TCR_Public/150130.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, January 30, 2015, Vol. 19, No. 30

                            Headlines

ACADIA HEALTHCARE: Moody's Confirms 'B1' Corporate Family Rating
ACADIA HEALTHCARE: S&P Affirms 'B+' CCR, Off Watch Negative
ADAMIS PHARMACEUTICALS: Approves Salary Increase for Executives
ALCO CORP: Complies with Reports; Bid to Dismiss Deemed Moot
ALLIED SYSTEMS: Creditors' Claims Against CEO Not Core to Ch. 11

ALSIP ACQUISITION: Approved to Sell Assets to Resolute FP
AMERICAN HOME: Judge Retains TILA Claim in "Diunugala" Suit
AMERIFORGE GROUP: Moody's Lowers Corporate Family Rating to 'B3'
ARCHDIOCESE OF ST. PAUL: Can File Portions of Schedule F Under Seal
ARCHDIOCESE OF ST. PAUL: Proposes Briggs and Morgan as Counsel

ARCHDIOCESE OF ST. PAUL: Proposes Lindquist & Vennum as Counsel
ARCHDIOCESE OF ST. PAUL: Taps Alliance as Financial Advisor
ASHTON WOODS: S&P Revises Outlook to Stable & Affirms 'B-' CCR
ATLAS ENERGY: S&P Retains 'B' CCR on CreditWatch Developing
ATLS ACQUISITION: Deadline to Remove Suits Extended to April 13

ATRIUM WINDOWS: S&P Revises Outlook to Stable & Affirms 'B-' CCR
AUBURN TRACE: Files Schedules of Assets & Liabilities
AUTOCLUB BODY: Case Summary & 5 Largest Unsecured Creditors
AUXILIUM PHARMACEUTICALS: Stockholders Approve Endo Merger
AZIZ CONVENIENCE: Can Use PlainsCapital Cash Collateral Until May

BALMORAL RACING: Employs Adelman & Gettleman as Legal Counsel
BALMORAL RACING: Taps Foley & Lardner for Riverboat Litigation
BATS GLOBAL: S&P Puts 'BB-' ICR on CreditWatch Negative
BERRY PLASTICS: Moody's Raises Corporate Family Rating to B1
BINDER & BINDER: U.S. Trustee Forms Five-Member Creditors Panel

BRITISH AMERICAN: Nears Deal Over $10-Mil. Investment Gone Bad
BROCADE COMMUNICATION: Moody's Hikes Rating on $300MM Notes to Ba2
BROWARD HFA, FL: Moody's Reviews B1 & Ca Bond Ratings for Downgrade
C. WONDER: Proposes to Continue Going Out of Business Sales
C. WONDER: To Sell to Remaining Assets to Founder

C. WONDER: Wants Until Feb. 19 to File Schedules
CAESARS ENTERTAINMENT: Judge Says Ch. 11 Can Proceed in Chicago
CANNABICS PHARMACEUTICALS: Has $127K Loss for Nov. 30 Quarter
CAROLCO PICTURES: Brick Top Acquires Co; New Executives Named
CLIFFS NATURAL: Seeks Creditor Protection for Canadian Unit

CLIFFS NATURAL: Size of BofA Loan Reduced; Covenants Revised
CLINE MINING: Canadian Proceeding Recognized in U.S.
COINTERRA INC: Bitcoin Mining Startup Files for Bankruptcy
COMMSCOPE HOLDING: Moody's Puts B1 CFR on Review for Downgrade
COMMSCOPE HOLDING: S&P Puts 'BB-' CCR on CreditWatch Negative

CYCLONE POWER: Reports Sale of 73.7% Investment in WHE Generation
DAHL'S FOODS: Jan. 30 Hearing on Equity Ventures Deal
DELIAS INC: Proposes DLA Piper as Bankruptcy Counsel
DELIAS INC: Taps A&G Realty as Real Estate Consultant
DETROIT, MI: May Offer City Workers Half Off on Vacant Homes

DIGERATI TECHNOLOGIES: Files Late 10-Q for Jan. 31, 2013 Quarter
DIOCESE OF SPOKANE: Has Accord With Paine Hamblen; Suit Dismissed
DIOCESE OF SPOKANE: Settles Suit vs. Paine Hamblen
DORAL FINANCIAL: Must Boost Capital or Find Buyer, FDIC Says
DOW CORNING: 6th Cir. Yanks Payments to 2nd-Priority Claims

EAST RIDGE RETIREMENT: Fitch Affirms BB Rating on $68.2MM Rev Bonds
ENDEAVOUR INT'L: Harris County Objects to Plan
ENERGY XXI GULF: Moody's Lowers Corporate Family Rating to Caa1
EPIC HEALTH: S&P Assigns 'B' CCR & Rates $25MM Debt 'B'
EVEN STREET: Sly Stone Awarded $5 Million in Royalty Fight

EXIDE TECH: Agency Finds 8 Hazardous Waste Law Violations
EXIDE TECH: Panel Hires Quinn Emanuel as Special Antitrust Counsel
EXPRESS INC: S&P Revises Outlook to Stable & Affirms 'BB' CCR
F&H ACQUISITION: Plan Filing Date Extended to April 13
FANNIE MAE & FREDDIE MAC: Two Experts Say Profit Sweep Flawed

FCC HOLDINGS: Plan Solicitation Exclusivity Expires May 22
FONTAINEBLEAU LAS VEGAS: Judge Approves of $27.5M Settlement
FOOTHILL/EASTERN TRANSPO: Fitch Affirms BB+ Rating on $198MM Bonds
FOOTHILL/EASTERN TRANSPORTATION: Moody's Rates 2015A Bonds 'Ba1'
FOURTH QUARTER: Seeks Feb. 18 Extension of Schedules Filing Date

FOURTH QUARTER: Seeks to Employ Stone & Baxter as Ch. 11 Counsel
FREEDOM INDUSTRIES: Exec Again Urges Court to Deny $3MM AIG Deal
FREESCALE SEMICONDUCTOR: S&P Alters Outlook to Stable, Affirms CCR
FRIENDLY'S ICE CREAM: Court Rules on Bid to Exclude Testimony
G&Y REALTY: Involuntary Case Dismissed

GASFRAC ENERGY: Obtains Court Approval for Forbearance Agreement
GENERAL MOTORS: Rejects Senator's Bid to Extend Claim Deadline
GIORDANO'S ENTERPRISES: Plans Downtown Eatery, Suburban Locations
GLYECO INC: David Ide Named Interim CEO
GT ADVANCED: US Trustee Tries to Block Bonuses for Executives

HARRIS LAND: U.S. Trustee Seeks Dismissal or Conversion
HAWKER ENERGY: Has $1.64-Mil. Net Loss in Nov. 30 Quarter
HD SUPPLY: Ricardo Nunez Quits as SVP, Gen. Counsel & Secretary
HEI INC: Committee to Object to Firms' Duplicative Services
HOME FEDERAL SAVINGS, DETROIT: Paperless Retainer Valid vs. FDIC

HOSPITALITY STAFFING: Wins Dismissal of Bankruptcy Cases
I2A TECHNOLOGIES: Court Grants Heritage Bank Relief From Stay
I2A TECHNOLOGIES: Court Okays 2nd Cash Collateral Stipulation
IBCS MINING: Disclosure Statement Hearing Set for March 23
IBCS MINING: Gets Interim Approval to Use Financing

IMH FINANCIAL: Board Appoints Lisa Jack Chief Financial Officer
INSTITUTO MEDICO: Oriental Bank Balks at Adequacy of Plan Outline
ISAACSON STEEL: Case Closing Denied Amid Adversary Proceedings
KAIROS DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
KANGADIS FOOD: Amended Plan Declared Effective January 23

KIOR INC: Derek Henderson Named as Receiver for Columbus Plant
KOPPERS HOLDINGS: Moody's Affirms Ba3 Corporate Family Rating
LABORATORY PARTNERS: Case Transferred to Judge Laurie Selber
LEHMAN BROTHERS: LBI Trustee Files Motion for 2nd Distribution
MEDICURE INC: Announces Shares for Debt Settlements

MEDIJANE HOLDINGS: Posts $1.2-Mil. Net Loss for Nov. 30 Quarter
MEG ENERGY: S&P Lowers Corp Credit Rating to 'BB-'; Outlook Stable
METEX MFG: Chapter 11 Case Closed Subject to Annual Report Filing
MISSISSIPPI PHOSPHATES: Amends Schedules of Assets and Liabilities
MOBIVITY HOLDINGS: William Van Epps Named Executive Chairman

NATIVE WHOLESALE: Court Closes Chapter 11 Bankruptcy Case
NAUTILUS HOLDINGS: Can Use lenders' Cash Collateral Until Feb. 6
NAUTILUS HOLDINGS: Joshua L. Seifert Approved as Conflicts Counsel
NAVISTAR INTERNATIONAL: Extends NPA Expiration to January 2016
NEWLEAD HOLDINGS: Adds 5 Tanker Vessels to its Fleet

ONE FOR THE MONEY: Case Summary & 3 Largest Unsecured Creditors
ONE FOR THE MONEY: Files Bare-Bones Chapter 11 Petition
OPEN TEXT: Moody's Affirms 'Ba1' Corporate Family Rating
OSHKOSH CORP: S&P Retains 'BB+' Corp. Credit Rating, Outlook Stable
OSL HOLDINGS: Cash Woes Raise Going Concern Doubt

PENINSULA HOSPITAL: Trustee Can Use Cash Collateral Until June 30
PENINSULA HOSPITAL: Trustee Retention of Miller Approved
PETTERS GROUP: Judge Won't Move Ponzi Scheme Suit to Fed Court
PHOENIX PAYMENT: Resolves Plan Outline Objections, Amends Plan
PLATTSBURGH SUITES: Ch. 11 Filing Delays College Suites Auction

POWERWAVE TECHNOLOGIES: Trustee Files Clawback Suit vs. Ex-Brass
PRATT PLACE: Files for Chapter 11 Bankruptcy Protection
PRIME GLOBAL: B F Borgers Expresses Going Concern Doubt
RECYCLE SOLUTIONS: Court Hears Assets Sale Bid; Order Due Jan. 29
RELIANCE INTERMEDIATE: Moody's Affirms B1 Corporate Family Rating

RETROPHIN INC: Prudential Reports 11.8% Stake as of Dec. 31
REVEL AC: Has Until April 15 to Decide on Unexpired Leases
REVEL AC: Wins $400-Mil. Tax Assessment Reduction
RIVER-BLUFF: Court Set to Approve Disclosure Statement
ROADMARK CORPORATION: Files Schedules of Assets & Debt

ROADMARK CORPORATION: Paving Stripper Enters Chapter 11
ROADMARK CORPORATION: Proposes to Pay Officers
ROADMARK CORPORATION: Seeks to Use Far West, PMC Cash Collateral
ROBERTS HOTELS: Evercore to Redevelop Edison Walthall Hotel
ROCKWELL MEDICAL: FDA OKs Triferic as Iron Replacement Product

SAFEWAY INC: S&P Cuts Corp. Credit Rating to B, Off Watch Negative
SHILO INN: CB&T May Foreclose on Moses Lake Hotel
ST. SIMONS LODGING: Jan. 30 Prelim. Hearing on Cash Collateral Use
STARR PASS:  DeConcini McDonald Replaces Gust Rosenfeld as Counsel
SUMMIT STREET: Amends Schedules of Assets & Liabilities

TRANS-LUX CORP: Gabelli Reports 23.7% Stake as of Dec. 31
TRUMP ENTERTAINMENT: Creditors Seek to Fight Icahn Group's Claims
TRUMP ENTERTAINMENT: Has Until April 7 to File Plan
TRUMP ENTERTAINMENT: Judge to Approve Plan Outline, $20M Loan
UNI-PIXEL INC: Amends 2013 Annual Report in Response to Comments

US CAPITAL: Fashion Mall May Be Auctioned April; Ram Realty Bids
VALLEY FORGE: Head Wins Stay of Shareholder Suit
VARIANT HOLDING: Court Sets March 17 as Claims Bar Date
WARTBURG COLLEGE: Fitch Assigns 'BB' Rating on $84.6MM Bonds
WBH ENERGY: Files Schedules of Assets and Liabilities

WBH ENERGY: US Energy Balks at Use of Lenders Cash Collateral
WELLS ENTERPRISES: S&P Alters Outlook on B+ CCR to Stable
WET SEAL: Seeks to Reject 31 Contracts
WINSTAR COMMS: 3rd Cir. Shuts Down IDT Suit Over $42.5-Mil. Deal
WORLD SURVEILLANCE: Settles Litigation with La Jolla

YOUR EVENT: Incurs $470K Net Loss in Nov. 30 Quarter
[*] Bill to Allow Illinois Munis to Seek Bankruptcy Filed
[*] Congressman Revives Asbestos Trust Transparency Bill
[*] Mackinac Partners Promotes Three People to Director
[*] Whiteford Taylor Adds Ex-Sidley Austin Bankruptcy Vet

[^] BOOK REVIEW: Lost Prophets -- An Insider's History

                            *********

ACADIA HEALTHCARE: Moody's Confirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Acadia
Healthcare Company, Inc., including the B1 Corporate Family Rating
and B1-PD Probability of Default Rating. Moody's also assigned a
Ba2 (LGD 2) rating to the company's senior secured credit
facilities and a B3 (LGD 5) rating to the proposed offering of
senior unsecured notes. The proceeds of a new term loan B and
unsecured notes will be used, along with additional equity, to fund
the acquisition of CRC Health Group, Inc. The rating outlook is
stable.

The rating confirmation concludes Moody's review of Acadia's
ratings that was initiated on October 30, 2014. This followed the
company's announcement that it had signed a definitive agreement to
acquire CRC Health Group, Inc. for approximately $1.175 billion,
including the refinancing of the debt of CRC. Moody's estimates
that Acadia's pro forma adjusted debt to EBITDA will increase to
about 5.5 times, before considering any benefit of synergies, and
that the company will continue to pursue growth through
acquisitions. However, the confirmation of the B1 Corporate Family
Rating also reflects Moody's expectation that the company's healthy
margins and stable cash flow will allow for steady improvement in
credit metrics, including a reduction in debt to EBITDA to less
than 5.0 times over the next 12 to 18 months. Further, Moody's
anticipates that Acadia will focus on the successful integration of
CRC and Partnerships in Care (PiC), which the company acquired in
July 2014, prior to pursuing any additional transformational
acquisitions. Moody's also expects that Acadia will continue to use
a mix of debt and equity in subsequent acquisitions in order to
maintain leverage in the range of 4.5 to 5.0 times.

Ratings confirmed:

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

  Senior unsecured notes at B3 (LGD 5)

Ratings assigned:

  Senior secured revolving credit facility at Ba2 (LGD 2)

  Senior secured term loan A at Ba2 (LGD 2)

  Senior secured term loan B at Ba2 (LGD 2)

  Senior unsecured notes at B3 (LGD 5)

Ratings affirmed:

  Speculative Grade Liquidity Rating at SGL-2

The rating outlook is stable.

Ratings Rationale

Acadia's B1 Corporate Family Rating reflects Moody's expectation of
continued EBITDA and cash flow growth as the company integrates the
recent acquisitions of the operations of PiC and CRC. Despite the
active continuation of acquisitions, Moody's expects that Acadia
will first focus on the reduction of leverage to below 5.0 times
through a combination of debt repayment and EBITDA growth. Moody's
also expects that Acadia will continue funding subsequent
acquisitions through a combination of debt, equity, and available
cash so that leverage remains in the range of 4.5 to 5.0 times. The
rating also reflects Moody's assessment of risks associated with
the potential for disruption from two transformational acquisitions
completed within a year, the entrance into a new market through
PiC's operations in the United Kingdom, and the still significant
reliance on government reimbursement both in the United States
(Medicare and Medicaid) and in the United Kingdom (National Health
Service). However, the acquisitions of PiC and CRC significantly
increase Acadia's scale and improve diversification, both in terms
of geography and revenue sources.

The stable rating outlook reflects Moody's expectation that Acadia
will realize continued growth through expanding bed capacity at its
facilities in both the US and the UK and applying its marketing and
operational discipline to the acquired CRC assets. A more stable
Medicaid reimbursement environment, given improvements in state
budgets, is likely to result in continued strong margins. Further,
while Moody's expects Acadia to continue to aggressively pursue
growth through acquisitions, its financial policy -- including the
use of equity to help fund this growth -- will result in reducing
and maintaining debt/EBITDA in the range of 4.5 to 5.0 times.

If the company can sustainably reduce debt/EBITDA below 4.0 times
through debt repayment or growth in EBITDA while balancing
expansion opportunities and acquisitions, Moody's could upgrade the
ratings.

If Moody's expects debt to EBITDA to be sustained above 5.0 times,
either because of a more aggressive pursuit of growth, challenges
in the integration of recent acquisitions, adverse reimbursement
developments, or shareholder initiatives, the ratings could be
downgraded.

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

Acadia is a provider of behavioral health care services. Acadia
provides psychiatric and chemical dependency services to its
patients in a variety of settings, including inpatient psychiatric
hospitals, residential treatment centers, outpatient clinics and
therapeutic school-based programs. Acadia recognized approximately
$900 million in revenue in the twelve months ended September 30,
2014.



ACADIA HEALTHCARE: S&P Affirms 'B+' CCR, Off Watch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Franklin, Tenn.-based Acadia Healthcare Co. Inc.
and removed the rating from CreditWatch, where S&P placed it with
negative implications on Oct. 31, 2014.  The outlook is stable.

S&P is assigning a 'BB-' issue rating to the new $500 million term
loan B and lowering its ratings on the company's existing credit
facility to 'BB-' from 'BB' and removing the ratings from
CreditWatch.  S&P revised the recovery rating to '2' from '1',
indicating substantial (70% to 90%) recovery (on the higher end of
the range) in the event of payment default on the senior secured
tranche, which now includes the new term loan B.

S&P is also assigning a 'B-' rating to the company's new $300
million senior unsecured notes and lowering its ratings on the
company's existing notes to 'B-' from 'B' and removing the ratings
from CreditWatch.  At the same time, S&P revised the recovery
rating on the unsecured notes tranche to '6' from '5', indicating
negligible (0% to 10%) recovery in the event of payment default.

"The affirmation reflects our view that Acadia will be able to
successfully integrate the CRC Health acquisition and maintain its
financial policy of operating with leverage between 4.5x and 5x
over the medium term," said Standard & Poor's credit analyst Tahira
Wright.  The ratings on Acadia continue to reflect its exposure to
government reimbursement, concentration in the behavioral health
field, and potential operating and integration challenges as the
company continues to rapidly expand its business.  While the
acquisition of specialty behavioral and substance abuse provider
CRC Health complements the company's overall business risk profile
by further diversifying its service offerings and payor mix, S&P
don't see a material improvement in business risk.  Incremental
debt incurred in this transaction will take leverage higher than
previously, with debt to EBITDA slightly above 5x at transaction
close; however, S&P expects debt leverage will remain at a
sustained level between 4.5x and 5x over the medium term.  These
factors contribute to S&P's "weak business risk and "aggressive"
financial risk profiles.  S&P's leverage assumption considers
annual acquisition-related spending in excess of $600 million
annually, which S&P expects to be funded with a mix of debt and
equity.  Pro forma the transaction Acadia acquires and develops
substance abuse and in-patient behavioral health care facilities
that include acute in-patient psychiatric facilities, residential
treatment care, and other behavioral health care operations.

S&P's stable outlook reflects its expectation that the company will
sustain its pattern of smooth integration of acquisitions and that
peak leverage will decline to a level consistent with historical
averages, specifically debt to EBITDA at a sustained level between
4.0x and 4.5x.

S&P sees two pathways to a higher rating.  S&P could consider an
upgrade if the company could sustain leverage below 4x while
pursuing its aggressive growth strategy.  Alternatively, S&P could
also raise the rating if the company's growth strategy successfully
lifts margins at a consistent level above 25%.

A downgrade could occur if Acadia makes a major debt-financed
acquisition that would result in debt leverage at a sustained level
above 5x.  Given the company's recent debt borrowings to expand its
business, S&P believes Acadia has minimal debt capacity at this
time, and any further borrowings to fund S&P's base-case projection
of $600 million in acquisitions without tapping into the equity
market will likely result in the company's leverage peaking above
5x.  S&P could also lower the rating if operations are hurt by
significant reimbursement cuts, or if the company fails to
successfully integrate recently acquired operations, resulting in
an EBITDA margin decline of about 400 bps that would also raise
debt to EBITDA above 5x.



ADAMIS PHARMACEUTICALS: Approves Salary Increase for Executives
---------------------------------------------------------------
The Board of Directors of Adamis Pharmaceuticals Corporation, after
a review of information from a third party compensation consultant,
development of a peer group of companies and review of compensation
including information relating to the peer group of companies, and
upon the recommendation of the Compensation Committee of the Board,
approved an increase in the annual base salaries of its officers,
effective as of Jan. 1, 2015, as follows:

   * Dennis J. Carlo, Ph.D., president and chief executive
     officer, from $525,000 to $550,000;

   * David J. Marguglio, senior vice president of corporate
     development, from $263,000 to $300,000;

   * Robert O. Hopkins, chief financial officer, from $237,000 to
     $260,000;

   * Karen K. Daniels, vice president of operations, from $237,000
     to $260,000; and

   * Thomas Moll, Ph.D., vice president of Research, from $237,000
     to $260,000.

In addition, upon the recommendation of the Compensation Committee,
the Board approved discretionary bonus payments to officers of the
Company with respect to the transition period from April 1, 2014,
through Dec. 31, 2014, in an aggregate amount of $390,000.

As has been previously disclosed, the Company has determined to
change its fiscal year from March 31 to December 31, and will file
a Transition Report on Form 10-K for the fiscal period ending
Dec. 31, 2014.

                     Annual Meeting on May 14

The Board has determined that the 2015 annual meeting of
stockholders of the Company will be held on Thursday, May 14, 2015,
at a time and location to be determined.  The Company expects to
make available its definitive proxy statement to all stockholders
of record on a record date to be determined by the Board.

The date of the 2015 Annual Meeting represents a date more than 30
days in advance of the anniversary date of the Company's 2014
annual meeting of stockholders, which was held on Nov. 6, 2014, and
accordingly, in accordance with Rule 14a-5(f) under the Securities
Exchange Act of 1934, as amended, the Company is informing
stockholders of that change.

Because the expected date of the 2015 Annual Meeting represents a
change of more than 30 days from the anniversary of the Company's
2014 Annual Meeting, the Company has set a new deadline for the
receipt of stockholder proposals submitted pursuant to Rule 14a-8
of the Securities Exchange Act of 1934, as amended, for inclusion
in the Company's proxy materials for the 2015 Annual Meeting.  In
order to be considered for inclusion, those proposals must be
received in writing by the Company by the close of business on
Friday, Feb. 13, 2015.

                            About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

Adamis reported a net loss of $8.15 million for the year ended
March 31, 2014, as compared with a net loss of $7.19 million for
the year ended March 31, 2013.

Mayer Hoffman McCann P.C., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2014.  The independent auditors noted
that the Company has incurred recurring losses from operations and
has limited working capital to pursue its business alternatives.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

As of June 30, 2014, the Company had $11.6 million in total
assets, $1.90 million in total liabilities and $9.65 million in
total stockholders' equity.

                         Bankruptcy Warning

"Our management intends to attempt to secure additional required
funding through equity or debt financings, sales or out-licensing
of intellectual property assets, seeking partnerships with other
pharmaceutical companies or third parties to co-develop and fund
research and development efforts, or similar transactions.
However, there can be no assurance that we will be able to obtain
any required additional funding.  If we are unsuccessful in
securing funding from any of these sources, we will defer, reduce
or eliminate certain planned expenditures and delay development or
commercialization of some or all of our products.  If we do not
have sufficient funds to continue operations, we could be required
to seek bankruptcy protection or other alternatives that could
result in our stockholders losing some or all of their investment
in us," the Company said in its quarterly report for the period
ended June 30, 2014.


ALCO CORP: Complies with Reports; Bid to Dismiss Deemed Moot
------------------------------------------------------------
The Bankruptcy Court deemed moot the U.S. Trustee's motion to
dismiss the Chapter 11 case of Alco Corporation, and vacated the
hearing set for Jan. 21.

