to Rhode
Island as part of a master settlement agreement between
participating tobacco companies and the settling states.  The
outstanding classes from series 2002A and 2002B were originally
issued and rated in 2002, while the outstanding classes from series
2007 were originally issued and rated in 2007.

The rated portion of Tobacco Settlement Financing Corp.'s series
2002A and 2002B consists of term bonds maturing between 2023 and
2042, while the rated portion of series 2007 consists of capital
appreciation bonds maturing in 2052.  Capital appreciation bonds
generally capitalize interest until all senior notes have been paid
in full and therefore tend to have the most risk.

The rating actions reflect S&P's view of the transaction's
performance under a series of stressed cash flow scenarios,
including:

   -- A cigarette volume decline test that assesses if the
      transaction can withstand annual declines in cigarette
      shipments;

   -- Payment disruptions by the largest of the participating
      manufacturers, by market share, at various points over the
      transaction's term to reflect a Chapter 11 bankruptcy
      filing; and

   -- A liquidity stress test to account for settlement amount
      disputes by participating manufacturers, as a result of
      changes to their market share, which continues to shift to
      nonparticipating manufacturers.

The raised rating reflects S&P's belief that this class can now
make timely interest and principal payments at a higher rating
level.  The upgrade also accounts for the paydowns to the senior
class 2002-A tranche, which has used principal paydowns to reduce
its outstanding balance to $7.855 million, which is less than 8% of
its initial balance.  As part of S&P's review for upgrade, the
tranche was required to pass additional volume decline sensitivity
tests commensurate with the higher rating level.

The affirmed ratings reflect S&P's belief that the classes will
make timely interest and principal payments under all three stress
scenarios commensurate with the current ratings.

S&P's analysis also reflects developments within the tobacco
industry.  S&P views the U.S. tobacco industry as having a stable
rating outlook based on the high brand equity and pricing power of
the top three manufacturers' conventional cigarette brands.  In
S&P's view, this should help offset ongoing cigarette volume
declines and allow for sustained cash flows.  However, changing
regulations and ongoing litigation risk are constraining factors
the industry faces.

RATINGS RAISED

Tobacco Settlement Financing Corp.
US$685.39 million tobacco settlement asset-backed bonds series
2002A and 2002B

                                        Rating
Class     Cusip       Maturity     To           From
2002-A    888809AA8   4/1/2023     A (sf)       BBB (sf)

RATINGS AFFIRMED
Tobacco Settlement Financing Corp.
US$685.39 million tobacco settlement asset-backed bonds series
2002A and 2002B

Class     Cusip       Maturity   Rating
2002-A    888809AB6   4/1/2032   BBB (sf)
2002-A    888809AC4   6/1/2042   BB (sf)

Tobacco Settlement Financing Corp.
US$194.31 million tobacco settlement asset-backed bonds series
2007

Class     Cusip       Maturity   Rating
2007 A    888809AH3   6/1/2052   CCC+ (sf)
2007 B    888809AJ9   6/1/2052   CCC (sf)



WET SEAL: Can Employ Donlin Recano as Claims & Noticing Agent
-------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized The Wet Seal, Inc., et al., to
employ Donlin, Recano & Company, Inc., as claims and noticing
agent.

                          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.


WET SEAL: Court Issues Joint Administration Order
-------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware signed an order consolidating for procedural
purposes only the Chapter 11 cases of The Wet Seal, Inc., and its
debtor affiliates under Case No. 15-10081 (CSS).

                          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.


WET SEAL: Seeks to Employ Houlihan Lokey as Financial Advisor
-------------------------------------------------------------
The Wet Seal, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Houlihan Lokey
Capital, Inc., as financial advisor and investment banker nunc pro
tunc to the Petition Date.

Before the Petition Date, on Nov. 17, 2014, the Company engaged
Houlihan Lokey to provide general investment banking and financial
advice in connection with a financial restructuring or
reorganization of, one or more merger and/or acquisition
transactions involving, and/or one or more financing transactions
for the Company, as well as to prepare for the potential
commencement of the Chapter 11 cases.

The services to be provided by Houlihan Lokey include the
following:

   (a) assisting the Company in the development and distribution
       of selected information, documents and other materials,
       including, if appropriate, advising the Company in the
       preparation of an offering memorandum;

   (b) assisting the Company in evaluating indications of interest
       and proposals regarding any transaction from current and/or
       potential lenders, equity investors, acquirers and/or
       strategic partners;

   (c) assisting the Company with the negotiation of any
       transaction, including participating in negotiations with
       creditors and other parties involved in any transaction;

   (d) assessing the financial issues and options relating to a
       restructuring, in or out-of-court, of all, or a portion of
       the Company's obligations and assets;

   (e) developing and evaluating options and implementing
       strategies for a restructuring or reorganization, in or
       out-of-court, or other strategic or financial alternatives
       for the Company including participation in negotiations
       among the Company, the Company's creditors and
       parties-in-interest;

   (f) providing expert advice and testimony regarding financial
       matters related to any transaction, if necessary;

   (g) attending meetings of the Company's Board of Directors,
       creditor groups, official constituencies and other
       interested parties, as the Company and Houlihan Lokey
       mutually agree; and

   (h) providing other financial advisory and investment banking
       services as may be required by additional issues and
       developments not anticipated on the effective date.