On Jan. 2, Guy G. Gebhardt, the acting U.S. trustee for Region 21,
filed a motion to dismiss or convert the Debtor's case.  As grounds
for the dismissal, the U.S. Trustee argued that (1) debtor
corporation did not have legal representation and thus, could not
represent itself in court; (2) debtor corporation had not filed
operating reports for the months of May through November of 2014;
and, (3) debtor corporation had not paid statutory quarterly fees
to the U.S. Trustee for the First, Second and Third Quarters of
2014.

At the hearing held on another matter on Jan. 13, the Court
directed the U.S. Trustee to inform the Court by Jan. 20, if the
Debtor had filed the outstanding operating reports, as the
scheduled hearing would not be held if the reports were filed.

As of Jan. 13, the Debtor had already retained legal
representation.  On Jan. 13, 2015, the Debtor delivered to the
United States Trustee a check in payment of the quarterly fees
owed.  The check has been forwarded to the Payment Center.

                      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.



ALLIED SYSTEMS: Creditors' Claims Against CEO Not Core to Ch. 11
----------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Christopher S. Sontchi
in Delaware found that claims targeting the chief executive officer
of Allied Systems Holdings Inc., included in a wider suit against
the company's former private equity owner, are not central to the
car hauler's Chapter 11 and are not subject to final determination
of the court.

According to the report, Judge Sontchi granted the motion of Allied
CEO and board member Mark Gendregske and ruled that claims alleging
that he breached his fiduciary duty to the company do not qualify
as core proceedings.

                   About Allied Systems Holdings

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at
Troutman Sanders, Gowling Lafleur Henderson.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

In January 2014, the U.S. Trustee for Region 3 appointed a three-
member Official Committee of Retirees.

Yucaipa Cos. has 55% of the senior debt and took the position it
had the right to control actions the indenture trustee would take
on behalf of debt holders.  The state court ruled in March 2013
that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALSIP ACQUISITION: Approved to Sell Assets to Resolute FP
---------------------------------------------------------
The U.S. Bankruptcy authorized Alsip Acquisition, LLC, et al., to
sell certain real estate and equipment pursuant to an asset
purchase agreement with Resolute FP Illinois LLC, as purchaser,
dated Nov. 20, 2014.

Resolute Forest Products Inc. emerged as the winning bidder at a
Jan. 7 auction.

The Court's order overruled objections filed against the Debtors'
motion, including that of Ecosynthetix Ltd., and  BTG Eclepens SA,
BTG IPI LLC, and BTG Americas Inc.

On Jan. 7, 2015, ECO, in its objection, stated that the APA
required that Alsip "at no expense to remove all excluded assets
from the mill premises prior to closing."  The Debtors also filed
the rejection motion, which sought the rejection of, among other
things, the agreement nunc pro tunc to Dec. 29, 2014.

On May 31, 2012, ECO and debtor Alsip Acquisition, LLC, entered
into an agreement pursuant to which ECO agreed to sell to Alsip and
Alsip agreed to purchase from ECO certain product, EcoSphere(R)
Biolatex(R) binder 2240.

ECO explained that:

   a. the removal requirement is unreasonable as it relates to
ECO's property; and

   b. the agreement is not an executory contract and cannot be
rejected.

BTG, in its limited objection, stated that it does not oppose the
Debtors' sale of the purchased assets, but said that those assets
do not and cannot include the Title-Retained Assets and the order
approving the sale should so clarify.

Before the Petition Date, BTG supplied certain goods for the
Debtors to use in their manufacturing operations, specifically rods
and rod beds.  These assets were not intended for resale but rather
to be used in conjunction with the Debtors' manufacturer equipment.


ECO is represented by:

         Stanley B. Tarr, Esq.
         Michael D. DeBaecke, Esq.
         Stanley B. Tarr, Esq.
         BLANK ROME LLP
         1201 N. Market Street, Suite 800
         Wilmington, DE 19801
         Tel: (302) 425-6400
         Fax: (302) 425-6464
         E-mails: debaecke@blankrome.com
                  tarr@blankrome.com
    
                      About Alsip Acquisition

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

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

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

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

The Debtors disclosed $12,906,018 in assets and $34,362,844 in
liabilities as of the Chapter 11 filing.

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

The Official Committee of Unsecured Creditors is represented by
Maria Aprile Sawczuk, Esq., and Harold D. Israel, Esq., at
Goldstein & McClintlock LLLP.  The Committee tapped to retain
GlassRatner Advisory & Capital Group LLC as its financial advisor.



AMERICAN HOME: Judge Retains TILA Claim in "Diunugala" Suit
-----------------------------------------------------------
District Judge William Q. Hayes of the U.S. District Court for the
Southern District of California granted, in part, and denied, in
part, the Motion to Dismiss Plaintiff's Second Amended Complaint
for Failure to State a Claim in the case, NIMAL SUSANTHA DIUNUGALA,
an individual, on behalf of himself and all others similarly
situated, Plaintiff, v. JP MORGAN CHASE BANK, N.A.; THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A; AMERICAN HOME MORTGAGE SERVICING,
INC.; POWER DEFAULT SERVICES, INC.; and DOES 1 through 10,
inclusive, Defendants, Case No. 12CV2106-WQH-KSC (S.D. Cal.).

Specifically, the Motion to Dismiss the third cause of action for
violation of Truth in Lending Act is denied. In all other respects,
the Motion to Dismiss is granted, and the remaining causes of
action are dismissed.

The Court also held that the Defendants' Motion to Vacate Motion to
Certify Class is granted, and Plaintiff's Motion to Certify the
Class is denied without prejudice to refile.

On July 25, 2012, Plaintiff Nimal Susantha Diunugala initiated this
action by filing the Complaint with the San Diego County Superior
Court.  On August 24, 2012, all Defendants jointly filed a Notice
of Removal to the Court, alleging diversity jurisdiction.

On June 6, 2014, Plaintiff filed the Second Amended Complaint. On
June 26, 2014, Defendants American Home Mortgage Servicing, Inc.,
JP Morgan Chase Bank, N.A., Power Default Services, Inc., and The
Bank of New York Mellon Trust Company, N.A. filed the motion to
dismiss the Second Amended Complaint.  On August 20, 2014 Plaintiff
filed an opposition to the motion to dismiss the Second Amended
Complaint.

The Second Amended Complaint asserts the following causes of
action: (1) negligence; (2) violation of Real Estate Settlement
Procedures Act ("RESPA"), 12 U.S.C. Sec. 2605; (3) violation of
Truth in Lending Act ("TILA"), 15 U.S.C. Sec. 1641g; (4)
cancellation of documents to set aside the foreclosure sale; (5)
fraud; and (6) violation of California Business & Professions Code
Sec. 17200.

The Second Amended Complaint asserts a class action pursuant to
California Business & Professions Code Sec. 17203 on behalf of the
following putative class: "[a]ll California residential loan
borrowers with loans that originated with American Brokers Conduit
that were serviced by AHMSI at the time of their bankruptcy on or
about August 6, 2007 and were performing loans;" "[a]ll . . .
borrowers who received conflicting notifications from defendant
AHMSI, BONY or JP Morgan of the identity of their investor, or
creditor as required under 15 U.S.C. Sec.1641g after May 5, 2009;"
and "[a]ll . . . borrowers who received conflicting notifications
from defendant AHMSI of the identity of their investor, or creditor
as required under 12 U.S.C. Sec.2605 within the past two years."

On June 27, 2014, Plaintiff filed a motion to certify class.  On
July 21, 2014, Defendants filed the motion to vacate motion to
certify class and all class-related dates.

A copy of the Court's Jan. 21, 2015 Order is availale at
http://is.gd/f6R9Lwfrom Leagle.com.

                   About American Home Mortgage

Defunct subprime mortgage lender American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- based in
Melville, New York, and seven affiliates filed for Chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
counsel.  The Creditors Committee also retained Hennigan, Bennett
& Dorman LLP, as special conflicts counsel.  As of March 31, 2007,
American Home Mortgage's balance sheet showed total assets of
$20,553,935,000 and total liabilities of $19,330,191,000.

AHM filed a de-consolidated plan of liquidation on Aug. 15, 2008.
The plan was confirmed in February 2009.  The plan was implemented
in November 2010.


AMERIFORGE GROUP: Moody's Lowers Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded Ameriforge Group, Inc.'s
(AFGlobal) Corporate Family Rating (CFR) to B3 from B2 and its
Probability of Default rating to B3-PD from B2-PD. Concurrently,
Moody's Investors Service downgraded both the ratings for the
company's senior secured revolving credit facility and senior
secured first lien term loan to B2 from B1 and the rating for the
senior secured second lien term loan to Caa2 from Caa1. The rating
outlook remains negative.

The rating downgrade reflects AFGlobal's heavy concentration in the
oil and gas sectors with approximately 70% of AFGlobal's end
markets directly related to the oil and gas segment. Moody's
expects that AFGlobal's credit quality will be adversely affected
by a reduction in the rig counts for oil and gas caused by lower
oil prices and insufficient demand. Moody's anticipate leverage
will exceed and be sustained meaningfully above 6.0 times for at
least the next year.

Issuer: Ameriforge Group, Inc.

Ratings Downgraded:

  Corporate Family Rating, Downgraded to B3 from B2

  Probability of Default Rating, Downgraded to B3-PD from B2-PD

  Senior Secured Bank First Lien Revolving Credit Facility,
  Downgraded to B2 (LGD3) from B1 (LGD3)

  Senior Secured Bank First Lien Term Loan, Downgraded to B2
  (LGD3) from B1 (LGD3)

  Senior Secured Bank Second Lien Term Loan, Downgraded to
  Caa2 (LGD5) from Caa1 (LGD5)

Outlook:

The rating outlook is negative.

Ratings Rationale

AFGlobal B3 CFR reflects Moody's view that demand for the company's
products from the highly-cyclical oil and gas markets will
experience significant weakness in 2015. Leverage is expected to be
above 8 times for 2015 due to weaker revenues and pricing pressure
from its customers. The rating also considers AFGlobal's small size
relative to the overall market, management's ability to cut
sufficient costs without hurting its long term potential, and low
customer concentration. The company also serves the Aerospace,
Industrial, and Power Generation end markets for a minority of its
sales.

The negative outlook reflects Moody's expectation that although
management will likely strive to aggressively address its cost
structure, market dynamics are so weak as to pressure its credit
quality. Moreover, Moody's believe the downturn in demand for its
services will last into 2016.

Moody's considers AFGlobal to have an adequate liquidity position.
As the company does not hold a large cash balance, it will have to
rely on working capital release, cost cutting, and its revolver to
manage through the downturn. Under Moody's base case scenario,
Moody's anticipate slightly positive cash flow in 2015 but note
that this is subject to the performance of its accounts
receivables.

What Could Change The Rating -- Down

If the company's leverage was expected to remain over 6.5 times or
if EBITDA coverage of interest was anticipated to be sustained
below 1.25 times, the rating could be further downgraded. A
decrease in year-over-year margins projected for 2016 beyond 2015's
decline or further weakened free cash flow generation could also
pressure the ratings. A reduction in the company's liquidity
profile, particularly if it cannot access its liquidity and is not
cash flow positive, would result in a ratings downgrade. A large
debt financed acquisition that results in higher leverage could
merit a further downward rating action.

What Could Change The Rating -- Up

A ratings upgrade is unlikely until the number of oil and gas
projects begins to increase. Even then, leverage would have to be
expected to improve to under 5.5 times on a sustained basis. Core
fundamental business improvement including positive revenue growth
and margin expansion would need to be evident.

Ameriforge Group Inc. (AFGlobal), headquartered in Houston, Texas,
is a manufacturer of mission-critical products for a number of
segments within the Oil and Gas, General Industrial, Power
Generation, and Aerospace/Transportation market segments. Revenues
for the LTM period ending September 30, 2014 were $837 million.

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



ARCHDIOCESE OF ST. PAUL: Can File Portions of Schedule F Under Seal
-------------------------------------------------------------------
Judge Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota authorized the Archdiocese of Saint
Paul-Minneapolis to file under seal those portions of Schedule F
and the master mailing matrix and the list of its ten largest
creditors that disclose identifying information of individuals who
have notified the Archdiocese that they were sexually abused by
clergy members or other persons employed by Catholic entities and
have, could, or might assert claims against the Archdiocese arising
out of that abuse, and are not otherwise represented by counsel who
may accept service on behalf of those individuals.

According to James Eli Shiffer, writing for Star Tribune, the news
agency challenged the Archdiocese's request for wide discretion to
withhold details on settlements with victims of sexually abusive
priests, arguing that the archdiocese's request was "overly broad."
The report said Judge Kressel said from the bench that the
Archdiocese's request was "too vague."

                   About Archdiocese of St. Paul

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

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

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

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

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

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


ARCHDIOCESE OF ST. PAUL: Proposes Briggs and Morgan as Counsel
--------------------------------------------------------------
The Archdiocese of Saint Paul and Minneapolis seeks approval from
the Bankruptcy Court to hire Briggs and Morgan, Professional
Association as its counsel, nunc pro tunc to the Petition Date.

The Archdiocese has selected Briggs and Morgan as its counsel
because of the firm's knowledge of the Archdiocese's operations and
financial affairs and because of the firm's extensive general
experience and knowledge, including its expertise in business
reorganizations under Chapter 11 of the Bankruptcy Code.

Prior to the Petition Date, Briggs and Morgan performed legal work
for the Archdiocese and has represented the Archdiocese in its
preparation for the filing of the Chapter 11 case.  Briggs and
Morgan represented the Archdiocese in connection with certain
matters relating to claims against the Archdiocese concerning abuse
allegations and the identification and release of Archdiocese files
concerning abuse allegations pursuant to various court orders and
Archdiocesan policies and procedures.  

Subject to the Court's approval, Briggs and Morgan will provide the
Archdiocese with a 10 percent discount on Briggs and Morgan's
ordinary and customary hourly rates, or in certain instances, to
match the rates approved by the Archdiocese's insurers, and, in any
event, to cap the firm's maximum hourly rate at $525.  The
application of these discounts means that no Briggs and Morgan
attorney will bill the Archdiocese at a rate in excess of $472.50
an hour.  This rate cap will remain in place for the duration of
the Chapter 11 case.

Briggs and Morgan will also bill the Archdiocese for its actual,
reasonable and necessary out-of-pocket disbursements incurred in
connection with the Chapter 11 case, except that Briggs and Morgan
will not bill the Archdiocese for any expenses incurred in
connection with electronic research, including any Westlaw and
Lexis Nexus charges.

Richard D. Anderson, Esq., attests that the firm qualifies as a
"disinterested person" for purposes of Section 101(14) of the
Bankruptcy Code.  Mr. Anderson notes that the Archdiocese has filed
an application to retain Lindquist & Vennum LLP as counsel under
Section 327(a) of the Bankruptcy Code to address the volume of work
expected in this case and any individual claims by clients of
Briggs and Morgan.  Except for situations which Briggs and Morgan
has received a valid client consent, Lindquist & Vennum will serve
as counsel for the Archdiocese with respect to any adversary
proceeding or contested matter in which the Archdiocese becomes
adverse to any of the identified entities, and Briggs and Morgan
will not participate in any such adversary proceeding or contested
matter.

                   About Archdiocese of St. Paul

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

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

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

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

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

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


ARCHDIOCESE OF ST. PAUL: Proposes Lindquist & Vennum as Counsel
---------------------------------------------------------------
The Archdiocese of Saint Paul and Minneapolis seeks approval from
the Bankruptcy Court to employ Lindquist & Vennum LLP as its
counsel.

The Archdiocese has also filed applications to retain other
professionals, including an application to retain Briggs and
Morgan, Professional Association.  The Archdiocese submits that the
size and complexity of the Chapter 11 case warrant the retention of
Lindquist as additional bankruptcy counsel to the Archdiocese to
assist Briggs and Morgan as co-counsel and as conflict counsel.
The Archdiocese intends to carefully monitor and coordinate the
efforts of all professionals retained by the Archdiocese in this
Chapter 11 case and will clearly delineate their respective duties
so as to avoid duplication of effort whenever possible.

Prior to the Petition Date, Lindquist performed legal work for the
Archdiocese and has represented the Archdiocese in its preparation
for the filing of this case.  As part of its services, Lindquist
has reviewed certain of the Archdiocese’s leases, trust
instruments, employee and priest medical, dental and other benefit
plans, employee and priest pension plans, hazard and liability
insurance policies, and other material contracts. Lindquist has
also assisted the Archdiocese and its financial advisor in
connection with the preparation of schedules and the statement of
financial affairs to be filed by the Archdiocese and has
represented the Archdiocese in connection with the preparation and
filing of the Debtor's Chapter 11 petition and related documents.

Prior to the Petition Date, it was Lindquist's practice to provide
the Archdiocese with a 10 percent discount on Lindquist's standard
hourly rates, and, in any event, to cap the firm's maximum hourly
rate at $525.  The application of these discounts means that no
Lindquist attorney presently bills the Archdiocese at a rate in
excess of $472.50 an hour.  Lindquist has agreed to continue to
provide these discounts to the Archdiocese postpetition.

The Archdiocese believes that Lindquist is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy
Code.

                   About Archdiocese of St. Paul

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

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

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

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

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

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


ARCHDIOCESE OF ST. PAUL: Taps Alliance as Financial Advisor
-----------------------------------------------------------
The Archdiocese of Saint Paul and Minneapolis seeks approval from
the Bankruptcy Court to hire the financial and turnaround
consulting firm BGA Management, LLC d/b/a Alliance Management to
continue to assist it as a financial consultant during the case, to
perform other consulting services necessary to the Debtor's
continuing operations, and to advise on and facilitate the sale of
the Debtor's disposable assets.

Alliance has been consulting with the Debtor since June 3, 2014.
Since that time, the Debtor has paid Alliance a total of $379,000,
including a bankruptcy retainer of $102,500.

Subject to the Court's approval, Alliance will submit its bills
monthly to the Debtor, and will be paid in accordance with local
bankruptcy practice.  Alliance will be reimbursed its fees and paid
for work performed on the basis described in the Professional
Services Agreement. Alliance's professionals will charge hourly
rates ranging from $285 to $495, subject to normal and customary
increases which occur in January of each calendar year.

The Professional Services Agreement provides that the Debtor will
reimburse Alliance's reasonable business and travel expenses,
including reasonable attorneys' fees incurred in the preparation
for or work in bankruptcy, processing fee applications, providing
litigation support, and similar legal issues arising in the course
of the engagement.

The Debtor has reviewed the unsworn declaration of Alliance founder
and president Michael Knight, and believes that the employment of
Alliance is in the best interests of its estate and that Alliance
does not represent or hold or represent any interest adverse to the
estates, and is "disinterested" within the meaning of Section
327(a) of the Bankruptcy Code.

                   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.



ASHTON WOODS: S&P Revises Outlook to Stable & Affirms 'B-' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Ashton Woods USA LLC to stable from positive.  At the same time,
S&P affirmed its 'B-' corporate credit rating on the company and
its 'B-' issue-level rating on its senior unsecured notes.  The
recovery rating on the notes is unchanged at '3', indicating S&P's
expectation for a meaningful recovery of principal (50% to 70%) if
a payment default occurs.

"Our outlook revision reflects the slower pace of leverage
improvement versus our prior expectations for the company," said
Standard & Poor's credit analyst Matthew Lynam.

S&P now expects leverage to exceed 5x EBITDA through the company's
fiscal 2016.  The anticipated improvement in leverage was delayed
by additional debt, as well as slower-than-anticipated sales
volumes versus our prior forecast.  S&P now expects that, despite
continuing to grow its communities, the company will remain in
excess of 5x debt to EBITDA.

S&P's ratings on Ashton Woods reflect the company's "weak" business
risk profile, which reflects the homebuilding industry's highly
cyclical nature and the company's smaller size and lesser
geographic diversity relative to some rated peers and lower gross
margins.  The builder's "asset-lite" inventory strategy, which
results in greater inventory turnover, partially balance those
factors.  The ratings also reflect the company's "highly leveraged"
financial risk profile, which stems from weak leverage measures,
including debt-to-EBITDA above 5x.

S&P's outlook for the company is stable, reflecting its expectation
that the company's debt to EBITDA ratio will remain above 5x.  S&P
also anticipates sales volumes will improve due to an increase in
active community count, but that increased revolver usage will
temper this improvement.



ATLAS ENERGY: S&P Retains 'B' CCR on CreditWatch Developing
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating and its other ratings on Atlas Energy L.P. remain on
CreditWatch with developing implications, pending the close or
cancellation of its sale transaction with Targa Resources Corp.

The ratings remain on CreditWatch with developing implications
because of S&P's expectation that the transaction will be completed
later this year.  The CreditWatch listing followed the announcement
that Targa Resources agreed to acquire Atlas Energy's incentive
distribution right, limited partner, and general partner interests
in Atlas Pipeline Partners L.P.  Immediately before closing, all
non-Atlas interests (mainly exploration and production-related),
will be spun off to Atlas Energy unitholders. The developing
CreditWatch listing reflects the likelihood that S&P would raise
its ratings on Atlas Energy following the proposed transaction's
closure, and that S&P would lower its ratings if they do not
proceed.  Before the acquisition announcement, Standard & Poor's
had placed its ratings on Atlas Energy on CreditWatch with negative
implications after S&P published revised criteria related to rating
master limited partnerships and general partnerships.

"The negative CreditWatch listing reflected the likelihood that we
would lower our ratings on Atlas Energy due to application of the
new criteria.  If the Targa transactions do not proceed, we would
likely lower our ratings on Atlas Energy by one notch," said
Standard & Poor's credit analyst Ben Tsocanos.

S&P plans to resolve the CreditWatch listing on Atlas Energy when
the proposed transaction is complete, which S&P expects to occur
later this year.  At that point, S&P would likely raise its ratings
on the partnership.  If the parties do not complete the
transaction, S&P would expect to lower its ratings on Atlas
Energy.



ATLS ACQUISITION: Deadline to Remove Suits Extended to April 13
---------------------------------------------------------------
U.S. Bankruptcy Judge Laurie Selber Silverstein has given ATLS
Acquisition, LLC, until April 13, 2015, to file notices of removal
of lawsuits involving the company and its affiliate Liberty Medical
Supply Inc.

                      About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-10262) on Feb. 15, 2013, just less than three
months after a management buy-out and amid a notice by the lender
who financed the transaction that it's exercising an option to
acquire the business.

Liberty has been in business for 22 years serving the needs of both
type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.

                           *     *     *

ATLS Acquisition, LLC, et al., have filed with the U.S. Bankruptcy
Court for the District of Delaware a joint plan of reorganization
and an accompanying disclosure statement, which propose to fund a
liquidating trust with proceeds from the sale of the Debtors'
assets.  A full-text copy of the Disclosure Statement dated Aug.
15, 2014, is available at http://is.gd/aLMnQP  

In November 2014, the Debtor received the green light from the
Bankruptcy Court for its $68.5 million sale to an investment group
led by private equity firm Palm Beach Capital.  The auction for the
assets boosted the purchase price by more than $20 million.


ATRIUM WINDOWS: S&P Revises Outlook to Stable & Affirms 'B-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Dallas-based Atrium Windows and Doors Inc. to stable
from positive and affirmed its 'B-' corporate credit rating on the
company.

At the same time, S&P affirmed its 'B-' issue-level rating (the
same as the corporate credit rating) on Atrium's $300 million
five-year senior secured notes.  The recovery rating on the notes
remains '4', indicating S&P's expectation for average (30% to 50%)
recovery in the event of payment default.

"Our outlook revision to stable reflects our view that an upgrade
is unlikely at this time given that Atrium's EBITDA generation and
margins were less than our prior expectations for 2014, due
primarily to additional costs incurred in the ramp up of production
to meet new business demand," said Standard & Poor's credit analyst
Pablo Garces.

The 'B-' corporate credit rating on Atrium Windows and Doors Inc.
reflects S&P's view of the company's "vulnerable" business risk
profile and "highly leveraged" financial risk profile.

The stable outlook reflects Atrium's lower-than-expected EBITDA
generation and margin growth as well as S&P's expectation that debt
to EBITDA leverage levels will remain above 7x for 2015.  S&P
expects the company's flat margins to be temporary as the company
completes a ramp up in production and introduction of new products,
resulting in improvements in EBITDA and cash flow generation in
2015.



AUBURN TRACE: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Auburn Trace, Ltd., filed its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $9,300,000
  B. Personal Property              $307,504
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,940,843
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $368
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $599,650
                                 -----------      -----------
        TOTAL                     $9,607,504       $9,540,860

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/AuburnTrace_28_SAL.pdf

                           Auburn Trace

Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D.
Fla. Case No. 15-10317) on Jan. 7, 2015.  The case is assigned to
Judge Paul G. Hyman, Jr. Bradley S Shraiberg, Esq., at Shraiberg,
Ferrara & Landau, P.A., serves as the Debtor's counsel.

The Debtor owns real property located at 625 Auburn Circle W., in
Delray Beach, Florida.  The Debtor's prepetition secured creditor,
Iberia Bank, has a claim of $4.22 million.  The Debtor estimated
assets of $10 million to $50 million and liabilities of $1 million
to $10 million.


AUTOCLUB BODY: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Autoclub Body and Paint Service, Inc.
        4101 E. 11th Avenue
        Hialeah, FL 33013

Case No.: 15-11661

Nature of Business: Body Shop

Chapter 11 Petition Date: January 28, 2015

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Laurel M Isicoff

Debtor's Counsel: Aramis Hernandez, Esq.
                  DOWNTOWN MIAMI LEGAL CENTER
                  139 NE 1st St #600
                  Miami, FL 33132
                  Tel: 305-374-7744
                  Email: aramis@miamilegalcenter.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Benito Correa, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb15-11661.pdf


AUXILIUM PHARMACEUTICALS: Stockholders Approve Endo Merger
----------------------------------------------------------
Auxilium Pharmaceuticals, Inc., held a special meeting of
stockholders on Jan. 27, 2015, at which the stockholders:

   1. Adopted the Amended and Restated Agreement and Plan of
      Merger, dated as of Nov. 17, 2014, among Auxilium, Endo
      International plc, Endo U.S. Inc. and Avalon Merger Sub Inc.
      and approved the transactions contemplated thereby.
      Pursuant to the merger agreement, Avalon Merger Sub Inc.
      will be merged with and into Auxilium and Auxilium will
      continue as the surviving corporation and as a wholly owned
      indirect subsidiary of Endo;

   2. Approved, on a non-binding advisory basis, certain
      compensatory arrangements between Auxilium and its named
      executive officers relating to the merger.

Auxilium anticipates that the proposed merger transaction will
close on Thursday, Jan. 29, 2015.

"As we near the anticipated close of the transaction, I would like
to take a moment to thank the Auxilium Board of Directors, the
Executive Leadership Team and all of the employees for their
efforts and dedication to the Company and its success over time,"
said Adrian Adams, chief executive officer and president of
Auxilium.  "With a broadened range of growth products in its
portfolio, as well as an exciting pipeline of R&D programs,
Auxilium established itself as a leader in the men's healthcare
arena and an admired specialty biopharmaceutical company.  With
this merger, we believe there is now an even greater opportunity to
fully realize the potential of Auxilium's current and future
products and to continue to drive significant shareholder value."

                           About Auxilium

Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a
fully integrated specialty biopharmaceutical company with a focus
on developing and commercializing innovative products for
specialist audiences.  With a broad range of first- and second-
line products across multiple indications, Auxilium is an emerging
leader in the men's healthcare area and has strategically expanded
its product portfolio and pipeline in orthopedics, dermatology and
other therapeutic areas.

Auxilium now has a broad portfolio of 12 approved products.  Among
other products in the U.S., Auxilium markets edex(R) (alprostadil
for injection), an injectable treatment for erectile dysfunction,
Osbon ErecAid(R), the leading device for aiding erectile
dysfunction, STENDRATM (avanafil), an oral erectile dysfunction
therapy, Testim(R) (testosterone gel) for the topical treatment of
hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting
implantable testosterone replacement therapy, XIAFLEX(R)
(collagenase clostridium histolyticum or CCH) for the treatment of
Peyronie's disease and XIAFLEX for the treatment of Dupuytren's
contracture.

The Company also has programs in Phase 2 clinical development for
the treatment of Frozen Shoulder syndrome and cellulite.

The Company's balance sheet at Sept. 30, 2014, showed $1.14
billion in total assets, $983 million in total liabilities and
total stockholders' equity of $162 million.

                           *     *     *

As reported by the TCR on May 7, 2014, Moody's Investors Service
downgraded the ratings of Auxilium  including the Corporate Family
Rating to 'B3' from 'B2'.  "The downgrade reflects Moody's
expectations that declines in Testim, Auxilium's testosterone gel,
will materially reduce EBITDA in 2014, resulting in negative free
cash flow, a weakening liquidity profile, and extremely high
debt/EBITDA," said Moody's Senior Vice President Michael Levesque.

The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings
Services raised its corporate credit rating on Auxilium to 'CCC+'
following the announced restructuring program and a $50 million
add-on to its existing first-lien term loan.


AZIZ CONVENIENCE: Can Use PlainsCapital Cash Collateral Until May
-----------------------------------------------------------------
The Bankruptcy Court, in a final order, authorized Aziz
Convenience, L.L.C.'s use of cash collateral in which PlainsCapital
Bank asserts an interest.  The Court authorized the Debtor's
limited use of cash collateral to maintain their business
operations until May 31, 2015.

The Debtor is in default of its debts and obligations owed to PCB
under the loan documents.  The Debtor owes at least $27.6 million
to PCB.

As adequate protection from any diminution in value of the lender's
collateral, the Debtor will grant the lender replacement liens in
all of the Debtor's assets and a superpriority administrative claim
status.  As additional adequate protection, the Debtor will keep
insurance coverage on all collateral securing debts owed by the
Debtor to PCB subject to carve out on certain expenses.

A copy of the budget is available for free at

   http://bankrupt.com/misc/AzizConvenience_181_finalord_CC.pdf

                     About Aziz Convenience

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

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

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



BALMORAL RACING: Employs Adelman & Gettleman as Legal Counsel
-------------------------------------------------------------
Balmoral Racing Club, Inc. and Maywood Park Trotting Association,
Inc. sought and obtained permission from Bankruptcy Court to employ
Chad H. Gettleman, Esq., Nathan Q. Rugg, Esq., Alexander F.
Brougham, Esq. and the law firm of Adelman & Gettleman, Ltd. as
their bankruptcy counsel retroactive to Dec. 24, 2015.

The professional services that will be required of A&G in the
Debtors' Chapter 11 cases are:

  (a) To provide the Debtors legal advice with respect to their
      respective powers, duties, rights and obligations as debtors

      in possession in the continued management of their property
      and affairs;

  (b) To attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

  (c) To assist the Debtors in the formulation, preparation,
      implementation and consummation of a plan of reorganization
      and disclosure statement, if necessary or appropriate, and
      all related agreements and/or documents and to take any
      actions necessary to achieve confirmation of such plan,
      and examine such other resolutions of the Chapter 11 cases
      as may be appropriate under the circumstances;

  (d) To examine and take all actions necessary to protect and
      preserve the Debtors' estates, including the prosecution or
      defense of such litigation as may be necessary or
appropriate
      on behalf of the estates;

  (e) To prepare on behalf of the Debtors such applications,
      motions, complaints, orders, reports and other legal papers
      as may be necessary; and

  (f) To perform all other legal services and to provide such
legal
      advice to the Debtors as is necessary.

It is anticipated that Chad H. Gettleman, Nathan Q. Rugg, and    
Alexander F. Brougham will be the primary attorneys from A&G
working on behalf of the Debtors in the Chapter 11 cases.  It may,
however, be necessary for other attorneys at A&G to become involved
in the Chapter 11 Cases.  The rates to be charged by attorneys and
paralegals/law clerks (where indicated) employed at A&G are:

                                   Hourly Rate
                                   -----------
         Chad H. Gettleman             $525
         Howard L. Adelman             $525
         Henry B. Merens               $525
         Brad A. Berish                $465
         Mark A. Carter                $465
         Adam P. Silverman             $435
         Nathan Q. Rugg                $435
         Erich S. Buck                 $395
         Steven B. Chaiken             $395
         Alexander F. Brougham         $325
         Paralegals/ Law Clerks        $150

To the best of the Debtors' knowledge, A&G is a "disinterested
person," as the term is defined under Section 101(14) of the Code,
and A&G represents no interests adverse to these estates.

                      About Balmoral Racing

Balmoral Racing Club, Inc., and Maywood Park Trotting Association,
Inc. operate pari-mutuel wagering at the Balmoral Park and Maywood
Park racetracks in Illinois under a license granted by the State of
Illinois pursuant to the Illinois Horse Racing Act of 1975.

Balmoral Racing Club (Bankr. N.D. Ill. Case No. 14-45711) and
Maywood Park Trotting Association (Bankr. N.D. Ill. Case No.
14-45718) filed for Chapter 11 bankruptcy protection on Dec. 24,
2014, to continue operations into 2015 and protect themselves
against property seizure.  Both cases were consolidated on Dec. 31,
2014.

Alexander F Brougham, Esq., Chad H. Gettleman, Esq., and Nathan Q.
Rugg, Esq., at Adelman & Gettleman, Ltd., serve as the Debtors'
bankruptcy counsel.  

Neither a trustee nor a committee of unsecured creditors has been
appointed in the Chapter 11 Cases.


BALMORAL RACING: Taps Foley & Lardner for Riverboat Litigation
--------------------------------------------------------------
Balmoral Racing Club, Inc. and Maywood Park Trotting Association,
Inc. seek approval from the U.S. Bankruptcy Court for the Northern
District of Illinois to employ the law firm of Foley & Lardner LLP
as their special counsel.

The Illinois Racing Board (the "IRB") was created in 1933 and its
legal mandate is defined in the Horse Racing Act.  The
jurisdiction, supervision, powers, and duties of the IRB extend
under the Horse Racing Act to the Debtors and every person who
holds or conducts any race meeting within the State of Illinois
where horse racing is permitted for any stake, purse or reward.

To protect the horseracing industry and maintain and grow the
economic benefit derived from Illinois horse racing, in 2006,
Illinois passed a law (the "2006 Racing Act") imposing a 3% tax on
the four largest riverboat casinos in Illinois -- Empress Casino in
Joliet, Harrah's Casino in Joliet, Grand Victoria Casino in Elgin
and Hollywood Casino in Aurora (collectively, the "Riverboats").
In 2008, the Racing Act was extended for an additional three years
(the "2008 Racing Act").

Having failed in their years-long efforts to have either the 2006
or 2008 Racing Acts invalidated by the Illinois state courts, in
July 2009, the Riverboats filed suit in the U.S. District Court for
the Northern District of Illinois, Eastern Division (Case No.
09-CV-03585) against the Debtors and John Johnston, among others,
alleging various theories of recovery, including an alleged scheme
involving former Governor Rod Blagojevich and the 2008 Racing Act
notwithstanding that the 2006 Racing Act had been upheld by the
Illinois Supreme Court (the "Riverboat Litigation").

In August 2013, District Court granted the Debtors' and John
Johnston's motion for summary judgment, concluding that the
Riverboats had failed to offer sufficient evidence that the
defendants' actions proximately caused the Riverboats' alleged harm
and completely terminated the case in favor of the defendants.  The
Riverboats appealed that decision and on Aug. 14, 2014, the United
States Court of Appeals for the Seventh Circuit affirmed in part,
and reversed in part, the District Court's ruling. Empress Casino
Joliet Corp v. Johnston, 763 F.3d 723 (7th Cir. 2014).
Specifically, the Seventh Circuit held with respect to the 2006
Racing Act, the Riverboats had offered neither sufficient evidence
that the racetracks proximately caused the 2006 Act's enactment,
nor sufficient evidence that defendants engaged in any wrongdoing
at all.

With respect to the 2008 Racing Act, however, the Seventh Circuit
held that there was a dispute of fact as to whether defendants
promised to pay Blagojevich a bribe to sign the 2008 Act into law.
The Seventh Circuit thus vacated the District Court's ruling as to
the 2008 Racing Act, and remanded the case back for further
proceedings.

After a week-long jury trial, on Dec. 11, 2014, a judgment was
entered in favor of the Riverboats against the Balmoral, Maywood
and John Johnston, jointly and severally, in excess of $75 million
(the "Judgment").  Counsel for the Debtors and John Johnston intend
to contest the Judgment and filed a post-judgment motion and will
appeal within the appropriate time periods (the "Appeal").

Under Rule 62 of the Federal Rules of Civil Procedure, the
Riverboats were prohibited from exercising any of their
post-judgment collection remedies against Balmoral, Maywood and
John for 14 days from and after the entry of the Judgment.  Such
14-day period would have expired on Dec. 25, 2014.

Efforts by the Balmoral, Maywood and John Johnston to obtain a
consensual standstill period before the expiration of the 14-day
stay with the Riverboats to allow for settlement negotiations
proved unsuccessful.  The judgment debtors did not have the
economic wherewithal to post the necessary bond pending the Appeal
to forestall collection efforts.

The Debtors therefore commenced the Chapter 11 Cases to stay the
Judgment and to protect the value of their assets and businesses
for the benefit of all of their creditors, employees, and other
interested parties.  The Debtors believe they can successfully
restructure their obligations under the provisions of the
Bankruptcy Code, and intend to propose a plan of reorganization and
successfully emerge from the Chapter 11 Cases.

On Dec. 31, 2014, the Debtors filed a motion seeking to modify the
automatic stay in the Chapter 11 cases for the limited purpose of
exercising the Debtors' post-trial rights in the Riverboat
Litigation, including but not limited to the filing and prosecution
of the Appeal [Docket No. 39].  After notice and hearing on Jan. 6,
2015, the Court approved the relief requested in the lift-stay
motion, and the Debtors thereafter submitted an order approving
such relief for entry.

The Debtors desire to employ the law firm of Foley & Lardner, as
special counsel, and specifically William J. McKenna, Esq., Martin
J. Bishop, Esq., Jonathan W. Garlough, Esq., and Meredith A.
Shippee, Esq., as their legal counsel to (a) pursue the Appeal and
any post-trial motions in the Riverboat Litigation, and (b) assist
and advise the Debtors in dealing with the IRB in connection with
any issues related to the Chapter 11 Cases.

Over the past 25 years, Foley has served as outside counsel to the
Debtors in a variety of matters relating to the Debtors' racetracks
and the horse racing industry.

Foley has agreed to provide legal services to the Debtors at its
standard hourly rates charged to its non-bankruptcy debtor clients,
which range from $215 to $715 per hour for attorneys likely to work
on the matter and $115 to $285 per hour for paraprofessionals
likely to work on the matter.  Mr. McKenna's current rate is $595
per hour, Mr. Bishop's current rate is $560 per hour, Mr.
Garlough's current rate is $485 per hour, and Ms. Shippee's current
rate is $355 per hour.

Foley has rendered and continues to render services to the Debtors
in the Chapter 11 cases from and since the Petition Date.
Accordingly, the Debtors request that the Court approve the
employment of Foley retroactive to Dec. 24, 2014.

Foley has represented the Debtors and John Johnston in the
Riverboat Litigation.  Mr. Johnston is President of Balmoral, Vice
President of Maywood, and a director and shareholder of the parent
company of the Debtors.  Foley contemplates its continued
representation of both the Debtors and Mr. Johnston in the
Riverboat Litigation and the Appeal, as it is in the best position
to represent their collective interests given its intimate
involvement in the Riverboat Litigation and its knowledge of the
issues to be presented in the Appeal.  A separate motion to retain
Foley as special counsel will be filed by Mr. Johnston in his
chapter 11 bankruptcy case, also pending before the Court (Case No.
14-45657).  In light of Foley's representation of all three
parties, and the common interests of all three with respect to the
Appeal, the Debtors and Mr. Johnston have agreed to a 45%-45%-10%
allocation of fees and expenses between Balmoral, Maywood and Mr.
Johnston, respectively.

                     About Balmoral Racing

Balmoral Racing Club, Inc., and Maywood Park Trotting Association,
Inc. operate pari-mutuel wagering at the Balmoral Park and Maywood
Park racetracks in Illinois under a license granted by the State of
Illinois pursuant to the Illinois Horse Racing Act of 1975.

Balmoral Racing Club (Bankr. N.D. Ill. Case No. 14-45711) and
Maywood Park Trotting Association (Bankr. N.D. Ill. Case No.
14-45718) filed for Chapter 11 bankruptcy protection on Dec. 24,
2014, to continue operations into 2015 and protect themselves
against property seizure.  Both cases were consolidated on Dec. 31,
2014.

Alexander F Brougham, Esq., Chad H. Gettleman, Esq., and Nathan Q.
Rugg, Esq., at Adelman & Gettleman, Ltd., serve as the Debtors'
bankruptcy counsel.  

Neither a trustee nor a committee of unsecured creditors has been
appointed in the Chapter 11 Cases.


BATS GLOBAL: S&P Puts 'BB-' ICR on CreditWatch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-' issuer
credit rating on BATS Global Markets Inc. on CreditWatch with
negative implications.  At the same time, S&P placed its 'BB-'
issue ratings on the company's senior secured first-lien term loan
and revolving credit facility on CreditWatch negative.

The CreditWatch action follows BATS' announcement that it is
planning to acquire Hotspot FX, an institutional spot foreign
exchange platform from KCG Holdings.  The purchase price is $365
million, financed by new debt issuance.  "This transaction will
result in a spike in leverage to more than 4x, which may lead us to
revise our financial risk profile assessment on BATS to
"aggressive" from our current assessment of "significant,"
depending on how long we expect leverage to remain elevated," said
Standard & Poor's credit analyst Olga Roman.  "An important
consideration in reaching our conclusion on BATS' financial risk
profile is how quickly we expect the company's leverage to improve
back to below 4x." BATS expects to close the transaction in the
first half of 2015.

Positively, the acquisition of Hotspot will enable BATS to expand
into a new asset class, increasing diversification.  BATS operates
electronic markets for the trading of listed cash equity securities
in the U.S. and Europe and listed equity options in the U.S.  In
January 2015, BATS completed its integration with Direct Edge
Holdings, and the combined entity is currently the No. 2 equities
market operator in the U.S. with 20.9% of market share thus far in
January 2015.  In the U.S., BATS operates four stock exchanges:
BZX, BYX, EDGX, and EDGA, as well as BATS Options, a U.S. equity
options market.  In Europe, the company operates BATS Trading Ltd.
and Chi-X Europe Ltd., offering trading in listed cash equity
securities, exchange-traded products, and international depository
receipts.  BATS also is a primary listings venue for
exchange-traded products.

During the CreditWatch period, S&P will gather additional
information on the transaction, including the company's financing
plan, expected revenue impact, and strategic rationale.  S&P could
downgrade the company if it expects leverage to remain above 4x
over the next 12-18 months.  S&P will resolve the CreditWatch
status once it has gathered enough information to update its
leverage and debt-servicing projections for 2015 and 2016.



BERRY PLASTICS: Moody's Raises Corporate Family Rating to B1
------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Berry Plastics Group, Inc. to B1from B2, and the probability of
default rating to B1-PD from B2-PD. Moody's affirmed the company's
speculative Grade Liquidity Rating of SGL-2. Additional instrument
ratings are detailed below. The ratings outlook remains stable.

Berry Plastics Group, Inc.

  Upgraded Corporate family rating to B1 from B2

  Upgraded Probability of default rating to B1-PD from B2-PD

  Affirmed Speculative Grade Liquidity Rating, SGL-2

Berry Plastics Corporation

  Upgraded $1,400 million 1st Lien Senior Secured Term Loan due
  February 2020, to Ba3/LGD3 from B1/LGD3

  Upgraded $1,125 million 1st Lien Senior Secured Term Loan due
  January 2021, to Ba3/LGD 3 from B1/LGD3

  Upgraded $500 million Second Priority Senior Secured Notes due
  May 2022, to B3/LGD 5 from Caa1/LGD 5

  Upgraded $800 million Second Priority Senior Secured Notes due
  January 2021, to B3/LGD 5 from Caa1/LGD 5

The ratings outlook is stable.

Ratings Rationale

The upgrade of the corporate family rating reflects the proforma
benefits from the recent restructuring and acquisitions. The
upgrade also reflects Berry's pledge to direct free cash flow to
debt reduction and accretive acquisitions. While end markets are
anticipated to remain sluggish and product price increases may
further dampen demand, Berry's credit metrics are expected to
improve further and remain within the B1 rating category over the
horizon.

Berry's B1 Corporate Family Rating reflects the company's exposure
to more cyclical end markets, relatively fair contract position
with customers and high percentage of commodity products. The
rating also reflects the fragmented and competitive industry
structure. Strengths in Berry's competitive profile include its
scale, concentration of sales in food and beverage packaging, and
good liquidity. The company's strengths also include a strong
competitive position in rigid plastic containers and a continued
focus on producing innovative products.

Berry's SGL-2 speculative grade liquidity reflects a good liquidity
profile characterized by modest free cash flow, depending upon
resin prices, and adequate liquidity under the revolving credit
facility. Moody's expect modest positive free cash flow generation
over the next year and adequate availability under the company's
revolver. The company has a $650 million asset based revolver which
expires June 2016 (not rated by Moody's). Availability under the
revolver is subject to borrowing base limitations. The revolving
line of credit allows up to $130 million of letters of credit to be
issued instead of borrowings under the revolving line of credit.
The revolver has a fixed charge coverage covenant of 1.0 time which
applies during any period when excess availability under the
facility falls below 10% of the lesser of the facility or the
borrowing base, but not less than $45 million. The term loan
facility contains a first lien secured leverage ratio covenant of
4.0 to 1.0 on a pro forma basis. The revolving facility also has a
$250 million accordion. Working capital needs peak in the calendar
first quarter, but are dependent upon resin prices and contractual
cost pass-through provisions. The term loan facility requires
minimum quarterly principal payments of $3 million (the prepayment
on the term loan reduced the amortization to $3 million from $6
million). The next significant debt maturities are the revolver in
June 2016 and the term loan D in February 2020. The preponderance
of secured debt limits Berry's alternate sources of liquidity from
asset sales.

The rating could be downgraded if there is deterioration in the
credit metrics, liquidity or the operating and competitive
environment. Additional debt financed acquisitions, excessive
acquisitions (regardless of financing) and/or a move to a more
aggressive financial profile could also prompt a downgrade.
Specifically, the rating could be downgraded if total adjusted debt
to EBITDA rises above 5.25 times, EBIT to gross interest coverage
declines below 1.9 times, the EBIT margin declines below the high
single digits, and/or free cash flow to debt declines below the
positive high single digits.

The ratings could be upgraded if the company sustainably improves
credit metrics within the context of a stable operating and
competitive environment while maintaining good liquidity. An
upgrade would also be dependent upon maintenance of good liquidity
and less aggressive financial and acquisition policies. The ratings
could be upgraded if adjusted total debt to EBITDA moves below 4.5
times, free cash flow to debt moves up to the low double digit
range, the EBIT margin improves to the low double digit range, and
EBIT to gross interest coverage moves above 2.5 times.

The principal methodology used in these ratings was Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
published in June 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.



BINDER & BINDER: U.S. Trustee Forms Five-Member Creditors Panel
---------------------------------------------------------------
William K. Harrington, U.S. Trustee for Region 2, appointed five
entities to serve in the Official Committee of Unsecured Creditors
in the Chapter 11 cases of Binder & Binder – The National Social
Security Disability Advocates (NY), LLC, et al.
The Committee members are:

      1. Stellus Capital Investment Corporation
         Attn: Robert R. Collins, managing director
         4400 Post Oak Parkway, Suite 2200
         Houston, TX 77027
         Tel: (713) 292-5434
         Fax: (713) 292-5450
         E-mail: RCollins@stelluscapital.com

      2. United Service Workers Union
         Local 455 IUJAT & Related Funds
         Attn: Vincent Dippolito
         138-50 Queens Boulevard
         Briarwood, NY 11435
         Tel: (718) 658-4848 ext. 1255
         Fax: (718) 523-4732

      3. T&G Industries, Inc.
         Attn: Edmund J. Carroll, CFO/COO
         120 Third Street
         Brooklyn, NY 11231
         Tel: (718) 237-0060
         E-mail: ecarroll@tgioa.com

      4. WB Mason Co.
         Attn: Lisa Fiore, Recovery Specialist
         59 Centre Street
         Brockton, MA 02301
         Tel: (508) 436-8365
         E-mail: Lisa.Fiore@WBMason.com

      5. Teaktronics, Inc.
         Attn: Roger Zheng, vice president
         220 Jericho Turnpike
         Mineola, NY 11501
         Tel: (516) 741-8001
         Fax: (516) 741-8002
         E-mail: rogerz@teaktronics.com

                     About Binder & Binder

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

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

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



BRITISH AMERICAN: Nears Deal Over $10-Mil. Investment Gone Bad
--------------------------------------------------------------
Law360 reported that Caribbean insurer British American Insurance
Co. Ltd. has told the Eleventh Circuit it is close to a deal with a
former investment fund director over the alleged theft of $10.25
million, after the case was found by a lower court to be
time-barred.  According to the report, the insurer said on Jan. 26
it needed time to finalize settlement documents with Peter Krieger,
a former principal of investment firm Corban Fund II LP and several
related entities, and requested a stay or abatement of the appeal.