Prior to the Petition Date, the Debtors paid Houlihan Lokey fees of
$300,000, consisting of three monthly fees, and for reasonable
out-of-pocket expenses related thereto in the aggregate amount of
$14,271.

The Company has agreed to pay Houlihan Lokey (1) a monthly cash fee
of $100,000 and (2) transaction fees of (a) $2,250,000 upon the
closing of an out-of-court restructuring or upon the confirmation
of a plan of reorganization under Chapter 11; (b) $1,500,000 upon
the closing of a sale transaction for aggregate gross consideration
of up to $50 million; and (c) a cash fee equal to 2% of secured
debt raised that is senior to other indebtedness of the Company, 3%
of junior secured, unsecured or subordinated debt raised, and 5% of
equity or equity-linked securities placed or committed.

In addition, the Company will pay Houlihan Lokey its out-of-pocket
expenses incurred from time to time but in no event greater than
$35,000.  The Company also asks that Houlihan Lokey be reimbursed
for the fees and expenses of its legal counsel arising out of or
incurred in connection with the negotiations and performance of the
engagement agreement but in no event greater than $15,000.

Derek Pitts, managing director at Houlihan Lokey Capital, Inc.,
assures the Court that his 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.

Mr. Pitts may be reached at:

         Derek Pitts
         HOULIHAN LOKEY CAPITAL, INC.
         Tel: (212) 497-4161

                          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.


WET SEAL: Seeks to Employ Paul Hastings as Special Counsel
----------------------------------------------------------
The Wet Seal, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Paul Hasting LLP as
special counsel.

Since July 2012, Paul Hastings has represented the Debtors and
continues to represent them in certain employment, employee
benefits, securities, corporate, and tax matters, including the
following:

   * Employment and Employee Benefits: Paul Hastings provides
     general employment advice, represents the Debtors in certain
     legal matters, including employment-related litigation and
     administrative proceedings, advises the Debtors regarding
     employee benefits, and represents the Debtors in connection
     with certain employment agreements for executive officers and
     other compensation matters.  Currently, Paul Hastings
     represents the Debtors in connection with Cogdell v. The Wet
     Seal, Inc., et al., U.S. District Court C.D. of Cal., Case
     No. SACV 12-01138 AG (ANx) and other pending employment
     matters.

   * Securities: Paul Hastings represents the Debtors in
     connection with various securities law matters, including
     their ongoing reporting obligations as well as their other
     obligations under the Securities Exchange Act of 1934, as
     amended.  Paul Hastings also represents the Debtors in
     connection with their NASDAQ listing matters, including their
     compliance with the listing standards.

   * Corporate: On behalf of the Debtors, Paul Hastings has
     reviewed and negotiated various agreements, including
     confidentiality and non-disclosure agreements, forbearance
     agreements, purchase and sale agreements, and other
     commercial contracts, agreements, and documents.  In
     addition, Paul Hastings assist the Debtors with corporate
     governance matters and certain other corporate law matters
     and in advising the board of directors and special committees
     of the board of directors.

   * Tax: Paul Hastings advises the Debtors on various tax
     matters, including issues concerning its net operating losses
     and its tax asset protection plan.

The Debtors currently seek to retain Paul Hastings solely with
respect to the special counsel matters.

The following professionals presently are expected to have primary
responsibility for providing services to the Debtors:

   Professional                        Hourly Rate
   ------------                        -----------
   Nancy L. Abell, Esq.                   $995
   Stephen D. Cooke, Esq.                 $973.75
   Stephen Harris, Esq.                 $1,025
   Philip J. Marzetti, Esq.               $997.50
   Douglas Schaaf, Esq.                 $1,045
   Jan E. Eakins, Esq.                    $825
   Jennifer Gaudette, Esq.                $418
   Melinda Gordon, Esq.                   $740
   Lisa Paez, Esq.                        $665
   Michael Purtill, Esq.                  $560.50
   Lew Welden                             $165

Paul Hastings will also be reimbursed for any necessary
out-of-pocket expenses.

Paul Hastings has represented the Debtors over the past two years.
On May 7, 2014, the Debtors and Paul Hastings entered into a fee
agreement that provided (a) a fixed annual fee of $120,000, payable
in quarterly installments, for certain Exchange Act reporting and
certain corporate governance and board-related services, and (b)
customary hourly rate billing, with a 10% discount, for all other
corporate services as well as employment and employee benefit
services.