As previously reported by the TCR, the Caribbean insurer and a
subsidiary filed the lawsuit against the former directors over
unsuccessful real estate transactions in Florida that allegedly
led to the companies' Chapter 15 insolvency.  The others named as
defendants in the lawsuit are Green Island Holdings LLC, Charles
Pratt, and Voyager Development LLC.

The appeals case is British American Insurance com v. Peter
Krieger, et al., Case No. 14-14965 (11th Cir.).

                           About BAICO

British American Insurance Company is a Nassau, Bahamas-based
insurance and financial services company.  BAIC is owned by
Trinidad-based parent CL Financial.  BAIC listed debt of $500
million to $1 billion and assets of more than $100 million in its
Chapter 15 petition (Bankr. S.D. Fla. Case No. 09-3588).

By order entered Aug. 4, 2009, the Eastern Caribbean Supreme Court
in the High Court of Justice Saint Vincent and the Grenadines
appointed Brian Glasgow as Judicial Manager for BAICO under
Section 52 of the Insurance Act, No. 45 of 2003 of the Laws of
Saint Vincent and the Grenadines.



BROCADE COMMUNICATION: Moody's Hikes Rating on $300MM Notes to Ba2
------------------------------------------------------------------
Moody's Investors Service upgraded Brocade Communication System
Inc.'s $300 million senior unsecured notes to Ba2 from Ba3. The
upgrade of the senior unsecured notes is driven by the retirement
of all of Brocade's senior secured debt.

Brocade irrevocably called its senior secured notes and canceled
its senior secured revolver after raising $575 million of senior
unsecured convertible notes. As a result the only debt to remain in
the capital structure is senior unsecured and is thus rated the
same as Brocade's Ba2 corporate family rating. The debt instrument
ratings are determined in conjunction with Moody's Loss Given
Default Methodology.

Ratings Rationale

The Ba2 corporate family rating continues to reflect Brocade's
leadership position within the storage area networking (SAN)
market, its strong niche position in the ethernet data (enterprise)
networking market and its conservative credit metrics. The ratings
are constrained by the company's relatively small scale compared to
its main competitor, Cisco, and as well the challenge of
maintaining market position as the storage and data networking
markets evolve. Long term growth prospects for the SAN business
remain uncertain as storage network architectures evolve. However,
the company's strong capital structure gives it flexibility to
manage through technology cycles related to the introduction of new
SAN standards and subsequent market adoption.

Liquidity is expected to be very good based on an expected cash
balance of $1.5 billion (pro forma for the debt issuance) and
strong levels of free cash flow. The company is expected to
generate in excess of $450 million of free cash flow over the next
12 months. While there is substantial cash in non-guarantor
subsidiaries, the majority of operating assets and intellectual
property are held at the borrower, Brocade Communications Systems,
Inc.

The ratings could face upward pressure if the company is able to
maintain its leading positions in the SAN industry (and grow
outside of its Fibre Channel base) and profitably expand its
Ethernet business while maintaining a conservative capital
structure. Ratings could face downward pressure if Brocade
materially loses its position in the SAN market, the SAN market
shrinks materially or leverage increases above 2x on other than a
temporary basis.

Upgrades:

Issuer: Brocade Communications Systems, Inc.

   Senior Unsecured Regular Bond/Debenture Jan 15, 2023, Upgraded
   to Ba2 (LGD4) from Ba3 (LGD5)

The principal methodology used in this rating was Global
Communications Equipment Industry published in June 2008. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Brocade Communications Systems, Inc. is a leading producer of
storage area network equipment and a niche provider of data network
equipment. Brocade, with revenues of $2.2 billion for the fiscal
year ended November 1, 2014, is headquartered in San Jose, CA.



BROWARD HFA, FL: Moody's Reviews B1 & Ca Bond Ratings for Downgrade
-------------------------------------------------------------------
Moody's Investors Service has placed the ratings of the Housing
Finance Authority of Broward, FL Single Family Mortgage Revenue
Bonds, Series 2006A (B1), Series 2006B (Subordinate)(Ca) under
review for possible downgrade.

Summary Ratings Rationale

In order to maintain the credit rating on the bonds, Moody's must
obtain recent financial information on the bond program. We have
tried unsuccessfully to obtain this information in last 90 days.
During the review period, we will reach out to the appropriate
contact for recent bond program information. If we are unable to
receive this information, we may downgrade or withdraw the credit
rating.

Strengths

-- High credit quality of credit enhanced mortgage

Challenges

-- High delinquencies of second loans

-- Performance relies on proper administration and adherence
    to mandatory provisions of the trust indenture and
    financing agreement by all parties

-- Little to no additional security is available from
    outside the trust estate

What Could Make The Rating Go UP

-- Additional funds from a source other than the pledged assets.

What Could Make The Rating Go Down or Be Withdrawn

-- Diminished or less-than-expected asset-to-debt ratio

-- Lack of information

The principal methodology used in this rating was US Stand-Alone
Housing Bond Programs Secured by Credit Enhanced Mortgages
published in December 2012.



C. WONDER: Proposes to Continue Going Out of Business Sales
-----------------------------------------------------------
C. Wonder LLC and its affiliated debtors seek approval from the
Bankruptcy Court to continue their going out of business sales and
store closings for its four remaining stores and make severance
payments to remaining employees.

Before the Petition Date, the Debtors determined that their
business was no longer viable and that a prompt and orderly
wind-down of their operations was the best way to maximize value
for the benefit of creditors.  The Debtors began to explore options
for the sale or liquidation of their assets in a way that would
result in the highest return for their creditors.  In connection
therewith, the Debtors determined that conducting GOB Sales in
their retail stores would provide the best opportunity for
maximizing the value of the inventory in their stores and
distribution center.

The Debtors evaluated a variety of alternative methodologies to
conduct the GOB Sales, including whether to conduct such sales on
their own or whether to solicit bids from a national inventory
liquidation firm for the purpose of selecting an agent to assist
the Debtors in the conduct of the GOB Sales.  The Debtors
determined, in their business judgment, that selling their
inventory quickly and efficiently (with a percentage discount that
increased over time), as opposed to the engagement of an
independent liquidation agent, would enable the Debtors to realize
more value from the liquidation of their inventory.  The Debtors
believed that they would be able to sell the inventory at a higher
cost than what a liquidation agent would pay for it.

In that regard, before the Petition Date, the Debtors began to
self-liquidate the inventory in their retail locations with the
goal of closing many of their store locations by Jan. 1, 2015.  By
Dec. 31, 2014, the Debtors closed 16 of their retail stores.  The
Debtors closed nine additional stores on or before Jan. 11, 2015.


The Debtors currently have four remaining retail locations.  Before
the Filing Date, the Debtors started conducting GOB Sales at the
Remaining Stores.  As of the Filing Date, the Debtors were selling
inventory at a discount equal to 75% off the marked price.

                          Severance Policy

Before the Filing Date, and in connection with anticipated store
closings, the Debtors instituted an informal severance policy that
was communicated to their store employees.  In October 2014, the
Debtors announced to certain of their store employees, including
the employees at the Remaining Stores, that they would be entitled
to severance upon their store closing and corresponding
termination. That severance was to be calculated as follows: (a)
store manager, 8 weeks and (b) key holder, department manager and
assistant store manager, 4 weeks.  Sales associates are not
eligible for severance. The majority of the remaining employees are
sales associates.

The Debtors estimate that the total amount of severance that will
be due to eligible employees at the Remaining Stores will be
$126,000.

                       Postpetition GOB Sales

Given that the Debtors have been conducting GOB Sales at all of
their locations for 2 months, the Debtors submit that continuing
those sales postpetition is an ordinary course of business
transaction that does not require Court approval.  Out of an
abundance of caution, however, the Debtors seek authorization to
continue the GOB Sales at the Remaining Stores under Section 363 of
the Bankruptcy Code, to the extent applicable.

The Debtors submit that paying the Severance Obligations to the
Remaining Store employees is in the best interests of the Debtors
and their estates.  Given the Debtors' status as a Chapter 11
debtor and the pending GOB Sales, it is unlikely that the Debtors
could attract new employees at this juncture should existing
eligible employees leave the company.

                           About C. Wonder

Founded by J. Christopher Burch in 2010, C. Wonder is a specialty
retailer with retail stores in the United States.  With
headquarters in New York, the company sells women's clothing,
jewelry, shoes, handbags and other accessories as well as select
home goods under the C. Wonder brand.  The Company maintains two
distribution centers in New Jersey.

The Company opened its first retail store in New York in 2011.  By
2014, the Company had expanded its operations to include 29
locations across 13 states including its flagship location in Soho,
New York.  Amid mounting losses, C. Wonder closed 16 of its retail
stores by the end of 2014.   C. Wonder closed 9 additional stores
in January 2015.  As of the bankruptcy filing, C. Wonder had four
retail stores in the U.S. (Soho, Flat Iron, Time Warner Center and
Manhasset).

C. Wonder LLC and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 15-11127) in Trenton, New
Jersey on Jan. 22, 2015.  The cases are assigned to Judge Michael
B. Kaplan.

The Debtors have tapped Cole, Schotz, Meisel, Forman & Leonard,
P.A., as counsel, and Marotta, Gund, Budd & Dzera, LLC, as crisis
management services provider.

As of the Filing Date, the Debtors had assets with a book value of
$43.7 million and liabilities of $61.0 million.


C. WONDER: To Sell to Remaining Assets to Founder
-------------------------------------------------
C. Wonder LLC and its affiliated debtors have signed a deal to sell
their remaining assets, namely intellectual property and the
leasehold interest and personal property associated with their New
York headquarters operation for $2.05 million to Burch Acquisition
LLC, absent higher and better offers.  

Burch Acquisition is an insider and owned by J. Christopher Burch,
the owner of approximately 73% of C. Wonder.

The Debtors have sought approval from the Bankruptcy Court of a
proposed auction and sale process to solicit any higher and better
offers for the assets.  The Debtors are hopeful that as a result of
their intended notice of the sale to all potentially interested
parties and marketing of the assets postpetition, interested
purchasers will be encouraged to submit bids, attend the auction
and generate a spirited bidding process.  The Debtors have not
submitted a proposed timetable for the bid submission deadline, the
auction and sale hearing.

The other salient terms of Burch Acquisition's offer to purchase
the Assets are:

   -- Purchased Assets.  Pursuant to Section 2.1 of the Asset
Purchase Agreement, the Proposed Purchaser will acquire the Assets,
which shall include, among other things, (i) all tangible personal
property at the Debtors' corporate offices located at 1115
Broadway, New York, New York, (ii) the Leases, together with all
fixtures, structures, improvements and other appurtenances thereto
and thereon, (iii) the Assumed Contracts and Lease, (iv) all
interests of the Debtors in and to all Intellectual Property
including Avoidance Actions related thereto, (v) all books and
records of the Debtors, (vi) all marketing, advertising and
promotional materials and product samples, (vii) Avoidance Actions
against the Debtors' employees, (viii) all Claims that may exist by
the Company against Burch Creative Capital, J. Christopher Capital
LLC ("BCC") and their affiliates and subsidiaries under a Shared
Services Agreement ("SSA") and (ix) all goodwill associated with
the Business and/or the Assets.

   -- Excluded Assets.  The Excluded Assets include, but are not
limited to: (i) any Contracts and Leases that are not described in
Section 2.1; (ii) cash and cash equivalents of the Debtors; (iii)
the Purchase Price; (iv) Inventory; (v) accounts receivables and
other receivables of the Debtors; (vi) all Avoidance Actions not
described in Section 2.1; (vii) all rights, claims and causes of
action of the Debtors that do not relate to the APA; (viii) all
corporate books and records relating to the Debtors' organization
and existence; and (ix) any shares of stock or equity interests in
any subsidiaries of C. Wonder.

   -- Assumed Liabilities.  Section 2.3 of the APA sets forth the
Assumed Liabilities which include (i) the Cure Amounts and
post-closing liabilities under the Assumed Contracts and Leases,
(ii) reimbursement of the postpetition liabilities under the
Leases, net of any amount received by the Debtors under any
sublease or other related agreements, (iii) the Debtors'
liabilities to BCC under the SSA prior to or after the Closing
Date, (iv) unpaid severance to employees as set forth on Schedule
2.3(a) up to $675,000; and (v) the return of the security deposit
to Poppin Inc. in the amount of $65,000.

   -- Excluded Liabilities.  Pursuant to Section 2.4 of the APA,
the Proposed Purchaser will not assume or be obligated to pay any
of the following Excluded Liabilities: (i) Liabilities which are
not Assumed Liabilities; (ii) Liabilities associated with any of
the Excluded Assets; (iii) Liabilities associated with any and all
indebtedness of any Debtor for borrowed money not included in the
Assumed Liabilities; (iv) Liabilities arising out of or in
connection with claims, litigation and proceedings for acts or
omissions that occurred, or arise from events that occurred, prior
to the Closing Date; (v) penalties, fines, settlements, interests,
costs and expenses arising out of or incurred as a result of any
actual or alleged violation of any Law prior to the Closing Date;
(vi) all Liabilities for Taxes attributable to the operation of the
Business prior to the Closing Date; (vii) Liabilities arising out
of or resulting from layoffs or termination of any employees by any
Seller prior to Closing and/or the consummation of the
Transactions, including, but not limited to any liabilities under
the WARN Act; and (viii) all Liabilities for expenses relating to
the negotiation and preparation of the APA and relating to the
Transactions.

   -- Cure Payments. The Proposed Purchaser will pay all Cure
Amounts with respect to the Assumed Contracts within 10 Business
Days from the Closing Date in accordance with the Sale Order.

   -- Purchase Price.  The aggregate purchase price for the
Assets is $2,050,000.

   -- Closing Date.  The closing of the purchase and sale of the
Purchased Assets and the assumption of the Assumed Liabilities
shall take place on the fifth Business Day after the satisfaction
or waiver of the conditions set forth in Sections 8, 9 and 10 of
the APA or such other time as the parties may agree.

   -- Representations and Warranties.  The APA contains
representations and warranties of the Debtors in Section 3 and of
Proposed Purchaser in Section 4.

   -- Covenants. The APA contains covenants of the Debtors in
Section 5.

   -- Bankruptcy Court Matters.  The APA is subject to approval
by the Bankruptcy Court and the consideration by the Debtors of
higher or better competing bids.

   -- Conditions to Closing.  As a condition to the Debtors'
obligations, the Proposed Purchaser has agreed to cause JCB to
subordinate $20 million of his unsecured note.

A copy of the Sale Motion, which includes the Asset Purchase
Agreement, is available for free at:

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

                          Road to Bankruptcy

The Company has accumulated significant losses from operations
since its inception.  In 2013 and 2012, the Company lost $59
million and $46 million respectively.  As of Dec. 28, 2013 and Dec.
29, 2012, the Company had accumulated deficits of $133 million and
$74 million, respectively.  The Company's negative operating
performance is due, in large part, to an extremely competitive
market for women's apparel and the still struggling national
economy.  Additionally, the Company attributes its
underperformance, reduced margins and lack of liquidity to its
substantial leasehold obligations.

Many of the Company's leases have lengthy lease terms with onerous
provisions, rendering its ability to close or relocate
underperforming locations nearly impossible.

Before the Filing Date, the Debtors critically evaluated their long
term business model.  The Debtors initiated and explored
alternative means to increase cash flow while at the same time
implementing measures to control expenses and maximize cash flow.
In the interim, JCB provided the Debtors with a $45 million bridge
loan ($42 million of which was outstanding on the Filing Date) to
fund the Debtors' mounting operating losses.

Beginning in August 2014, the Debtors began a series of layoffs of
their employees.  The Debtors continued to reduce their work force
with additional layoffs in September and October of 2014.
Simultaneously, the Debtors engaged A&G Realty Partners, LLC to
negotiate with numerous landlords in hopes of terminating overly
burdensome leases and streamlining store operations and costs by
exiting 17 locations by year end.  The intent had been to stabilize
the Debtors' operations by downsizing the store operations, and
thus the number of employees, while initiating a true wholesale
channel for their business.

Although the negotiations with the landlords initially seemed
promising and the Debtors began to take steps to exit the 17
stores, negotiations bogged down and, while the locations were
closed, the work-out agreements were not finalized as anticipated.
The inability to consummate these agreements, along with poorer
than expected sales in November 2014, led the Debtors to explore
alternative means to resolve their liquidity issues.  Ultimately,
the Debtors were unable to secure sufficient liquidity to ensure
they did not accrue liabilities to creditors and employees beyond
their means to pay.

Given their severe liquidity constraints, the Debtors determined
that a prompt and orderly wind-down of their operations was the
best way to maximize value for the benefit of all
parties-in-interest.  In December 2014, the Debtors determined it
would be in the best interest of their creditors to decrease
operating costs by (i) reducing the number of corporate employees
to those necessary to wind down the Debtors' affairs and (ii)
closing an additional seven stores.

The Debtors decided that a Chapter 11 filing was the best option
available for resolving all creditor claims and maximizing value.
Contemporaneously with the commencement of the Chapter 11 cases,
the Debtors entered into an Asset Purchase Agreement with Burch
Acquisition LLC, an entity owned by JCB, whereby it has agreed to
purchase certain of the Debtors' remaining assets, namely the
Debtors' intellectual property and the leasehold interest and
personal property associated with the Debtors' New York
headquarters operation. The Debtors believe that a Chapter 11
filing, together with the sale of the Debtors' remaining assets, is
in the best interests of the Debtors' estates.

                           First Day Motions

The Debtors on the Petition Date filed motions to:

   -- extend their time to file schedules of assets and liabilities
and statement of financial affairs;

   -- jointly administer their Chapter 11 cases;

   -- pay adequate assurance for postpetition utility services;

   -- honor prepetition salaries, payroll taxes and related
obligations;

   -- establish procedures for payment of professionals;

   -- honor customer-related claims;

   -- direct card processors to honor their contracts with the
Debtors;

   -- pay prepetition sales taxes;

   -- reject unexpired nonresidential real property leases;

   -- continue their existing cash management system;

   -- continue going out of business sales and store closings; and

   -- approve procedures for the sale and abandonment of de minimis
assets.
  
The purposes of the First Day Motions include, among other things,
to: (a) enable the Debtors to operate effectively, ease the
Debtors' transition into Chapter 11 and mitigate potentially
adverse effects of the Chapter 11 filings; (b) minimize disruption
of the Debtors' limited remaining operations; and (c) maintain and
bolster employee morale during the Debtors' Chapter 11
proceedings.

A copy of the Affidavit in support of the First-Day Motions is
available for free at:

    http://bankrupt.com/misc/C_Wonder_1st_Day_Affidavit.pdf

                           About C. Wonder

Founded by J. Christopher Burch in 2010, C. Wonder is a specialty
retailer with retail stores in the United States.  With
headquarters in New York, the company sells women's clothing,
jewelry, shoes, handbags and other accessories as well as select
home goods under the C. Wonder brand.  The Company maintains two
distribution centers in New Jersey.

The Company opened its first retail store in New York in 2011.  By
2014, the Company had expanded its operations to include 29
locations across 13 states including its flagship location in Soho,
New York.  Amid mounting losses, C. Wonder closed 16 of its retail
stores by the end of 2014.   C. Wonder closed 9 additional stores
in January 2015.  As of the bankruptcy filing, C. Wonder had four
retail stores in the U.S. (Soho, Flat Iron, Time Warner Center and
Manhasset).

C. Wonder LLC and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 15-11127) in Trenton, New
Jersey on Jan. 22, 2015.  The cases are assigned to Judge Michael
B. Kaplan.

The Debtors have tapped Cole, Schotz, Meisel, Forman & Leonard,
P.A., as counsel, and Marotta, Gund, Budd & Dzera, LLC, as crisis
management services provider.

As of the Filing Date, the Debtors had assets with a book value of
$43.7 million and liabilities of $61.0 million.


C. WONDER: Wants Until Feb. 19 to File Schedules
------------------------------------------------
C. Wonder LLC and its affiliated debtors ask the Bankruptcy Court
to extend by 14 days until Feb. 19, 2015, the deadline to file
their schedules of assets and liabilities, and statements of
financial affairs.

In the period immediately preceding the Filing Date, the Debtors
and their professionals were required to focus on numerous tasks
relating to the filing of the Chapter 11 cases, including, but not
limited to: (a) reviewing voluminous documents in preparation of
the Chapter 11 cases; (b) negotiating an asset purchase agreement
for the sale of the Debtors' remaining assets; (c) addressing
numerous issues with respect to the Debtors’ leasehold interests;
and (d) preparing several "first day" motions aimed at
transitioning the Debtors into Chapter 11 with minimal disruption.

Substantial time and effort is required to prepare accurate and
complete Schedules and indeed the Debtors and their professional
advisors have already begun working diligently to prepare the
Schedules.

                           About C. Wonder

Founded by J. Christopher Burch in 2010, C. Wonder is a specialty
retailer with retail stores in the United States.  With
headquarters in New York, the company sells women's clothing,
jewelry, shoes, handbags and other accessories as well as select
home goods under the C. Wonder brand.  The Company maintains two
distribution centers in New Jersey.

The Company opened its first retail store in New York in 2011.  By
2014, the Company had expanded its operations to include 29
locations across 13 states including its flagship location in Soho,
New York.  Amid mounting losses, C. Wonder closed 16 of its retail
stores by the end of 2014.   C. Wonder closed 9 additional stores
in January 2015.  As of the bankruptcy filing, C. Wonder had four
retail stores in the U.S. (Soho, Flat Iron, Time Warner Center and
Manhasset).

C. Wonder LLC and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 15-11127) in Trenton, New
Jersey on Jan. 22, 2015.  The cases are assigned to Judge Michael
B. Kaplan.

The Debtors have tapped Cole, Schotz, Meisel, Forman & Leonard,
P.A., as counsel, and Marotta, Gund, Budd & Dzera, LLC, as crisis
management services provider.

As of the Filing Date, the Debtors had assets with a book value of
$43.7 million and liabilities of $61.0 million.


CAESARS ENTERTAINMENT: Judge Says Ch. 11 Can Proceed in Chicago
---------------------------------------------------------------
William Alden, writing for The New York Times' DealBook, reported
that U.S. Bankruptcy Judge Kevin Gross in Delaware said Caesars
Entertainment, the troubled casino operator, could proceed with a
Chapter 11 bankruptcy of its largest unit in its preferred
jurisdiction of Chicago, handing an incremental but important
victory to the company and its private equity backers.

According to the DealBook, in his terse order on Jan. 28, 2015, the
judge cited "the interest of justice" in allowing the bankruptcy
case to move forward in Chicago and added that the so-called
involuntary bankruptcy case filed by the junior bondholders would
be moved to Chicago as well.  Although he did not elaborate in the
ruling, Reuters said the judge explained in court that allowing the
case to move forward in Delaware would set a harmful precedent that
creditors could upset a company's reorganization plans.

Peg Brickley, writing for The Wall Street Journal, reported that
Judge Gross dispensed harsh words for Caesars Entertainment
describing as "serious" creditors' allegations that the debtor's
owners "engaged in a series of self-dealing transactions" that
transferred substantial assets out of the reach of Caesars
creditors before the bankruptcy filing earlier this month.

The Journal noted that Chicago is seen as a favorable venue for
Caesars and its owners because law there makes it easier for
Caesars to try to force creditors to abandon lawsuits against its
leaders and parts of the Caesars corporate empire that aren't in
Chapter 11.

                    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.


CANNABICS PHARMACEUTICALS: Has $127K Loss for Nov. 30 Quarter
-------------------------------------------------------------
Cannabics Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $128,000 for the three months ended Nov. 30, 2014,
compared to a net loss of $13,300 for the same period in 2013.

The Company's balance sheet at Nov. 30, 2014, showed $4.5 million
in total assets, $78,500 in total liabilities and total
stockholders' equity of $4.42 million.

The Company has incurred cumulative losses since inception of
$865,000, raising substantial doubt about the ability of the
Company to continue as a going concern.

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

                       http://is.gd/JwcPqu

Cannabics Pharmaceuticals, Inc., researches and develops
cannabis-based pharmaceuticals.  The company was founded on Sept.
15, 2004 and is headquartered in Bethesda, MD.


CAROLCO PICTURES: Brick Top Acquires Co; New Executives Named
-------------------------------------------------------------
Ryan Lambie, writing for Den of Geek, reports that a company once
named Brick Top Productions has acquired the Carolco name.

The new Carolco, Den of Geek states, is an entirely separate entity
from the old, with the rights to the original Carolco's back
catalogue remaining with StudioCanal.  Den of Geek recalls that
recession, a faltering TV and home video label, and cinematic
misfires led to Carolco's Chapter 11 bankruptcy filing in December
1992.

According to Den of Geek, producer Mario Kassar -- who co-founded
the original Carolco with Andrew Vajna back in 1976 -- has been
named as the studio's chief development executive, while Alex
Bafer, a former investment banker turned movie producer, is
Carolco's new CEO.

Den of Geek relates that as part of the new Carolco deal, the
studio will be funding Mario Kassar's latest project, Audition -- a
new version of Ryu Murakami's novel first brought to the screen by
Takashi Miike in 1999.

Carolco Pictures, Inc., was an American independent film production
company.  It was one of the biggest independent film studios in
Hollywood, with its distinctive logo appearing on some of the most
successful movies -- the Rambo series, Terminator 2, Total Recall,
and Basic Instinct.


CLIFFS NATURAL: Seeks Creditor Protection for Canadian Unit
-----------------------------------------------------------
Euan Rocha, writing for Reuters, reported that iron ore and coal
miner Cliffs Natural Resources has become the third major U.S.
company in the past six months to seek creditor protection for its
Canadian arm to try to isolate losses and protect shareholders.
According to the report, the miner said it had commenced
restructuring proceedings in Montreal on Jan. 27 to help insulate
the publicly listed U.S. parent company from the vast majority of
the $650 million to $700 million in closure costs tied to its
mothballed assets in Canada.

                     *     *     *

The Troubled Company Reporter, on Dec. 10, 2014, reported that
Moody's Investors Service downgraded Cliffs Natural Resources
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating to Ba3 and Ba3-PD respectively. At the same time the rating
on Cliffs' senior unsecured notes and senior unsecured shelf were
downgraded to B1 and (P) B1 respectively from Ba2 and (P)Ba2. The
outlook is negative.


CLIFFS NATURAL: Size of BofA Loan Reduced; Covenants Revised
------------------------------------------------------------
Cliffs Natural Resources Inc. on Jan. 22, 2015, entered into
Amendment No. 6 to the Amended and Restated Multicurrency Credit
Agreement, dated as of August 11, 2011, among the Company, the
subsidiaries of the Company from time to time party thereto, the
lenders from time to time party thereto and Bank of America, N.A.,
as Administrative Agent.

The Amendment, among other matters:

     (i) reduces the size of the existing facility on a pro-rata
basis from $1.125 billion to $900 million and provides that on May
31, 2015 the existing facility will further reduce on a pro-rata
basis to $750 million;

    (ii) permits certain subsidiaries and joint ventures of the
Company related to the Company's Canadian operations to enter into
a restructuring;

   (iii) permits costs and expenses incurred in connection with the
Canadian Restructuring in an amount not to exceed $75 million to be
added back to the calculation of EBITDA;

    (iv) adds limitations with respect to investments in the
Canadian Entities after the Canadian Restructuring;

     (v) adds limitations on the guaranty of indebtedness of a
Canadian Entity by the Company or its subsidiaries (other than by
another Canadian Entity);

    (vi) permits additional liens on the assets of the Canadian
Entities;

   (vii) reduces the permitted amount of quarterly dividends on
common shares of the Company to not more than $0.01 per share in
any fiscal quarter;

  (viii) grants a security interest in as-extracted collateral of
the Company and certain of its subsidiaries; and

    (ix) excludes certain indebtedness and obligations of the
Canadian Entities from the representations, covenants and events of
default.

The Lenders have in the past provided, and may in the future
provide, investment banking, cash management, underwriting,
lending, commercial banking, trust, leasing, foreign exchange and
other advisory services to, or engage in transactions with, the
Company, its subsidiaries or affiliates. These parties have
received, and may in the future receive, customary compensation
from the Company or its subsidiaries or affiliates for such
services.


CLINE MINING: Canadian Proceeding Recognized in U.S.
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado entered an
order recognizing Cline Mining Corporation, et al.'s proceeding
under Canada's Companies' Creditors Arrangement Act pending before
the Ontario Superior Court of Justice, Commercial List as a
"foreign main proceeding."

FTI Consulting Canada Inc., the court-appointed monitor and
authorized foreign representative of the Cline Debtors, filed
verified petitions for recognition of foreign proceeding and
related relief on Dec. 3, 2014.

                          Plan Sanction

On Jan. 12, 2015, the monitor requested for entry of an order
giving full force and effect in the U.S. to the Ontario Court's
order sanctioning the Cline Debtors' plan of compromise and
arrangement (as amended, revised or supplemented).

The monitor stated that the relief sought was subject to the
Court's entry of an order recognizing the Canadian Proceeding
pursuant to Section 1517 of the Bankruptcy Code, and the Ontario
Court's entry of the plan sanction order after a sanction hearing
scheduled for Jan. 28, 2015.

                       About Cline Mining

Cline Mining Corporation, together with Raton Basin Analytical
LLC, a Colorado limited liability company of which New Elk is the
sole member ("Cline Group") are in the business of locating,
exploring and developing mineral resource properties, with a focus
on gold and metallurgical coal.

Cline Mining Corporation on Dec. 3 announced a proposed
recapitalization transaction with these key elements: (1) A
reduction of over $55 million in secured debt issued by Cline; (2)
The compromise or arrangement of certain unsecured debts of
Cline; and (3) A change of control of the equity of Cline.  To
implement the recapitalization, Cline Mining obtained an Order
from the Ontario Superior Court of Justice (Commercial List)
initiating proceedings under the Companies' Creditors Arrangement
Act (the "CCAA").  FTI Consulting Canada Inc. is the court-
appointed monitor and authorized foreign representative of the
U.S. Debtors.

FTI Consulting filed petitions for recognition of Cline Mining
Corporation and its two affiliates' CCAA proceedings under Chapter
15 of the U.S. Bankruptcy Code on Dec. 3, 2014 (Bankr. D. Colo.,
Case No. 14-26132).  The Chapter 15 Petitioner's counsel is Ken
Coleman, Esq., and Jonathan Cho, Esq., at Allen & Overy LLP, in
New York.



COINTERRA INC: Bitcoin Mining Startup Files for Bankruptcy
----------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
struggling bitcoin business CoinTerra Inc. filed for bankruptcy
facing lawsuits from customers and a data center that stored the
Texas company's bitcoin mining equipment.


COMMSCOPE HOLDING: Moody's Puts B1 CFR on Review for Downgrade
--------------------------------------------------------------
Moody's Investors Service placed CommScope Holding Company, Inc.'s
B1 corporate family rating under review for downgrade after the
company announced it is planning to purchase a portion of TE
Connectivity's network solutions business unit for $3 billion with
a combination of cash and up to $3 billion in debt. The transaction
is expected to close in the second half of 2015.

Ratings Rationale

CommScope is planning to purchase certain telecom, enterprise and
wireless businesses from TE Connectivity for approximately $3
billion, funded with a combination of cash on hand and new debt.
The purchase price could be funded with up to $3 billion in debt,
though Moody's expects CommScope to use a portion of its sizeable
cash balances to fund the transaction. Leverage could exceed 5x at
closing of the transaction up from well under 4x as of September
2014. The review will focus on the final capital structure and the
expected operating and financial performance of the combined
entities.

TE Connectivity's network solutions business provides fiber optics,
racks and panels, wire, cabling, terminals and connector systems
for enterprise and telecom data networks. The business unit is one
of the largest providers of fiber optic connectors, splices,
couplers, splitters and cable assemblies and sells products for
installation into telecom and local and wide area networks. The
acquisition does not include TE Connectivity's subsea cabling
business.

Pro forma for the transaction, the combined entity will have
approximately $5.8 billion of revenue . The combination will
provide CommScope with a leading position in providing fiber optic
connectors and cable assemblies for telecom, broadband and
enterprise networks. The acquisition is complementary to
CommScope's existing broadband and enterprise business however it
increases the company's exposure to the volatile revenue streams
associated with supplying the telecommunications industry.
CommScope has considerable experience integrating large
acquisitions including the $2.7 billion 2007 acquisition of Andrew
Corp. Though leverage will increase significantly, CommScope's B1
CFR was very strongly positioned in the rating category prior to
the announcement and a downgrade, if any, would likely be limited
to one notch at the conclusion of Moody's review.

The ratings on debt instruments will also be affected by the
relative proportion of senior secured and unsecured debt used to
finance the acquisition.

CommScope's SGL-1 rating is supported by cash on hand of $616
million at September 2014 and access to a $400 million revolver
($371 million available as of September 2014). If the company funds
the aforementioned transaction with a substantial amount of their
existing cash balances or draws on the revolver, the SGL-1 rating
could come under downward pressure.

On Review for Downgrade:

Issuer: CommScope Holding Company, Inc.

  Probability of Default Rating, Placed on Review for Downgrade,
  currently B1-PD

  Corporate Family Rating, Placed on Review for Downgrade,
  currently B1

  Senior Unsecured Regular Bond/Debenture Jun 1, 2020, Placed
  on Review for Downgrade, currently B3

Issuer: Commscope, Inc.

  Senior Secured Bank Credit Facility Jan 21, 2017, Placed on
  Review for Downgrade, currently Ba2

  Senior Secured Bank Credit Facility Jan 14, 2018, Placed on
  Review for Downgrade, currently Ba2

  Senior Unsecured Regular Bond/Debenture Jun 15, 2021, Placed
  on Review for Downgrade, currently B2

  Senior Unsecured Regular Bond/Debenture Jun 15, 2024, Placed
  on Review for Downgrade, currently B2

Outlook Actions:

Issuer: CommScope Holding Company, Inc.

  Outlook, Changed To Rating Under Review From Positive

The principal methodology used in these ratings was Global
Communications Equipment Industry published in June 2008. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

CommScope Holding Company, Inc., headquartered in Hickory, North
Carolina, is a leading global provider of connectivity and
infrastructure solutions targeted towards the wireless industry,
cable, and telecom service providers as well as the enterprise
market.



COMMSCOPE HOLDING: S&P Puts 'BB-' CCR on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-'
corporate credit ratings on Hickory, N.C.-based CommScope Inc. and
CommScope Holding Co. Inc. (the holding company of CommScope Inc.)
on CreditWatch with negative implications.  S&P also placed its
issue-level ratings on the company's senior secured term loans,
unsecured notes, and unsecured paid-in-kind toggle notes on
CreditWatch negative.

"The CreditWatch listing follows CommScope's announcement on
Jan. 28, 2015 that it will acquire networking solutions assets from
TE Connectivity for $3 billion," said Standard & Poor's credit
analyst Christian Frank.

The transaction could result in leverage above 5x in 2015 depending
on EBITDA levels (which will likely decline following a very strong
2014), the amount of debt used to fund the transaction, the likely
realization of potential cost saving opportunities, and the
company's plans for allocation of cash flow for debt repayment,
acquisitions, and shareholder returns.  The transaction would
roughly double the scale of the company, provide entry to certain
wireline telecommunications markets, and enhance its positions in
the enterprise and wireless infrastructure markets.

The ratings reflect CommScope's tolerance for financial risk and
its exposure to cyclical investment spending by wireless carriers,
enterprise IT organizations, and broadband providers, partly offset
by its leading positions in several market segments. Adjusted
leverage was 3.2x as of Sept. 30, 2014.

S&P will monitor developments related to the proposed acquisition
and resolve the CreditWatch listing when more information regarding
the transaction and financing becomes available.  Any downgrade of
the company is likely to be limited to one notch; S&P will reassess
its recovery and issue-level ratings given the expected increase in
priority debt as part of the transaction financing.  S&P's review
will also focus on expected operating performance, financial
policies, and growth strategies.



CYCLONE POWER: Reports Sale of 73.7% Investment in WHE Generation
-----------------------------------------------------------------
Cyclone Power Technologies Inc. sold most of its 73.72% investment
in the WHE Generation Corp subsidiary to unrelated buyers effective
Sept. 30, 2014, under separation and stock repurchase agreements
dated July 17, 2014 and Sept. 30, 2014, respectively. Under the
agreements, the Company retained a non-controlling 15.13%
investment, which resulted in deconsolidation of WHE due to the
loss of control over the WHE subsidiary.  The transaction was
recorded in accordance with ASC 810-10-40, wherein the Company
recognized a gain on the sale of its investment in the amount of
$2,443,506, and its remaining investment in the WHE subsidiary was
recorded at the fair value of the WHE common stock held by the
Company, which was $556,756 as of Sept. 30, 2014.

As part of the separation agreement Whe Gen paid to the company
$350,000, and is to pay $150,000 for the remainder of the company's
investment sold.  Whe Gen also paid to TCA Global Master Credit
Fund LP, the Company's senior secured creditor, approximately
$78,000 to fully retire that debenture and release all of the
Company's assets from its security interest.  Whe Gen also paid to
the Company an additional $24,000 in reimbursements, and
transferred back to Cyclone 3,000,000 shares of treasury stock in
Cyclone (valued at $210,000).  Whe Gen also assumed a $50,000
liability, deferred revenue of approximately $10,000 and accepted
the responsibility to complete an engine delivery contract
(previously recorded as $290,000 deferred revenue by the Company).
The Company forgave an intercompany receivable of approximately
$85,000.  Additionally, the Company satisfied a liability of
$17,550 via transferring 65,000 shares of its Whe Gen shares.

To raise funds pursuant to the separation agreement, Whe Generation
Corp. in the "Seed" Round of financing commencing in July 2014,
issued $ 350,000 of 6% convertible debt, maturing in 12 months,
which were subsequently converted into common stock at $.12 per
share as of Sept. 30, 2014.  In the common stock "A" funding WHE
Generation Corp. raised $1,314,360 of common stock sales at $.27
per share as of Sept. 30, 2014.

In connection with the Agreement, the Company and Whe Gen also
amended its 2010 License Agreement to provide the Company with an
initial non refundable license fee of $175,000 and on-going 5%
royalties from Whe Gens sale of engines utilizing the licensed
technology.  This License is 20 years with two 10-year extensions.
It is worldwide in territory and exclusive for the specific
applications of stationary waste heat recovery (WHR) and
waste-to-power (WtP).

The total losses of the Whe Gen subsidiary for the nine months
ended Sept. 30, 2014, for the year ended Dec. 31, 2013, and
cumulatively since inception were $697,000 and $157,000, and
$829,000, respectively and were fully borne by the Company.  

Effective Sept. 30, 2014, Cyclone will account for its investment
in Whe Gen using the cost method of accounting.

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

Cyclone Power reported a net loss of $3.79 million on $715,000 of
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $3 million on $1.13 million of revenues for the year ended
Dec. 31, 2012.

Mallah Furman, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2013.  The independent auditors noted that
the Company's dependence on outside financing, lack of sufficient
working capital, and recurring losses raises substantial doubt
about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2014, showed
$2.41 million in assets, $3.16 million in liabilities, and a
stockholders' deficit of $748,000.


DAHL'S FOODS: Jan. 30 Hearing on Equity Ventures Deal
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa is set
to hold a hearing on Jan. 30, at 10:00 a.m., to consider the sale
of Dahl's Foods' assets to Equity Ventures Commercial Development
LC.

The court will also consider the modification of Dahl's Foods' sale
contract with primary lender Associated Wholesale Grocers Inc. at
the Jan. 30 hearing.

Equity Ventures has offered to pay $2.8 million for real estate,
buildings and equipment owned by Dahl's Foods in Clive, Iowa,
according to court filings.

In order to aid the Equity Ventures deal, AWG agreed to remove the
Clive real estate from the larger sale transaction contemplated by
its contract with Dahl's Foods.  To do that, the base purchase
price under the sale contract will be reduced to $3.5 million from
$4.8 million.

AWG, the stalking horse bidder for almost all of Dahl's Foods'
assets, also agreed to be the back-up purchaser of the real estate
for $1 million if the Equity Ventures deal falls through.  

                        About Dahl's Foods

Dahl's Foods owns and operates 10 full-line grocery stores in and
around the Des Moines, Iowa area.  Since the 1970s, Dahl's has been
employee owned pursuant to an ESOP with 97% of the ownership held
by the ESOP.  The remaining 3% is owned by certain past and present
members of management and other former employees.

Individual grocery store square footage ranges from 28,820 to
70,000 and averages 55,188.  Dahl's employs over 950 people.  For
the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8
million.

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

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


DELIAS INC: Proposes DLA Piper as Bankruptcy Counsel
----------------------------------------------------
dELiA*s Inc., et al., seek approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ DLA Piper LLP (US)
as  their bankruptcy counsel, effective as of the Petition Date.

The Debtors and DLA entered into an engagement agreement effective
as of November 6, 2014, pursuant to which the Debtors retained DLA
to provide legal services to the Debtors in connection with general
restructuring issues and in connection with a potential bankruptcy
filing by the Debtors.

DLA bills the Debtors at these hourly rates: $410 to $1,325 for
partners; $110 to $1190 for counsel; and $335 to $800 for
associates.  The restructuring attorney leading the DLA engagement
in the Chapter 11 cases is Gregg M. Galardi whose present hourly
rate is $995.

In accordance with the Engagement Agreement, DLA will assign work
to lawyers, paralegals and other staff who can provide the
necessary services to the Debtors in the most efficient and
cost-effective manner.

In addition, DLA will apply to the Court for allowance of
compensation for professional services rendered and reimbursement
of expenses incurred in the Chapter 11 cases

DLA currently holds a retainer in the amount of $360,000.

Mr. Galardi attests that the partners, counsel, and associates of
DLA are "disinterested persons," as that term is defined in Section
101(14) of the Bankruptcy Code.

                        About DELIA*S INC.

Launched in 1993, dELiA*s Inc., is a retailer which sells apparel,
accessories, footwear, and cosmetics marketed primarily to teenage
girls and young women.  The dELiA*s brand products are sold
through the Company's mall-based retail stores, direct mail
catalogs and e-commerce Web sites.

On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed
a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y.).  The Debtors have
requested that their cases be jointly administered under Case No.
14-23678.

As of the bankruptcy filing, dELiA*s owns and operates 92 stores
in 29 states.

The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking
Group LLC, as restructuring advisor, Janney Montgomery Scott LLC,
as investment banker, and Prime Clerk LLC as claims agent.

As of the Petition Date, the Debtors had $47.0 million in total
assets and $50.5 million in liabilities.

The Debtors have sought court approval of a deal for Gordon
Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC,
to launch going-out-of-business sales.


DELIAS INC: Taps A&G Realty as Real Estate Consultant
-----------------------------------------------------
dELiA*s Inc., et al., seek approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ A&G Realty
Partners, LLC as their real estate consultant.

Prior to the Petition Date, on Dec. 4, 2014, the Debtor entered
into an agency agreement with Hilco Merchant Resources, LLC and
Gordon Brothers Retail Partners, LLC, to, among other things,
liquidate all merchandise and inventory owned by the Debtors and
dispose of certain furnishings, trade fixtures, equipment and
improvements to real property with respect to the Debtors' stores
and, at the Debtors' option, the Debtors' distribution center.

Pursuant to the Agency Agreement, the Debtors along with the Agents
are in the process of determining which stores will be vacated.
Upon the Court's approval of the Debtors' retention of A&G, A&G
will immediately begin assisting the Debtors in negotiations with
landlords and third parties with respect to the sale of their
leases and/or owned properties as well as assisting the Debtors in
obtaining waivers or reduction of cure amounts. This process should
occur as soon as possible as the Agents have already begun
identifying for the Debtors the stores that should be closed this
month and during the pendency of the Chapter 11 cases.

The Debtors have conducted several rounds of bidding to select a
real estate consultant that can provide the best value to the
Debtors' estates by combining a competitive compensation structure
with the ability to carry out the services required.  The Debtors
selected A&G based upon A&G's wealth of experience in providing
services regarding the review, analysis and negotiation of real
property lease agreements and because of A&G's experience
renegotiating leases in bankruptcy.

Pursuant to the Consulting Agreement and subject to the Court's
approval, the Debtors have agreed to compensate A&G as follows:

   a. Lease Sales -- For each Lease sale negotiated by A&G on
behalf
      of the Company, A&G shall earn and be paid a fee of 4
percent
      of the Gross Proceeds of such sale.  This includes, but is
not
      limited to, sales, assignment or subleases of all or part of
      the Lease or designation rights.  A&G will be entitled to
its
      fee upon the Company's receipt of the Gross Proceeds of such
      sale.

   b. Property Sales – For each Property sale negotiated by A&G
on
      behalf of the Company, A&G will earn and be paid a fee of 3
      percent of the Gross Proceeds of such sale.  A&G will be
      entitled to its fee upon the closing of the sale
transaction.

   c. Lease Claim Mitigations – For any Lease Claim Mitigations
      negotiated by A&G on behalf of the Company, A&G will earn
and
      be paid a fee for the waiver or reduction of the cure amount

      in an amount equal to 4 percent of the dividend rate paid to
      creditors under any confirmed plan of reorganization.  A&G
      will be paid such fee pursuant to the terms set forth in
      any confirmed plan of reorganization.

   d. Put Options – (i) The Company shall have the following two

      put options which cannot be exercised earlier than March 15,
      2015 or after April 30, 2015 unless otherwise agreed in
      writing by the Parties, and cannot be exercised without
      either (a) written agreement between the Company, A&G, and
      the Committee regarding acceptable parameters for a sale of
      the Company's fee owned Distribution Center (the
"Distribution
      Center") and the written approval of both the Committee and
      the DIP Lender to exercise the applicable option; or (b) a
      Bankruptcy Court Order approving the exercise of the option:
  
        Option 1 – Company will have the option to obtain an
        advance ("Advance Amount") in the amount of $2.0 million
on
        the sale Distribution Center.  Once the first put option
is
        exercised, A&G will be responsible for the carrying costs
of
        the Distribution Center.  Thereafter, the Gross Proceeds
of
        the sale of the Distribution Center shall be divided as
        follows: 80% to the Company and 20% to A&G after the
Advance
        Amount and the amount of all carrying costs and Capped
        Expenses have been refunded to the respective party.

        Option 2 – Company will have the option to obtain an
Advance
        Amount of $2.5 million on the sale of the Distribution
        Center. Once the second put option is exercised, A&G will
        be responsible for the carrying costs on the Distribution
        Center.  Thereafter, the Gross Proceeds from the sale of
        the Distribution Center will be divided as follows: return

        of the Advance Amount, any carrying costs post exercise of
        the second put option and the Capped Expenses, plus the
        lower of (x) the next $500,000 or (y) $250,000 plus a 10%
        return on total Advance Amount paid to A&G; thereafter, a
        similar amount to the Company; thereafter, any remaining
        proceeds shared 80% to the Company and 20% to A&G..

      (ii) In the event that the Company exercises either put
      option referenced above, the sale of the Property shall
      remain, subject to higher and better offers and approval
      of the Bankruptcy Court.

      (iii) If the Company does not exercise either put option,
      the fees for the sale of the Property will be in accordance
      with paragraph B.2 above.

The Debtors believe that the fees of A&G are fair and reasonable in
light of industry practice, market rates both in and out of Chapter
11 proceedings, A&G's experience, the scope of work to be performed
pursuant to its retention and the extensive negotiations between
the parties prior to the entry into the Consulting Agreement.