On Jan. 13, 2015, the Debtors paid Paul Hastings $56,743, and the
firm, on Jan. 15, 2015, has $189,195 outstanding amounts unpaid by
the Debtors.  During the one-year period immediately preceding the
Petition Date, Paul Hastings received from The Wet Seal, Inc., (a)
$2,789,959 in fees for services rendered, and (b) $26,410 in
expense reimbursements, for a total of $2,816,370 for services
related to the firm's prepetition services on the Debtors' behalf.

Stephen D. Cooke, Esq., a partner at Paul Hastings LLP, in Costa
Mesa, California, assures the Court that his 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.

Mr. Cooke, however, discloses that his firm regularly represents,
and has represented in the past, Bank of America, N.A. and its
subsidiaries, and B. Riley & Co., LLC and certain of its
affiliates, in various matters unrelated to the Debtors.  Paul
Hastings will not represent BofA and B. Riley in the Chapter 11
cases.

Mr. Cooke relates that because he has been informed that the
aggregated assets of the Debtors do not appear to meet or exceed
the $50 million minimum threshld, the Appendix B Guidelines appear
inapplicable to the Chapter 11 Cases.  Nevertheless, Mr. Cooke says
his firm intends to make a reasonable effort to comply with the
U.S. Trustee's requests for information and additional disclosures
both in connection with the employment application and the interim
and final fee applications the firm will file in the course of its
engagement.

In compliance with the Appendix B Guidelines, Mr. Cooke relates
that for postpetition services, Paul Hastings reduced its standard
photocopy charge from $0.20 per page to $0.10 per page in
accordance with the Local Rules.  Mr. Cooke adds that none of the
professionals included in the engagement varied their rate based on
the geographic location of the bankruptcy case.

Paul Hastings may be reached at:

         Nancy L. Abell, Esq.
         Stephen Harris, Esq.
         Jan E. Eakins, Esq.
         Melinda Gordon, Esq.
         Lisa Paez, Esq.
         PAUL HASTINGS LLP
         515 South Flower Street
         25th Floor
         Los Angeles, CA 90071
         Tel: (213) 683-6000
         Fax: (213) 627-0705
         E-mail: nancyabell@paulhastings.com
                 stephenharris@paulhastings.com
                 janeakins@paulhastings.com
                 melindagordon@paulhastings.com
                 lisapaez@paulhastings.com

               -- and --

         Stephen D. Cooke, Esq.
         Douglas Schaaf, Esq.
         Jennifer Gaudette, Esq.
         Michael Purtill, Esq.
         PAUL HASTINGS LLP
         695 Town Center Drive
         17th Floor
         Costa Mesa, CA 92626
         Tel: (714) 668-6200
         Fax: (714) 979-1921
         E-mail: stephencooke@paulhastings.com
                 dougschaaf@paulhastings.com
                 jennifergaudette@paulhastings.com
                 michaelpurtill@paulhastings.com

            -- and --

         Philip J. Marzetti, Esq.
         PAUL HASTINGS LLP
         1170 Peachtree Street, N.E., Suite 100
         Atlanta, GA 30309
         Tel: (404) 815-2400
         Fax: (404) 815 2424
         E-mail: philmarzetti@paulhastings.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 January 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.

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.  Wet Seal
listed total assets of $92.8 million and total liabilities of
$103.4 million as of Nov. 1, 2014.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.



XENONICS HOLDINGS: SingerLewak Expresses Going Concern Doubt
------------------------------------------------------------
Xenonics Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended Sept. 30, 2014.

SingerLewak LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
historically suffered recurring losses from operations, has a
substantial accumulated deficit and has limited revenues.

The Company reported a net loss of $2.6 million on $830,000 of net
revenues for the fiscal year ended Sept. 30, 2014, compared with a
net loss of $1.54 million on $2.38 million of net revenues during
the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $2.28 million
in total assets, $4.55 million in total liabilities, and a
stockholders' deficit of $2.26 million.

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

                       http://is.gd/9Y4KVu

Carlsbad, California-based Xenonics Holdings, Inc., designs,
manufactures and markets high-end, high-intensity portable
illumination products and low light viewing systems (night
vision).

The Company reported a net loss of $1.54 million on $2.38 million
of net revenue in fiscal year ended Sept. 30, 2013, compared with
a net loss of $2.19 million on $2.16 million of net revenue in
Sept. 30, 2012.

The Company's balance sheet at Sept. 30, 2013, showed $2.31
million in total assets, $2.66 million in total liabilities, and
a stockholders' deficit of $349,000.



ZELEPHANT HOLDINGS: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Zelephant Holdings, LLC
        8912 Spanish Ridge Avenue, Suite 300
        Las Vegas, NV 89148

Case No.: 15-10343

Chapter 11 Petition Date: January 26, 2015

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Gregory E Garman, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Pky 9th Flr.
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  Email: ggarman@gordonsilver.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jerry N. Kramer, manager.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb15-10343.pdf


                            *********

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
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is compiled on the Friday prior to publication.  Prices reported
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Each Tuesday edition of the TCR contains a list of companies with
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The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

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Troubled Company Reporter is a daily newsletter co-published
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