The Consulting Agreement also provides that, in the event the
Debtors exercise either Put Option, the Debtors will reimburse A&G
for A&G's reasonable out-of-pocket expenses (including, but not
limited to, marketing and mailing costs and travel expenses)
incurred in connection with the provision of the Services, not to
exceed $50,000.

Since the Debtors are seeking to retain A&G under Section 328(a) of
the Bankruptcy Code, the Debtors and A&G request that A&G not be
required to file time records.

                        About DELIA*S INC.

Launched in 1993, dELiA*s Inc., is a retailer which sells apparel,
accessories, footwear, and cosmetics marketed primarily to teenage
girls and young women.  The dELiA*s brand products are sold
through the Company's mall-based retail stores, direct mail
catalogs and e-commerce Web sites.

On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed
a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y.).  The Debtors have
requested that their cases be jointly administered under Case No.
14-23678.

As of the bankruptcy filing, dELiA*s owns and operates 92 stores
in 29 states.

The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking
Group LLC, as restructuring advisor, Janney Montgomery Scott LLC,
as investment banker, and Prime Clerk LLC as claims agent.

As of the Petition Date, the Debtors had $47.0 million in total
assets and $50.5 million in liabilities.

The Debtors have sought court approval of a deal for Gordon
Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC,
to launch going-out-of-business sales.


DETROIT, MI: May Offer City Workers Half Off on Vacant Homes
------------------------------------------------------------
Serena Maria Daniels, writing for Reuters, reported that the city
of Detroit may offer city employees a 50% discount on homes sold
through the city's auction program as part of its efforts to
rebound after exiting its historic bankruptcy in December.
According to the report, the proposal introduced to the City
Council is for current city employees, their families and retired
city workers.  The idea, Reuters said, is to encourage families to
repopulate devastated neighborhoods that have seen a decades-long
exodus by residents.

                   About the City of Detroit

The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit estimated
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Hon. Steven Rhodes oversees the bankruptcy case.  Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.

The TCR, on Dec. 18, 2014, reported that Detroit has filed a
notice that the effective date of its bankruptcy-exit plan
occurred on Dec. 10, 2014.  U.S. Bankruptcy Judge Steven Rhodes on
Nov. 12, 2014, entered an order confirming the Eighth Amended Plan
for the Adjustment of Debts of the City of Detroit.


DIGERATI TECHNOLOGIES: Files Late 10-Q for Jan. 31, 2013 Quarter
----------------------------------------------------------------
Digerati Technologies, Inc., recently filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q for the three months ended Jan. 31, 2013.  A copy of the Form
10-Q is available at http://is.gd/XBgPeF

The Company disclosed net income of $2.66 million on $11.6 million
of total operating revenues for the three months ended Jan. 31,
2013, compared with a net loss of $424,000 on $874,000 of total
operating revenues for the same period in 2012.

The Company's balance sheet at Jan. 31, 2013, showed $77.9 million
in total assets, $77.4 million in total liabilities, and
stockholders' equity of $454,000.

Digerati has incurred net losses and has accumulated a deficit of
$74.7 million and a working capital deficit of $52.7 million, which
raises substantial doubt about Digerati's ability to continue as a
going concern.

                   About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.  At the
time of its Chapter 11 filing, Digerati --
http://www.digerati-inc.com-- was a publicly held company whose
primary assets were 100% stock ownership of two oilfield services
companies that the Debtor valued at $30 million each: Hurley
Enterprises, Inc.; and Dishon Disposal, Inc.  The Debtor also owned

Shift 8 Networks, a cloud communication service.  The Debtor has no

independent operations apart from its subsidiaries.

Digerati disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the Chapter 11 case.  Deirdre
Carey Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.

Earlier in the case, Rhode Holdings, LLC, sought the transfer of
venue of Digerati's Chapter 11 case to the U.S. Bankruptcy Court
for the Western District of Texas, San Antonio Division.  The
case, however, remained in the Houston Bankruptcy Court.



DIOCESE OF SPOKANE: Has Accord With Paine Hamblen; Suit Dismissed
-----------------------------------------------------------------
The Hon. Frederick P. Corbit of the U.S. Bankruptcy Court for the
Eastern District of Washington has dismissed, at the behest of the
Catholic Diocese of Spokane and Paine Hamblen LLP, the lawsuit
between the two parties.

As reported by the Troubled Company Reporter on Jan. 7, 2015,
Law360 reported that Paine Hamblen lost a last ditch effort to
avoid a looming trial in the Diocese's malpractice lawsuit that
accused the firm of failing to protect the church from future
liability after negotiating a $50 million deal to settle civil
sexual abuse claims in its bankruptcy.

The lawsuit has been settled out of court, according to a joint
press release by the Diocese and Paine Hamblen.  The two parties
said in the press release, "The settlement does not constitute an
admission of wrong doing by any party.  Rather, it is a resolution
of differences in an amicable manner which allows the parties to
move forward with the important work that each conducts in the
service of the common good."  Settlement terms are confidential,
the release said.

Dan Morris-Young, writing for National Catholic Reporter, relates
that the that there were no court costs or attorney fee assignments
in Judge Corbit's ruling.  Judge Corbit's "orders dismiss the cases
completely," the report says, citing Paine Hamblen's managing
partner Jane Brown.

According to National Catholic Report, the Diocese and Paine
Hamblen reached their resolution during mediation earlier in
January 2015 overseen by retired U.S. Bankruptcy Court Judge Ralph
Mabey.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan became effective May 31, 2007.


DIOCESE OF SPOKANE: Settles Suit vs. Paine Hamblen
--------------------------------------------------
Catholic World News reported that the Diocese of Spokane,
Washington, has reached an out-of-court settlement with Paine
Hamblen, LLP, the law firm that represented the diocese in
bankruptcy proceedings.  According to the report, in reaching an
agreement, the diocese and the law firm issued a joint statement,
noting that the accord "does not constitute an admission of
wrongdoing by either side."  The terms of the agreement were not
made public, the report said.

As previously reported by The Troubled Company Reporter, citing
Law360, Paine Hamblen LLP lost a last ditch effort to avoid a
looming trial in the Diocese's malpractice lawsuit that accuses the
firm of failing to protect the church from future liability after
negotiating a $50 million deal to settle civil sexual abuse claims
in its bankruptcy.

U.S. Bankruptcy Judge Frederick P. Corbitt denied the law firm's
motion to dismiss the suit, but did so without prejudice, saying
the issues raised can be brought up again at the Feb. 17 trial.  In
its November motion to dismiss, Paine Hamblen said the diocese had
waived its right to pursue claims against the firm when it
"deliberately delayed" filing the litigation until after the
court's former bankruptcy judge, Patricia C. Williams, retired.

The case is Catholic Bishop of Spokane et al. v. Paine Hamblen LLP
et al. in the U.S. District Court for the Eastern District of
Washington.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11.2 million in total assets and
$81.4 million in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan became effective May 31, 2007.


DORAL FINANCIAL: Must Boost Capital or Find Buyer, FDIC Says
------------------------------------------------------------
Law360 reported that Federal Deposit Insurance Corp. officials are
demanding that Doral Financial Corp. either sell itself or shore up
an inadequate capital position, an ominous sign as the troubled
Puerto Rican lender pushes for approval of a capital restoration
plan rejected twice before.

According to the report, the FDIC ordered the Doral board of
directors to boost holdings of so-called core capital within 30
days to reestablish it as "adequately capitalized" under federal
law and avoid the need for a merger, according to a securities
disclosure.

                       About Doral Financial

Doral Financial, the holding company for Puerto Rico's second-
largest lender, has been in a legal dispute with the
commonwealth's treasury department over whether it is entitled to
a $229.9 million tax refund, Bloomberg News notes.  A judge in San
Juan ruled in October in favor of Doral.  Puerto Rico Treasury
Secretary Melba Acosta Febo said the commonwealth would appeal,
adds the report.

                         *     *     *

The Troubled Company Reporter, on Dec. 3, 2014, reported that
Standard & Poor's Ratings Services said that it suspended the 'CC'
issuer credit rating of Doral Financial Corp.  The ratings were
placed on CreditWatch with negative implications on May 6, 2014.

"Our suspension of the ratings on Doral reflects a lack of
information to satisfactorily assess the company and make a well-
informed ratings decision," said Standard & Poor's credit analyst
Sunsierre Newsome.


DOW CORNING: 6th Cir. Yanks Payments to 2nd-Priority Claims
-----------------------------------------------------------
Law360 reported that the U.S. Court of Appeals for the Sixth
Circuit revoked permission for administrators of a $2.35 billion
Dow Corning Corp. breast implant injury fund to pay off
lower-priority claims before priority claimants are satisfied in
full, adopting Dow’s reading of the 2004 bankruptcy plan that
governs the facility.

According to the report, unanimous panel determined that the
finance committee overseeing the massive settlement fund could not
disburse an estimated $83 million to certain injury victims because
of the chance that the distribution might eat into what
higher-ranking claimants could receive.

                      About Dow Corning

Dow Corning Corp. -- http://www.dowcorning.com/-- produces and  
supplies more than 7,000 silicon-based products and services to
more than 25,000 customers worldwide.  Dow Corning is equally
owned by The Dow Chemical Company and Corning Incorporated.

The Company filed for Chapter 11 protection on May 15, 1995
(Bankr. E.D. Mich. Case No. 95-20512) to resolve silicone implant-
related tort liability.  The Company owed its commercial creditors
more than $1 billion at that time.  A consensual Joint Plan of
Reorganization, amended on February 4, 1999, offering to pay
commercial creditors in full with post-petition interest,
establish a multi-billion-dollar settlement trust for tort claims,
and leave Dow Corning's shareholders unimpaired, took effect on
June 30, 2004.


EAST RIDGE RETIREMENT: Fitch Affirms BB Rating on $68.2MM Rev Bonds
-------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on the Alachua County
Health Facilities Authority (FL) bonds expected to be issued on
behalf of East Ridge Retirement Village (ERRV):

   -- $68.2 million health facilities revenue bonds, series 2014.
      The Rating Outlook is Stable.

SECURITY

The bonds are secured by a pledge of gross revenues and receivables
of the obligated group (OG; ERRV is the only member), a first
mortgage lien on all current and future property of the OG, and a
fully-funded debt service reserve.

KEY RATING DRIVERS

PROJECT PROGRESSING AS PLANNED: The $53 million total project is
progressing on schedule and within budget, with an anticipated
completion in August 2015 and occupancy in November 2015.

LIGHT BUT STEADY PROFITABILITY: ERRV's cash flow is largely reliant
upon turnover entrance fees, which is not inconsistent with a Type
A facility.  Area housing trends are positive, but did have a
significant impact on independent living (IL) occupancy from
2008-2011.  ERRV will need to maintain its net entrance fee levels
and existing occupancy levels to produce adequate coverage near
1.0x through construction and stabilization.

GOOD ILU OCCUPANCY: Despite heavier turnover than prior years,
solid sales and marketing helped increase ERRVs average ILU
occupancy to 81% at the end of 2014.  Fitch notes that the level of
discounting and other subsidies for entrance fees fell
significantly in 2014, and are expected to wane in the next few
years.  With a total $2.7 million in net entrance fee levels, ERRV
has maintained results in line with budget expectations.

SIGNIFICANT DEBT LEVEL: Overall, ERRV's leverage metrics reflect an
immense debt burden against its current financial profile, as
indicated by 0.9x coverage of maximum annual debt service (MADS) by
turnover entrance fees and MADS equal to 25% of 2014 revenues.
ERRV's first full debt service payment is expected to occur no
sooner than fiscal 2018.

LIMITED COMPETITIVE THREAT: Within the primary service area
encompassing Cutler Bay and reaching 10-15 miles to the west and
north, there are only two continuing care retirement communities
(CCRCs) which are rental communities.  The nearest Type A CCRC is
the Vi at Aventura (33.1 miles away) and John Knox Village (53
miles away), both well outside ERRVs target market.

RATING SENSITIVITIES

CONSTRUCTION AND FILL: The project comes with the typical risk
associated with construction projects, as well as the need to fill
the additional units.  Fitch believes the risk on the fill up of
the units is mitigated by the strong demand for skilled nursing
services and the experience of sponsor, manager and developer in
successfully managing campus repositioning projects.  Keeping the
project on time and within budget is critical to maintaining the
rating.

CREDIT PROFILE

East Ridge Retirement Village (ERRV) is a Type 'A' life care
continuing CCRC located on 76 acres in the Town of Cutler Bay,
Florida, approximately 20 miles south of Miami.  The community
currently includes 221 IL units, 57 AL units, and 60 skilled
nursing beds.  An expansion is underway which will bring the total
unit mix to 90 ALUs, 31 memory support units, and 74 SNF units, and
the 221 existing ILUs.  ERRV reported total revenues of $20.4
million (unaudited) in fiscal 2014 (Dec. 31 year end).

Since 2008, ERRV has been controlled by SantaFe Senior Living
(SFSL) via an affiliation agreement between ERRV and SFSL's
corporate parent, SantaFe HealthCare (SFHC).  Neither SFSL nor SFHC
are obligated on the series 2014 bonds. Fitch's analysis is done
solely on the financial results of ERRV.

STEADY OPERATIONS

During 2014, ERRV maintained steady operating performance,
generating a 90.5% operating ratio and 21.3% net operating
margin-adjusted.  Steady performance was generated by solid ILU
sales of 23 and $2.7 million in net entrance fees, which helped to
offset some slippage in ALU and SNF occupancy to 83% and 86%,
respectively.  Fitch notes that the use of incentives fell
significantly in 2014, and growth in home health services helped to
grow revenue - though it likely delayed some transitions into ALUs.
Steady performance is anticipated in fiscal 2015, which should be
supported in part by continued service area growth and improved
home values and sales.

Fitch views ERRV's competitive position as a credit positive,
especially for ERRV's entrance fee, Type 'A' life care contract.
There are only two other retirement communities within 20 miles;
both of them are for profit and only one of them currently provides
the full continuum of care.  The limited competitive landscape
coupled with a recovering housing market should support steady to
improving demand at ERRV over the near to medium term.

Liquidity remains adequate, with $17.3 million in unrestricted cash
and investments equating to 395 days of cash on hand (DCOH) and
25.4% cash to debt as of Dec. 31, 2014.  Fitch notes a very
conservative investment mix and no pension exposure helps to
mitigate risks to ERRVs balance sheet.

CAMPUS EXPANSION

ERRV is in the midst of its campus expansion project, which will
include 90 new AL units, 31 new memory support units (MSUs), and 74
new skilled nursing beds.  The buildings will replace the existing
AL and skilled nursing buildings.  The project is progressing on
time and within budget, with expected completion in August 2015 and
occupancy in November 2015.  Stabilization of occupancy at
approximately 93% for the new units will happen between August 2016
and May 2017.  Fitch believes the fill-up risk for the project is
manageable against ERRV's average occupancy levels of 86% in
skilled nursing and 83% in AL during 2014. Occupancy for AL and SNF
is expected to improve in fiscal 2015 to nearer 90%, which is
consistent with historical results.

Overall, Fitch views the project positively as ERRV's largely
outdated buildings with mostly shared units will be replaced by new
contemporary buildings, with larger units and mostly private rooms.
As of Dec. 31, 2014, ERRV's average age of plant near 16 years is
indicative of the need for plant reinvestment.

DEBT PROFILE

As of Dec. 31, 2014, ERRV had approximately $68.2 million in fixed
rate term bonds, subject to optional and mandatory redemption, with
maturity in 2049.  MADS is equal to $5.1 million, and debt service
is level from 2020 through maturity.  ERRV's first debt service
payment will occur in fiscal 2018, and its first debt service
covenant test (equal to 1.1x MADS initially, then 1.2x) will occur
at the earlier of stabilized occupancy or fiscal year end 2019.

DISCLOSURE

ERRV covenants to provide annual disclosure within 150 days of
fiscal year end, and quarterly disclosure within 45 days of each
quarter end.  Disclosure will include a balance sheet, statement of
revenues/expenses, statement of cash flows, calculation of DCOH,
debt service coverage, and occupancy.  Disclosure will be made via
the Municipal Securities Rulemaking Board's EMMA System.



ENDEAVOUR INT'L: Harris County Objects to Plan
----------------------------------------------
BankruptcyData reported that Harris County objects to the
confirmation of Endeavour International's Amended Joint Plan of
Reorganization, complaining on the claims treatment under the
Plan.

Specifically, Harris County, according to BData, complains that the
Plan fails to provide for the retention of Harris County's pre-and
post-petition liens on its collateral and asks the Court not to
confirm the Plan unless and until it specifically provides for
Harris County's pre- and post-petition liens to remain on its
collateral until the claim, including interest thereon, if
applicable, is paid in full as required by 11 U.S.C. section 1129.


BData adds that Harris County asserts that the following language
should be included in any plan modification or in the order
confirming the plan: "In the event of any failure of the
reorganized debtors to timely make its required plan payment to
Harris County, or any failure to pay post-petition ad valorem
property taxes owed to Harris County prior to delinquency, either
of which shall constitute an event of default under the Plan as to
Harris County, it shall send notice of such default to the
reorganized debtors. If the default is not cured within twenty (20)
days of the date of such notice, Harris County may proceed to
collect all amounts owed pursuant to state law without further
recourse to the Bankruptcy Court."

                    About Endeavour International

Houston, Texas-based Endeavour International Corporation (OTC:
ENDRQ) (LSE: ENDV) is an oil and gas exploration and production
company focused on the acquisition, exploration and development of
energy reserves in the North Sea and the United States.

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.  The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).

As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.7 million in
series c convertible preferred stock, and a $41.5 million
stockholders' deficit.

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Endeavour Operating Corporation and its debtor affiliates.  The
Committee is represented by David M. Bennett, Esq., Cassandra
Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson
& Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq.,
and Evan T. Miller, Esq., at Bayard, P.A.  Alvarez & Marsal North
America, LLC, serves as financial advisors to the Committee, while
UpShot Services LLC serves as website administrator.

                        *     *     *

U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22,
2014, approved the disclosure statement explaining Endeavour
Operating Corporation, et al.'s joint plan of reorganization and
scheduled the confirmation hearing for Feb. 9, 2015, at 10:00 a.m.
(prevailing Eastern time).  Objections to the confirmation hearing
are due Jan. 27, 2015.

The Amended Plan, dated Dec. 19, 2014, provides that it is
supported by creditors who collectively hold 82.99% of the March
2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims
(Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5),
and 69.08% of the Convertible Notes Claims (Class 6).  The Amended
Plan also provides that holders of general unsecured claims will
recover an estimated 15% of the total claims amount, which is
estimated to be $6,000,000.


ENERGY XXI GULF: Moody's Lowers Corporate Family Rating to Caa1
---------------------------------------------------------------
Moody's downgraded Energy XXI Gulf Coast, Inc.'s (EXXI) Corporate
Family Rating (CFR) to Caa1 from B2 and the Probability of Default
Rating to Caa1-PD from B2-PD. Moody's downgraded the senior
unsecured note rating of EXXI and its wholly-owned subsidiary EPL
Oil & Gas, Inc. (EPL) to Caa2 from B3. Moody's also lowered EXXI's
Speculative Grade Liquidity Rating to SGL-4 from SGL-3 reflecting
the company's significant reliance on external sources to fund
capital spending and the risk of reduced revolver availability over
the next 12-18 months as EXXI's existing hedges roll-off. The
ratings outlook is negative.

Ratings downgraded:

Energy XXI Gulf Coast Inc.

  Corporate Family Rating, Downgraded to Caa1 from B2

  Probability of Default Rating, Downgraded to Caa1-PD from B2-PD

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

  $750 million 9.25% sr unsecured notes due 2017 to Caa2 (LGD4)
  from B3 (LGD4)

  $250 million 7.75% sr unsecured notes due 2019 to Caa2 (LGD4)
  from B3 (LGD4)

  $500 million 7.5% sr unsecured notes due 2021 to Caa2 (LGD4)
  from B3 (LGD4)

  $650 million 6.875% sr unsecured notes due 2024 to Caa2 (LGD4)
  from B3 (LGD4)

EPL Oil & Gas, Inc.

  $210 million 8.25% sr unsecured notes due 2018 to Caa2 (LGD4)
  from B3 (LGD5)

  $300 million 8.25% sr unsecured notes due 2018 to Caa2 (LGD4)
  from B3 (LGD5)

Outlook Action:

Energy XXI Gulf Coast Inc.

Outlook changed to Negative from Stable

EPL Oil & Gas, Inc.

Outlook changed to Negative from Stable

Ratings Rationale

"EXXI's downgrade reflects growing risk for its business profile
because of high financial leverage and limited liquidity as its
existing hedges roll-off," commented Amol Joshi, Moody's Vice
President. Moody's expects debt to average daily production to be
$65,000 - $70,000 per barrel of oil equivalent (boe) and debt to
proved developed (PD) reserves to be $25 - $27 per boe over the
next 12-18 months. The downgrade also considers the elevated risk
that EXXI will not have the ability to grow out of its weak
leverage metrics, as capital expenditures are potentially cut to
approximately $400 million per year.

EXXI's SGL-4 Speculative Grade Liquidity Rating reflects its weak
liquidity profile over the next 12-18 months. At September 30,
2014, EXXI had approximately $120 million in cash and $525 million
available under its $1,500 million borrowing base revolving credit
facility. The credit facility matures in February 2018. However, as
EXXI has continued to outspend cash flow and as bank price decks
begin to reflect a lower crude oil price and lower hedged
production, EXXI's liquidity likely will shrink over the next 12-18
months. As EBITDA contracts, Moody's expect EXXI to breach its
financial covenants in 2015. EXXI is expected to discuss covenant
relief with its bank group. The company is in the process of
shoring up its liquidity through potential asset sales of non-core
properties and pipeline assets in the Gulf.

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

The rating outlook is negative. The negative outlook reflects
EXXI's highly leveraged balance sheet, its limited liquidity over
the next 12-18 months as well as EXXI's likely need to seek
covenant relief in 2015. The outlook could be returned to stable
presuming EXXI successfully rebuilds its available liquidity.

A downgrade is possible if liquidity falls below $200 million, it
is unable to obtain covenant relief or if debt to average daily
production is sustained over $70,000 per boe. An upgrade may not be
considered until debt to average daily production is sustained
below $55,000 per boe and debt to PD reserves is sustained below
$20 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.

Energy XXI Gulf Coast, Inc. (EXXI) is an indirect wholly-owned
subsidiary of publicly listed Energy XXI (Bermuda) Limited and is
engaged in the exploration and production of oil, natural gas
liquids and natural gas in the shallow and deepwater of the US Gulf
of Mexico. EPL Oil & Gas, Inc. is a wholly-owned subsidiary of
EXXI.



EPIC HEALTH: S&P Assigns 'B' CCR & Rates $25MM Debt 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to pediatric home health provider Epic Health Services Inc.
The outlook is stable.

At the same time, S&P assigned a 'B' rating to the company's $25
million revolving credit facility and $185 million first-lien term
loan.  The recovery rating on this debt is '3', indicating S&P's
expectations of meaningful recovery (50% to 70%) of principal in
the event of a default.

S&P is also assigning a 'CCC+' rating and '6' recovery rating to
the company's $45 million second-lien term loan, indicating S&P's
expectations of negligible recovery (0% to 10%) in the event of
default.  The ratings reflect S&P's view of the company pro forma
for the transaction.  Epic is privately owned.

"The ratings on Epic reflect its business position in the niche of
pediatric home health care and debt to EBITDA leverage that we
expect to remain between 4x and 5x," said Standard & Poor's credit
analyst David Kaplan.  S&P's business risk profile assessment of
"weak" reflects its narrow focus, vulnerability to Medicaid cuts,
significant exposure to Medicaid reimbursement from a few states,
and small scale.  S&P based its assessment of a "aggressive"
financial risk profile on its view that leverage will range between
4x to 5x through 2016.  S&P views Epic's financial risk profile as
less favorable than other similarly rated peers given its thin cash
flows and small scale.

Pro forma the two acquisitions, Epic will have a leading market
share in Texas and will hold the number 2 position in both
Pennsylvania and New Jersey in pediatric home health.  However, the
industry is highly fragmented and Epic's revenues are highly
concentrated with 86% of revenues derived from its top three states
and 82% of total revenues from Medicaid.  This heavy concentration
exposes the company to possible Medicaid reimbursement cuts from
one state.  Still, S&P views pediatric home health as a relatively
stable reimbursement environment because of lower costs (compared
with facility-based care), public support of children's health care
programs, and unique requirements of chronically ill children.

The stable outlook reflects S&P's expectation that the company will
successfully integrate the Loving Care acquisition.  Despite its
limited history of acquisitions, S&P believes the company will
maintain leverage between 4x to 5x.

S&P could lower the rating if it anticipates that any Medicaid cuts
over the next few months will result in a meaningful EBITDA margin
drop of 100 basis points.  Such a drop in margins would result in
negligible cash flows.

An upgrade could occur if the company is able to grow its free
operating cash flows to over $30 million on a sustained basis,
expand its business size, and diversify geographically.  This could
occur if the company makes successful tuck-in acquisitions while
maintaining leverage below 5x and expanding EBITDA margins over
time to support ample free cash flow.



EVEN STREET: Sly Stone Awarded $5 Million in Royalty Fight
----------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that a
16-day trial in Los Angeles Superior Court concluded on Jan. 23 and
a jury on Jan. 27 awarded Sly Stone $5 million in a royalty dispute
that precipitated the 2013 bankruptcy filing of businesses owned by
the funk legend's estranged manager.

According to the report, Mr. Stone filed a breach of contract suit
in 2010 against record producer Jerry Goldstein, attorney Glenn
Stone, Even Street Productions Ltd. and others, claiming they
withheld royalties due to him.  The jury said Even Street underpaid
Sly Stone $2.5 million in profits due under his employment
agreement, found Mr. Goldstein liable for $2.45 million in damages
and Glenn Stone liable for $50,000.


EXIDE TECH: Agency Finds 8 Hazardous Waste Law Violations
---------------------------------------------------------
Howard Fine at Los Angeles Business Journal reports that the
California Department of Toxic Substances Control issued on Jan.
28, 2015, eight violations of state hazardous waste laws against
Exide Technologies' battery recycling plant in Vernon.

According to LA Business Journal, department inspectors found that
the Company was storing and treating sludge in unauthorized tanks
at the Vernon facility and that the Company failed to sufficiently
protect against battery acid spills.  Tony Barboza at Los Angeles
Times says that other violations found during the Jan. 20 and Jan.
21 inspections include improperly labeling hazardous-waste
containers, holes in the facility's walls and roof, failure to
properly report a Jan. 12 spill of sodium hydroxide, a caustic
liquid used in the recycling process.

LA Business Journal relates the Company is given 10 days to stop
the violations.  The Company, the report says, faces possible
penalties and additional enforcement actions for the violations and
the prospect of increased penalties.   DTSC Deputy Director Elise
Rothschild said in a press release, "The Company must correct these
violations, and we will consider them, along with the Company's
enforcement history, when we make our permit decision."

LA Business Journal quoted  Tom Strang, vice president, environment
health and safety for the Americas at the Company as saying, "The
Company is already taking action pursuant to the Notice and will
continue to work with the DTSC so that all applicable standards and
protocols are met.  We intend to operate a premier recycling
facility."

The Company said in a statement it is working to fix the violations
and that it is spending $15 million to upgrade the Vernon plant.

                    About Exide Technologies

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

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

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

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

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

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

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

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

                            *     *     *

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

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

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

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

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


EXIDE TECH: Panel Hires Quinn Emanuel as Special Antitrust Counsel
------------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of Unsecured
Creditors of Exide Technologies to retain Quinn Emanuel Urquhart &
Sullivan LLP as its special antitrust counsel in connection with
the lead pricing investigation.

According to Court documents, the Committee filed an application to
retain an economic consultant to assist the Committee's counsel in
conducting an investigation lead pricing investigation into
potential causes of action that the Debtor's estate may hold
against various parties, including large metal warehousing
companies, relating to potential price manipulation, including
price-fixing and price stabilization in the lead market and to
assess the damages that the Debtor may have suffered as a result.

The Committee said the Debtor and its estate may have suffered
substantial injuries as a result of potential manipulation of
prices including price-fixing and stabilization in the lead market,
and it is critical that the Committee immediately continue to
pursue on the investigation in furtherance of its fiduciary duty to
its constituents.

The firm' professionals and their compensation rates:

  Partners of the Firm             $840-$1,175
  Associates and Of Counsel        $490-$1,010
  Paraprofessionals                $300

Eric Winston, Esq., partner at the firm, assured the Court that the
firm is "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

Mr. Winston can be reached at:

  Eric Winston, Esq.
  Quinn Emanuel Urquhart & Sullivan LLP
  865 South Figueroa Street, 10 th Floor
  Los Angeles, California 90017
  Tel: +1 213 443 3000
  Fax: +1 213 443 3100
  Email: ericwinston@quinnemanuel.com

                    About Exide Technologies

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

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

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

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

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

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

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

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

                            *     *     *

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

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

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

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

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


EXPRESS INC: S&P Revises Outlook to Stable & Affirms 'BB' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Columbus,
Ohio-based Express Inc. to stable from negative.  At the same time,
S&P affirmed all of its ratings on Express, including S&P's 'BB'
corporate credit rating.

"The outlook revision reflects our expectation for improved credit
metrics following the completion of the redemption for the
company's outstanding senior notes.  The redemption is expected to
be completed on March 1, 2015, and we project that the leverage
ratio will improve to 2x after the company’s senior notes are
retired," said credit analyst Helena Song.  "We continue to expect
that operating trends will only modestly improve in 2015, following
weak operating trends in 2014.  We believe the specialty apparel
industry will remain difficult and highly promotional because of
increased competition and consumer caution and Express may not be
able to adequately offset these trends."

The stable outlook reflects S&P's expectation that Express Inc.'s
credit metrics will improve following the redemption of its senior
notes, with debt to EBITDA at about 2x.  S&P continues to expect
that operating trends will only modestly improve in 2015, following
weak operating trends in 2014, due to the very promotional apparel
retail environment and cautious consumer spending on small ticket
items.

Downside scenario

S&P could lower the ratings if the company's operating performance
weakens meaningfully in 2015, because of sustained lower consumer
spending or merchandise/inventory issues, or in conjunction with
the issuance of debt, with either leading to leverage above 2.8x
for a sustained period.  This could occur if continuing weak sales,
margins, more aggressive financial policies or some combination
there of results in FFO to total debt moving towards low end of 20%
for a sustained period.

Upside scenario

Although unlikely in the near term, S&P would consider raising the
ratings if the company sustains a meaningfully improved competitive
position through consistent positive sales and an effective
merchandising strategy.  This performance could warrant a removal
of the negative comparable ratings analysis, which currently limits
the ratings.



F&H ACQUISITION: Plan Filing Date Extended to April 13
------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware extended the period by which F&H Acquisition Corp., et
al., has exclusive right to file a plan through and including April
13, 2015, and the period by which the Debtors have exclusive right
to solicit acceptances of that plan through and including June 8,
2015.

According to the Debtors, they are still in the process of
reconciling claims, particularly priority claims and administrative
claims, which will help guide them to a resolution of their Chapter
11 cases.  The exclusivity extension, the Debtors told the Court,
complements their claims reconciliation timeline and efforts, and
will give the Debtors the additional time they need to continue the
claims resolution process as well as determine the appropriate exit
mechanism for their bankruptcy cases.

                  About F & H Acquisition Corp.

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their
assets.

As of the bankruptcy filing, the Debtors had 101 restaurants
located in 27 states and 6,000 employees.  F & H disclosed
$122 million in assets and $123 million in liabilities as of the
Chapter 11 filing.

The Debtors are represented by Robert S. Brady, Esq., Robert F.
Poppiti, Jr., Esq., and Rodney Square, Esq., at Young, Conaway,
Stargatt & Taylor, LLP of Wilmington, DE; and Adam H. Friedman,
Esq., Jordana L. Nadritch, Esq., and Jonathan T. Koevary, Esq. at
Olshan Frome Wolosky, LLP of New York, NY.  Imperial Capital LLC
as financial advisor; and Epiq Bankruptcy Solutions as claims and
noticing agent.

The Official Committee of Unsecured Creditors is represented by
Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington; and Jeffrey N. Pomerantz, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Los Angeles, California.

By order dated Feb. 28, 2014, the Court approved the sale of
substantially all of the assets pursuant to an Asset Purchase
Agreement, dated as of Feb. 7, 2014, by and among the Debtors and
Cerberus Business Finance, LLC, as buyer.  The sale closed on
March 12, 2014.



FANNIE MAE & FREDDIE MAC: Two Experts Say Profit Sweep Flawed
-------------------------------------------------------------
Investors Unite hosted a teleconference on Thurs., Jan. 29, 2015,
during which Mark A. Calabria -- mcalabria@cato.org -- at the Cato
Institute and Michael H. Krimminger, Esq. -- mkrimminger@cgsh.com
-- a partner at Cleary Gottlieb Steen & Hamilton LLP, released a
new paper explaining how the U.S. Treasury Department and the
Federal Housing Finance Agency (FHFA) have breached both the spirit
and the letter of the law in their administration of the
conservatorship of Fannie Mae and Freddie Mac.  These two gentlemen
should know, because they were intimately involved in the policy
discussions that led to the creation of the 2008 Housing and
Economic Recovery Act (HERA) that allowed for Fannie Mae and
Freddie Mac to be placed into conservatorship.  At the time HERA
was being crafted, Mr. Calabria served as a senior professional
staff member of the U.S. Senate Committee on Banking, Housing and
Urban Affairs, and Mr. Krimminger served in policy leadership
positions with the FDIC as FDIC general counsel and Deputy to the
Chairman for Policy -- and nobody raised any credible objections to
Messrs. Calabria and Krimminger's qualifications, input,
perspectives or professional judgment at that time.  Messrs.
Calabria and Krimminger aren't Monday morning armchair
quarterbacks, and any suggestion to the contrary should be viewed
with skepticism.  

A full-text copy of Messrs. Calabria and Krimminger's 50-page paper
released this week is available at http://bit.ly/1CPsErJat no
charge from InvestorsUnite.org's Web site.

Messrs. Calabria and Krimminger explain that the Housing and
Economic Recovery Act of 2008 (HERA) was modeled after the Federal
Deposit Insurance Act (FDIA) that governs FDIC rehabilitations and
liquidations of troubled banks and thrifts, which are
well-established, fair, and predictable proceedings in the capital
markets.  The so-called Net Worth Sweep or Third Amendment entered
into by Treasury and FHFA in 2012, however, deviates from decades
of established practice, undermines public trust in the
government's role in troubled situations, and undercuts the vital
role that established regimes play in a market economy.  

Fannie Mae's quarterly and annual regulatory filings with the
Securities and Exchange Commission show that, between 2008 and
2014, it received approximately $117 billion from Treasury and has
returned $134 billion to Treasury.  Freddie Mac's filings show it
received approximately $72 billion from Treasury and has returned
$91 billion to Treasury between 2008 and 2014.  Neither GSE has
received funds from Treasury since mid-2012 and there's no
indication that future draws are anticipated under the Preferred
Stock Purchase Agreements as amended.  Continued delivery of Fannie
and Freddie's quarterly earnings to Treasury will increase the
government's 14% rate of return on its investments in Fannie and
26% rate of return on its investments in Freddie.  Shareholders
assert that future earnings should be used to build the GSEs'
capital and shareholders will become more vocal as the government's
rates of return climb.  

"FHFA and Treasury have ignored the stakeholder protections in HERA
and the long-established requirements and interpretations embodied
in the FDIA as well as other U.S. and international insolvency
laws," Messrs. Calabria and Krimminger say.  "In 2012, Treasury and
FHFA adopted the Third Amendment to the original 2008 agreements
governing Treasury's investment and recoveries from the
conservatorships.  

"The Third Amendment implemented a 'net worth sweep' that strips
the Companies of their entire net worth each quarter and prevents
the accumulation of any funds to repay pre-conservatorship
shareholders, or build capital or any buffer against future losses.
In addition, it explicitly eliminates the Companies' minimal
reserve against losses to zero by 2018.  HERA requires FHFA to
conduct the conservatorships in order to 'preserve and conserve'
the Companies and to rehabilitate them so that they return to a
'sound and solvent' condition.  Moreover, Congress consciously
chose to vest with FHFA, not Treasury, the sole authority over
invoking and conducting a conservator or receivership.  The role of
Treasury is exclusively that of a creditor.  Based on [past
precedents] the requirement to return to a 'sound and solvent
condition' requires at a minimum that the Companies must meet the
minimum capital and other regulatory standards required by the
regulators and the market to conduct their normal business.  If the
Companies cannot be returned to a 'sound and solvent' condition,
then they must be placed into receivership.  However, FHFA and
Treasury have ignored these specific requirements and, instead,
have used the Companies as 'cash cows' to divert tens of billions
of dollars to the Treasury.

"To some, this may sound fair.  After all, the Companies received
billions of dollars in Treasury support.  However, all of that
money was repaid long ago.   As of today, Treasury has diverted
more than $40 billion beyond what it initially invested in the
Companies.

"This is not a dispute that only affects the Companies'
stakeholders. First, because the Third Amendment deprives Fannie
and Freddie of 100% of their net worth, it means that no capital is
accumulated against future losses. That leaves the taxpayers on the
hook once again.  Second, as described below, it manipulates the
conservatorship process to redirect billions of dollars to the
government's general operating budget, with no accountability over
how funds are spent.  Finally, these unprecedented deviations from
settled insolvency practices and creditor protections undercut one
of the critical foundations of a market economy, and could call
into question the reliability of the government as a resolution
authority.  Fair and predictably applied insolvency rules allow
investors, creditors and even consumers to judge the risks of
investing in, doing business with, or buying products or services
from a company.  If that process can be manipulated to favor one
creditor -- as FHFA has favored Treasury -- then there is no basis
to judge what could happen if a company fails.  This is
particularly troubling because it is the government that has
subverted the normal conservatorship process.  It could call into
question the reliability of any process where the government
controls the rehabilitation or resolution of a company.  Given the
important role that government bodies play in the resolution of
many financial institutions, such as banks under the FDIA or
systemically important financial institutions under the Dodd-Frank
Act's new Orderly Liquidation Authority, it is essential that the
performance of this role assure all stakeholders of fairness and
predictability."


FCC HOLDINGS: Plan Solicitation Exclusivity Expires May 22
----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended FCC Holdings, Inc., et al.'s
exclusive plan filing period through and including March 23, 2015,
and their exclusive solicitation period through and including May
22, 2015.

As previously reported by the Troubled Company Reporter, the
Debtors, on Dec. 23, 2014, filed with the Court a joint plan of
orderly liquidation and accompanying disclosure statement, which
impair all classes of claim except for secured claims.  The Plan
also embodies a settlement agreement by and between the Debtors,
Bank of Montreal, as agent on behalf of the Lenders, IEC and the
Official Committee of Unsecured Creditors over the resolution of
the cases.  In particular, the Debtors, the Agent on behalf of the
Lenders, IEC and the Committee have agreed to the releases of
claims and other liabilities set forth in the Plan and in the Final
Cash Collateral Order.  Further, the Debtors, the Agent on behalf
of the Lenders, IEC and the Committee have agreed that (i) IEC will
fund $100,000 to a liquidating trust, and (ii) IEC will acquire any
and all potential preference actions against non-insiders under
Section 544 and 547 of the Bankruptcy Code, and will covenant not
to pursue those actions.

A hearing to consider approval of Disclosure Statement will be held
on Jan. 29, 2015 at 11:00 a.m.

                        About FCC Holdings

FCC Holdings, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 14-11987) on Aug. 25,
2014.

Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates
provide quality postsecondary education in fourteen states.  The
FCC schools were started by David Knobel in 1994 in Fort
Lauderdale, Florida, and, as of the bankruptcy filing, are owned
by Greenhill Capital Partners.

Prior to the Petition Date, the Company, which currently operates
under the name "Anthem Education," had three sets of schools --
the 14 Florida Career College schools; the 22 Anthem Education
schools; and the 5 US Colleges schools.

The Debtors' outstanding secured obligations are $49 million, plus
interest and fees, comprised of: Tranche A Loans of $18.6 million,
Tranche B Loans of $29.1 million, and existing letters of credit
of $1.39 million.  The Debtors also have unsecured debt of
$15 million.

Judge Christopher S. Sontchi is assigned to the Chapter 11 cases.

The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as counsel, and KCC as claims and notice agent.

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.  Womble Carlyle Sandridge &
Rice, LLP, and Ottenbourgh P.C., serve as its co-counsel.


FONTAINEBLEAU LAS VEGAS: Judge Approves of $27.5M Settlement
------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported that
U.S. Bankruptcy Judge A. Jay Cristol in Miami approved a settlement
between the trustee in charge of Fontainebleau Las Vegas casino
project and the company's former directors and officers that will
put millions in creditors' pockets.

According to the report, the deal calls for $27.5 million to go
into the coffers of Chapter 7 trustee Soneet R. Kapila, the man in
charge of Fontainebleau's estate.

As previously reported by The Troubled Company Reporter, citing
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, Judge Cristol previously refused to approve an $83.3 million
settlement the Chapter 7 trustee entered into to resolve lawsuits
against former directors, officers and managers.

In July last year, Judge Cristol declined to approve a provision in
the settlement that would have barred a pending lawsuit against
Fontainebleau directors and officers filed by term-loan lenders.
The term-loan lenders renewed their objection to entry of a
proposed bar order, which was a condition to the settlement's
consummation, and Judge Cristol upheld the objections.

The DBR report said those lenders who objected to the prior
settlement now support the new settlement, which calls for a
payment of $25 million of directors' and officers' insurance money
to creditors.  Mr. Soffer will contribute $2.5 million out of his
own pocket, the report related.  In return, Mr. Soffer and parties
related to him will drop $675 million worth of claims against the
Fontainebleau estate, the report added.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was  
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.

Scott L Baena, Esq., at BilzinSumbergBaena Price & Axelrod LLP,
represented the Debtors in their restructuring effort.  Kurtzman
Carson Consulting LLC served as the Debtors' claims agent.
Attorneys at Genovese Joblove& Battista, P.A., and Fox
Rothschild, LLP, represented the Official Committee of Unsecured
Creditors.  Fontainebleau Las Vegas LLC estimated more than
$1 billion in assets and debts, while each of Fontainebleau Las
Vegas Capital Corp. and Fontainebleau Las Vegas Holdings LLC
estimated less than $50,000 in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.


FOOTHILL/EASTERN TRANSPO: Fitch Affirms BB+ Rating on $198MM Bonds
------------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Foothill/Eastern
Transportation Corridor Agency (F/ETCA), CA's $74.8 million senior
lien toll road refunding revenue bonds series 2015A capital
appreciation bonds (CABs) with a Stable Outlook.

In addition, Fitch has affirmed these ratings:

   -- $2.256 billion senior lien toll road refunding revenue bonds

      'BBB-';

   -- $198.05 million junior lien toll road refunding revenue
      bonds 'BB+'.

The Rating Outlook for all bonds is Stable.

The Foothill/Eastern corridor (F/ETC) is approximately 36-miles
long, comprising of State Routes (SR) 241, 261, and 133 that
provides a south-west connection to Interstate 5 (I-5), a toll-free
road.  California Department of Transportation (Caltrans) has title
to the roads and is responsible for upkeep.  F/ETCA's
responsibilities are set out in a cooperative agreement between the
two agencies and are limited to toll collection and staff expenses
until 2053.

KEY RATING DRIVERS:

The 'BBB-' senior lien and 'BB+' subordinate lien ratings reflect
the strength of the road's service area, its role as a congestion
reliever, F/ETCA's demonstrated willingness to raise rates to meet
bondholder covenants and a solid liquidity position combined with a
moderate debt service profile - improved as a result of this
refunding following last year's major debt restructuring - that
leaves F/ETCA dependent on modest revenue growth over the long-term
to service its obligations.  The facility is vulnerable to
prolonged adverse developments and/or capacity enhancements on
nearby competing facilities such as I-5 as well as higher than
average leverage of 17.5x.  The differential between the senior and
junior lien ratings reflects the subordinated position and the
relative thinness of junior lien debt which is only around 9.2% of
aggregate debt.

Revenue Risk Volume: Midrange.

Limited Traffic Profile: Traffic increases over the last decade
have been constrained somewhat by nine mostly
above-inflationary-toll increases since fiscal 2000, including the
most recent in fiscal 2015 (effective July 1, 2014).  Future
traffic growth potential, reliant on residential development
activity, is limited in part by the narrow corridor in which
development can take place.

Revenue Risk Price: Midrange.

Price Sensitive Commuter Traffic: F/ETCA has limited economic
rate-making flexibility as current toll rates are close to the
revenue maximization point.  The average toll rate is higher than
peers at more than 30 cents per mile; however, Fitch believes
inflationary increases will become achievable once again over time.
A history of pro-active decisions by management to raise rates is
a credit strength.

Infrastructure Development/Renewal Risk: Stronger.

Relatively New Asset: The F/ETC is less than 15 years old and does
not currently have any material state of good repair needs.
Caltrans has an obligation to maintain the physical assets and a
covenant to budget for capital expenditures annually which provides
some renewal protection.  Importantly, as part of the agreement
with Caltrans, the agency is not authorized to collect toll revenue
on any segment of the corridor south of the existing terminus (Oso
Parkway) beyond Jan. 1, 2040.

Debt Structure Risk: Midrange (senior lien) / Midrange (junior
lien).

Back-Loaded, Long-Dated Debt: All debt amortizes at a fixed rate
but is significantly back-ended.  The 2013 restructuring extended
debt maturity 13 years, stabilizing the financial profile.  With
this current refunding, the debt service profile grows at a lower
3.6% compound annual growth rate (CAGR) from fiscal 2015 to maximum
annual debt service (MADS) of $226.7 million in fiscal 2039 (down
from a 3.9% CAGR at $243.4 million).  The agency has fully funded
debt service reserves and an additional reserve mechanism that
provides some mitigation against the escalating debt service
profile.  There are no cross default or acceleration provisions
between the senior and junior liens, which protects the senior
debt.

Metrics: F/ETCA is dependent on continued toll rate increases and
traffic and revenue growth throughout the life of the debt to
maintain coverage levels at or above 1.30x.  In fiscal 2013, the
debt service coverage ratio (DSCR) was 1.17x ignoring the effect of
the escrow defeasance fund.  Fiscal 2014 DSCR, reflecting the 2013
restructuring, was 2.14x for all obligations.  The Fitch base case
minimum combined DSCR is 1.23x in fiscal 2015, averaging 1.48x
through 2053, in line with Fitch's stand-alone toll road criteria.
High debt levels and low liquidity keep total leverage high at
17.5x.

Peers: F/ETCA's closest peers in the standalone / small network
toll roads portfolio with senior debt rated in the low BBB-category
include San Joaquin Transportation Corridor Agency (SJTCA) and
E-470 Public Highway Authority, both of which face initially high
leverage and some dependence on revenue growth to ensure debt is
fully serviced.

RATING SENSITIVITIES:

Negative: Weaker traffic growth than projected over a sustained
period;

Negative: Toll rate increases that are materially below inflation
for a sustained period;

Negative: A decision to increase leverage or reduce liquidity to
support any extension projects without commensurate financial
mitigants;

Positive: Sustained performance above Fitch's base case, with a
resulting improvement in the Fitch calculated DSCR of 1.3x or
higher on a combined basis, could result in positive rating
action.

TRANSACTION SUMMARY:

The series 2015A bonds are expected to refund all of the
outstanding series 1995 bonds and eliminate the 1995 Indenture. The
sum of the CABs ($74.8 million) and the liquidated 1995 capitalized
interest account will redeem the bonds in full and generate nearly
$20 million in present value savings.  The series 2015A bonds will
be issued on parity with the outstanding series 2013 senior bonds.
The refunding will also reflect the termination of the mitigation
loan agreement with the F/ETCA's sister agency, SJHTCA, finalized
in October 2014.

Traffic on F/ETC has fluctuated with the economy and has reacted to
a series of toll rate increases.  Fiscal 2014 traffic of 56.6
million is 16% below the peak reached in fiscal 2007 of 67.6
million.  However, the effect of the recent traffic declines
alongside toll increases has increased toll revenues.  The agency
has increased toll rates seven times since fiscal 2007 including
the most recent increase in fiscal 2015 (July 2014).  For the first
six months of fiscal 2015 (through December), traffic is up 0.6%,
as expected given conversion to all-electronic tolling in May 2014,
and revenues are up 3% reflecting the increased tolls. Revenue has
grown a combined 11% in fiscal years 2013 and 2014 to a new peak of
$119.4 million in fiscal 2014, and toll revenues are over 12%
higher than the peak last reached in fiscal 2007.

F/ETCA's traffic and revenue consultant, Stantec Inc. (Stantec),
has not revised its T&R forecast since 2013 given that actual
performance has, consistently since then, exceeded the forecast of
that date.  Applying the forecast growth rates to actual fiscal
2014 T&R results in a 4.5% gross toll revenue CAGR, which Fitch
views as being reasonable in context of the toll road's historical
revenue performance as well as continued regional population
growth.

Fitch applied conservative assumptions to Stantec's T&R forecast in
its base case resulting in an average DSCR through 2053 of 1.59x,
with a minimum of 1.40x for senior debt, and an average of 1.48x
with a minimum of 1.23x for junior debt.  In the Fitch rating case,
more conservative T&R projections were adopted reflecting the
prospect of slower traffic growth (traffic CAGR of 0.45%).  In this
scenario, senior DSCR averages 1.43x with a minimum of 1.28x, while
junior DSCR averages 1.32x with a minimum of 1.15x.

Fitch also undertook breakeven analysis, assessing the level of
sustained revenue growth from fiscal 2014 revenue that would allow
for all debt service obligations to be met using all available
liquidity.  The resulting breakeven revenue compounded annual
growth rates of 1.79% and 1.91% on senior and junior liens
respectively - below most long terms assumptions for inflation of
2.0-2.5% - further support the ratings, suggesting that F/ETCA will
have relatively limited dependence on toll revenue growth primarily
as a result of the strong cash reserve structure available

F/ETCA is a joint power authority with its sister agency, SJHTCA
that was formed by the California legislature in 1986 to plan,
finance, construct and operate Orange County's public toll road
system.  The F/ETC, fully open in 1999, is 36-miles long,
comprising State Routes (SR) 241, 261, and 133, while SJTCA is a
separate and distinct legal entity that manages the 15-mile SR 73
toll road.  A common staff manages both agencies but the projects
are governed by separate boards, are financed independently, and
funds cannot be commingled.

SECURITY:

The bonds are secured by a pledge of net revenues and certain other
pledged revenues such as development impact fees (DIF). F/ETCA has
the right to withdraw DIF amounts in excess of $5 million annually
to be used for any lawful purpose, including debt service.



FOOTHILL/EASTERN TRANSPORTATION: Moody's Rates 2015A Bonds 'Ba1'
----------------------------------------------------------------
Moody's Investors Service assigns a Ba1 to the senior lien Series
2015A refunding bonds of the Foothill/Eastern Transportation
Corridor Agency, CA (F/ETCA) and affirms the senior lien and junior
liens at Ba1. All bonds have a stable outlook.

Issue: Series 2015A, Capital Appreciation Bonds; Rating: Ba1; Sale
Amount: $75,000,000; Expected Sale Date: 02-04-2015; Rating
Description: Revenue: Government Enterprise

Rating Rationale:

The Ba1 rating reflects a high debt load, escalating debt service
and deferred principal repayment by 13 years with a 2013
restructuring that smoothed the debt service profile and is
expected to improve near term debt service coverage ratios (DSCRs).
While annual debt service grows at a slower annual rate after the
2013 restructuring, it remains back loaded over a 40-year period
and repayment depends on sustained annual traffic and/or revenue
growth supported by annual inflationary toll rate increases.
Moody's note as credit negatives that there is no principal
repayment until 2020 and that the majority of principal (72%) does
not begin to amortize until 2042. While traffic and revenue growth
for FY 2014 and through December 2014 is ahead of the 2013
forecast, it remains below the original 1999 financing forecast.
Proactive, nearly annual increases in toll rates (the board has a
demonstrated history of raising tolls with five increases in the
last six years); strong liquidity; timely financial reporting;
expected continued economic recovery and development in the
affluent service area supports the rating and stable outlook.
Notwithstanding annual rate increases traffic is growing as the
Orange County service area steadily emerges from the economic
recession as evidenced in population and employment growth and
accelerating residential and commercial development.

The stabilization of traffic and growth of revenues and the
termination of a mitigation and loan agreement with San Joaquin
Hills TCA (SJHTCA)with the recent debt restructuring for that
agency are positive factors. The termination of this agreement
effectively closes the flow of funds for F/ETCA and eliminates the
potential $1.04 billion loan to SJHTCA. In tandem with the
mitigation agreement termination SJHTCA has agreed to repay $120
million in mitigation payments plus accrued interest to F/E TCA
starting in FY 2025.

The Orange County service area has a diverse and broad economic
base that is expected to continue to develop, albeit more slowly
than in the past. Socio-economic indicators and wealth levels are
above national averages, which should leave room for future toll
rate increases necessary to support escalating debt service
payments.

While residential and commercial development along the Foothill
road corridor is forecasted to generate stronger than historic
traffic growth, given large tracts of developable land at both
north and south ends, Moody's believe issuer's base case revenue
forecast to be optimistic given that average annual revenue growth
is estimated at 4.6% for the life of the bonds and 6.6% over the
next ten years, peaking at 8.9% growth in 2020. Moody's base case
scenario assumes that toll revenue growth is mainly driven by rate
increases linked to an index such as CPI. Moody's estimate that a
minimum of 3.3% average annual toll revenue growth is needed to
meet rate covenants of 1.30 times for senior and 1.15 times for
combined junior and senior bonds, and 2.7% growth for sum
sufficient coverage of all debt-without use of any pledged
development impact fee (DIF) revenue. These scenarios acknowledge
that the agency has dedicated indenture reserves established in the
2013 refunding to meet rate covenant through 2018 and fully funded
debt service reserve funds for the senior and junior liens. The
DIFs have averaged $14.5 million annually from 1990 to 2012;
increased 148% in FY 2013 and another 68% in FY 2014, but are
difficult to predict as an income stream. Amounts collected
annually over $5 million are pledged and available for debt
service.

What Could Change the Rating -- UP

Upside potential for the rating would be closely linked with
accelerated development in the corridor that generates higher than
forecasted growth in traffic and revenues and results in progress
towards reducing debt outstanding.

What Could Change the Rating -- DOWN

The agency's credit rating would be negatively pressured by lower
than forecasted traffic and revenue due to slower organic growth or
failure to implement rate increase as needed to provide at minimum
the covenanted 1.30 times DSCR for senior and 1.15 times for all
bonds. The rating also would be pressured by additional borrowing
for the construction of Foothill-South extension, though no
borrowing is foreseen for at least 7 to 10 years pending
environmental permitting and an evaluation of the feasibility of
the financing.

Outlook

The rating outlook is stable based on recent improvement in traffic
growth and increased revenue through toll increases; termination of
the mitigation and loan agreement with SJHTCA and maintenance of
stable levels of unrestricted liquidity and Moody's expectation
that traffic and revenue will continue to grow in tandem with the
economic recovery in Orange County.

Strengths

-- Independent and demonstrated toll raising ability and above
average service
    area socio-economic indicators

-- A record of toll increases in 5 of the last 6 years

-- Termination of the SJHTCA mitigation and loan agreement in 2014
eliminates
    the contingent obligation to make $1.04 billion in loans to
SJHTCA (in
    effect closing the flow of funds)

-- Ample liquidity levels and cash-funded DSRFs

-- No current construction risk or ramp up risk, though the
operation of
   the toll road is limited to 2053 per Caltrans agreement

Challenges

-- Annual debt service continues to escalate and repayment relies
on sustained
    revenue growth for over 24 years near or above historical
averages

-- Dedicated indenture reserves are available to supplement net
toll revenues
    through 2018 in order to meet the rate covenant if necessary

-- Toll rates are currently among the highest for US toll roads

The principal methodology used in this rating was Government Owned
Toll Roads published in October 2012.



FOURTH QUARTER: Seeks Feb. 18 Extension of Schedules Filing Date
----------------------------------------------------------------
Fourth Quarter Properties 86, LLC, asks the U.S. Bankruptcy Court
for the Northern District of Georgia, Newnan Division, to extend
until Feb. 18, 2015, the period within which it must file its
schedules of assets and liabilities and statement of financial
affairs, saying the additional time is needed to complete and file
the schedules and statements.

                         About Fourth Quarter

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.


FOURTH QUARTER: Seeks to Employ Stone & Baxter as Ch. 11 Counsel
----------------------------------------------------------------
Fourth Quarter Properties 86, LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Georgia, Newnan
Division, to employ Stone & Baxter, LLP, of Macon, Georgia, as its
bankruptcy counsel.

Stone & Baxter will provide these services:

   (a) to give the Debtor legal advice with respect to its powers
       and duties as Debtor-in-Possession in the continued
       operation of its business and management of its property;

   (b) to prepare on behalf of the Debtor necessary applications,
       motions, answers, reports and other legal papers;

   (c) to continue existing litigation to which the Debtor may be
       a party, and to conduct examinations incidental to the
       administration of the Debtor's estate;

   (d) to take any and all necessary action instant to the proper
       preservation and administration of the estate;

   (e) to assist the Debtor with the preparation and filing of a
       Statement of Financial Affairs and schedules and lists as
       are appropriate;

   (f) to take whatever action is necessary with reference to the
       use by the Debtor of its property pledged as collateral,
       including any cash collateral, to preserve the same for the
       benefit of the Debtor and secured creditors in accordance
       with the requirements of the Bankruptcy Code;

   (g) to assert, as directed by the Debtor, all claims the Debtor
       has against others;

   (h) to assist the Debtor in connection with claims for taxes
       made by governmental units; and

   (i) to perform all other legal services for the Debtor, which
       may be necessary.

Attorneys and other professional personnel within the firm will be
paid at their standard hourly rates, which range between $190 and
$450 for each attorney, and $130 per hour for research assistants
and paralegals, including all travel time.  The firm is currently
holding $29,308 as a retainer, which was paid to it by the Debtor,
funded by a loan from Fourth Quarter Properties 100, LLC, an
affiliate of the Debtor.

Ward Stone, Jr., Esq., a partner in Stone & Baxter, LLP, in Macon,
Georgia, 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. Stone discloses that the firm had previously
counseled the Debtor in early 2014 in relation to its general
financial situation and held an outstanding receivable in the
amount of $3,714.  However, the firm has waived the outstanding
receivable prior to the filing of the bankruptcy case, Mr. Stone
tells the Court.

Mr. Stone further discloses that the Firm has previously
represented the following affiliates of the Debtor as
debtors-in-possession in Chapter 11 cases:

   (1) In re: Fourth Quarter Properties 118, LLC, (Bankr. N.D.
       Ga., Case No. 09-13960);

   (2) In re: Fourth Quarter Properties 140, LLC, (Bankr. N.D.
       Ga., Case No. 09-13961);

   (3) In re: Fourth Quarter Properties 161, LP, (Bankr. N.D. Ga.,
       Case No. 09-13962);

   (4) In re: Fourth Quarter Properties 162, LP, (Bankr. N.D. Ga.,

       Case No. 09-13963);

   (5) In re: Fourth Quarter Properties XLVII, LLC, (Bankr. N.D.
       Ga., Case No. 09-13959);

   (6) In re: Fourth Quarter Properties 166, LLC, (Bankr. N.D.
       Ga., Case No. 10-12920); and

   (7) In re: Fourth Quarter Properties XXXVIII, LLC, (Bankr.
       N.D. Ga., Case No. 13-10585).

Mr. Stone adds that the Firm has previously represented or
consulted with the following other affiliates of the Debtor:

   (1) Fourth Quarter Properties 105, LLC;
   (2) Fourth Quarter Properties LVIII, LLC;
   (3) Fourth Quarter Properties 156, LLC; and
   (4) Fourth Quarter Properties 87, LLC.

Mr. Stone relates that the Firm’s representation of the
affiliates has concluded, none of the affiliates are known
creditors in the Debtor's case, and the Debtor does not assert a
claim against any of these affiliates.  Mr. Stone says it is
anticipated that Fourth Quarter Properties 100, LLC, which is a
creditor of the Debtor, may provide Debtor in Possession funding
during the case.  The Firm does not and will not represent Fourth
Quarter Properties 100, LLC in connection with the case, which
affiliate is represented by independent counsel, Mr. Stone adds.

The firm may be reached at:

         Ward Stone, Jr., Esq.
         STONE & BAXTER LLP
         Fickling & Company Building
         577 Mulberry Street, Suite 800
         Macon, GA 31201
         Tel: (478) 750-9898
         E-mail: wstone@stoneandbaxter.com

                         About Fourth Quarter

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.


FREEDOM INDUSTRIES: Exec Again Urges Court to Deny $3MM AIG Deal
----------------------------------------------------------------
Law360 reported that Gary Southern, the indicted president of
Freedom Industries Inc., whose January 2014 chemical spill is
blamed for contaminating the drinking water of 300,000 West
Virginia residents, again called on a bankruptcy court to nix the
company's proposed $3 million settlement with AIG Specialty
Insurance Co.  According to the report, Mr. Southern fired back at
Freedom's contention that AIG didn't owe Southern any coverage
because it had already paid the full limits owed under its
insurance policies to Freedom, arguing that his contract rights in
the policies were separate from the company's.

As previously reported by The Troubled Company Reporter, citing the
Charleston Daily Mail, attorneys for Freedom Industries filed a
modified settlement agreement with AIG, resolving objections from
three former executives and increasing the amount of the settlement
by more than $200,000.

Under the deal, AIG will pay $3.2 million into Freedom's bankruptcy
estate and pay a Jan. 29 invoice totaling $100,681.87 to Abernathy
MacGregor, which is based in New York, for public relations
services in connection with the leak.

                      About Freedom Industries

Freedom Industries Inc., is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on
Jan. 17, 2014.  The case is assigned to Judge Ronald G. Pearson.
The petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, 2014, the Bankruptcy Court approved the hiring of
Mark Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


FREESCALE SEMICONDUCTOR: S&P Alters Outlook to Stable, Affirms CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Austin, Texas-based Freescale Semiconductor Inc. to
positive from stable and affirmed its 'B' corporate credit rating
on the company.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's senior secured debt.  The '3' recovery rating on the debt
remains unchanged, indicating S&P's expectation for meaningful
recovery (50%-70%; upper half of the range) in the event of a
payment default.

S&P also affirmed its 'B-' issue-level rating on the company's
senior unsecured debt.  The '5' recovery rating on the debt remains
unchanged, indicating S&P's expectation for modest recovery
(10%-30%; upper half of the range) in the event of a payment
default.

"The outlook revision reflects the improvement in Freescale's
revenue and profitability and its significant debt repayment over
the past 12 months, which resulted in leverage declining to the
low-5x area by year-end 2014," said Standard & Poor's credit
analyst David Tsui.  "We expect that the company will continue to
focus on debt repayment in 2015, further reducing leverage to below
5x."

S&P's corporate credit rating on Freescale reflects S&P's "fair"
business risk profile assessment, which incorporates the company's
sizable business scale of about $4.6 billion in revenues annually,
its moderate business concentration as one of the leading providers
of automotive semiconductors (about 45% of its revenue), and its
attractive competitive positioning within networking and general
industrial markets.  Considering Freescale's recent design wins,
S&P expects its overall operating performance to remain linked to
global automotive production, communications networking, and
industrial spending in 2015.

The positive rating outlook reflects S&P's expectation that
Freescale will achieve revenue and profitability improvements in
2015, though at a lower growth rate than those achieved in 2014.
S&P also expects that the company will continue to repay debt,
causing leverage to decline to the mid- to high-4x area over the
next 12 months from the low-5x area, while maintaining adequate
liquidity.

S&P could raise the rating over the next 12 months if Freescale's
revenue growth and profitability improve as S&P expects and if the
company repays debt using internal liquidity sources, leading to
leverage reduced and sustained below 5x.

S&P could revise the outlook to stable if the company faces
stronger-than-expected competition, leading to lower-than-expected
revenue or EBITDA levels, or if the pace of debt reduction is
slower than S&P expects, such that leverage will not be reduced and
sustained below the 5x over the next 12 months.



FRIENDLY'S ICE CREAM: Court Rules on Bid to Exclude Testimony
-------------------------------------------------------------
District Judge John A. Woodcock, Jr., in Maine ruled on the motions
in limine filed by both the Plaintiff and Defendant in the case,
SUSAN FAIRWEATHER, Plaintiff, v. FRIENDLY'S ICE CREAM, LLC,
Defendant, No. 2:13-CV-00111-JAW (D. Maine).

Both sides seek to exclude various pieces of evidence.

The Plaintiff's first motion seeks to exclude the testimony of
certain witnesses listed by the Defendant on the ground that the
Defendant committed discovery violations. The Court agrees that the
Defendant failed to fully meet its disclosure and discovery
obligations, but it declines to exclude the witnesses. Instead, the
Court suggests means by which the prejudice from Defendant's
failure may be ameliorated.

The Plaintiff's second motion seeks to exclude evidence of any
discipline imposed by the Defendant's predecessor corporation
before it declared bankruptcy. The Court concludes that the
evidence of the Plaintiff's entire history with Friendly's is
admissible.

Finally, the Defendant argues that evidence of other employee
misconduct and discipline is inadmissible. The Plaintiff concedes
and the Court agrees that evidence of other employee misconduct
unrelated to rudeness is inadmissible. However, the Court concludes
that evidence of employee rudeness and discipline due to that
rudeness is admissible.

A copy of the Court's Jan. 23, 2015 Order is available at
http://is.gd/FKBafkfrom Leagle.com.

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Friendly's is one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.

A Sun Capital affiliate, Sundae Group Holdings, offered to pay
about $120 million for the business.  The price includes enough
cash to pay first-lien debt and an amount of cash for unsecured
creditors to be negotiated with the official creditors' committee.
Aside from cash, Sun Capital made a credit bid from the $267.7
million in second-lien, pay-in-kind notes.  On Dec. 29, 2011, the
Bankruptcy Court entered an order approving the sale to Sundae
Group.  The sale closed on Jan. 9, 2012.  Friendly Ice Cream Corp.
was renamed to Amicus Wind Down Corporation following the sale.

Friendly's was one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

In early June 2012, the Debtor won approval of its liquidating
Chapter 11 plan where unsecured creditors were told to expect a
recovery between 1.6% and 3.2%.  The plan is partly based on a
settlement where existing owner Sun Capital receives releases of
claims in return for reducing its $279 million second-lien claim
to $50 million and subordinating the remaining secured claim.



G&Y REALTY: Involuntary Case Dismissed
--------------------------------------
Judge Rosemary Gambardella entered an order dismissing the
involuntary bankruptcy petition for G&Y Realty, LLC, and closing
the bankruptcy case.  According to the order, the assignment
proceedings now pending in the Superior Court - Hudson County may
proceed as if the involuntary petition had never been filed.

As reported in the Jan. 27, 2015 edition of the Troubled Company
Reporter, Steven P. Mitnick, assignee for the benefit of creditors
of G & Y Realty, LLC, requested entry of an order:

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

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

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

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

                      About G & Y Realty

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

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


GASFRAC ENERGY: Obtains Court Approval for Forbearance Agreement
----------------------------------------------------------------
GASFRAC Energy Services Inc. on Jan. 28 disclosed that it has
obtained court approval under the previously announced Companies'
Creditors Arrangement Act ("CCAA") proceedings in respect of a
forbearance agreement, entered into between GASFRAC and its
subsidiaries and the Corporation's primary secured lender, PNC Bank
Canada Branch, pursuant to which PNC has agreed, subject to certain
conditions and restrictions, to forbear from exercising remedies
under its existing secured loan documents that they are entitled to
exercise with respect to specific defaults by GASFRAC under such
secured loan documents, until March 2, 2015, or a date on which an
event of default under the forbearance agreement occurs.  In
addition thereto, PNC has also agreed to increase the line of
credit available to the Corporation to a maximum amount of
$39,500,000 to enable the Corporation to fund ongoing operations.

The Corporation also received court approval to extend the existing
stay of certain creditor claims and the exercise of contractual
rights until March 18, 2015, which will enable the Corporation and
its operating subsidiaries to maintain normal business operations,
as well as to provide the necessary protection for the Corporation
to continue a restructuring process under the oversight of the
Monitor and with the advice of the Corporation's professional
advisors.

The Corporation further received court approval for the
implementation of a sale and investment solicitation process ("SISP
Procedure") to be conducted within the CCAA proceedings under the
supervision of the Monitor and a Special Committee of independent
directors of the Corporation consisting of Julien Balkany
(Chairman), Dale Tremblay and Robert McBean.  The goal of SISP
Procedure is to generate the highest possible bids for the
acquisition of the business or the assets of the Corporation or a
refinancing or recapitalization of the Corporation, and depending
on the outcome of the SISP, may formulate a plan of compromise or
arrangement for all stakeholders of the Corporation.  The court has
approved the appointment of CIBC World Markets Inc. to act as
agent, investment banker and financial advisor to the Corporation
in connection with any proposed financing or sale transactions that
may arise under the SISP Procedure and the CCAA proceedings.

The SISP Procedure describes the manner in which prospective
bidders may gain access to or continue to have access to due
diligence materials concerning the Corporation and its assets, the
manner in which bidders and bids become Qualified Bidders or
Qualified Bids (as each term is defined under the SISP Procedure),
respectively, the receipt and negotiations of Qualified Bids
received, the ultimate selection of the successful bidder and the
approval thereof by the Corporation, PNC and the court.

The Monitor will supervise the SISP Procedure.  Qualified Bidders,
if they wish to submit a bid, will be required to deliver written
copies of a bid proposal to CIBC, with a copy to the Monitor, at
the addresses specified in the SISP Procedure, no later than 12:00
p.m. (Mountain Standard Time) on February 24, 2015, or such other
date or time as may be agreed by CIBC, in consultation with the
Monitor, the Corporation and PNC.  Late bids will not be
considered.  The bid proposal must be in the form of an agreement
for the acquisition of GASFRAC or its assets, business or
undertaking, or any combination thereof, or some other form of
transaction (including without limitation, a refinancing or
recapitalization).  The bid-proposal agreement must be in a form
such that if it is accepted by GASFRAC, it will result in a final
and binding agreement.

Under the CCAA proceedings, it is expected that the Corporation's
operations will continue uninterrupted in the ordinary course of
business and obligations to employees, key suppliers of goods and
services and obligations to the Corporation's customers, during the
CCAA proceedings and SISP Procedure, will continue to be met on an
ongoing basis and that the Corporation's management will remain
responsible for the day-to-day operations of the Corporation.

Ernst & Young Inc. has been appointed Monitor of the Corporation
for the CCAA proceedings and SISP Procedure.  A copy of all court
orders or amendments thereto, the SISP Procedure and other details
related thereto may be accessed on the Monitor's website at
www.ey.com/ca/gasfracenergy

The Monitor has also established the following information hotline
related to enquiries regarding the CCAA process, at 403-206-5060.

The Corporation has been advised that trading in the common shares
of the Corporation on the Toronto Stock Exchange ("TSX") will be
delisted on February 20, 2014 for failure to meet the continued
listing requirements of the TSX.  In view of the foregoing, the
Corporation intends to immediately seek a listing on the TSX
Venture Exchange Inc. pursuant to the streamlined listing procedure
under the policies of the TSXV.

The Corporation also announces that Mark Williamson has resigned as
Chairman, Interim Chief Executive Officer and a director of the
Corporation and Larry Lindholm has resigned as a director of the
Corporation, both to pursue other business opportunities and to
avoid any concerns regarding potential conflicts of interest
involving the Corporation or the SISP Procedure.  The Corporation
thanks each of them for their dedication, hard work and
contributions to the Corporation and wishes them well in their
future endeavors.

Mr. Williamson's position will not be filled in the short term
given the court supervised CCAA proceedings.

Lori-McLeod Hill will continue in her role as Chief Financial
Officer of the Corporation to assist in the court supervised SISP
and restructuring activities with supervision of the Special
Committee of the Corporation, who remain actively involved in the
overall process.

Further news releases will be provided on an ongoing basis
throughout the CCAA process as may be determined necessary.

                      About GASFRAC Energy

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

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

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

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


GENERAL MOTORS: Rejects Senator's Bid to Extend Claim Deadline
--------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. rejected a request by U.S. Sens. Richard
Blumenthal (D., Conn.) and Edward J. Markey (D., Mass.) to extend
their ignition switch compensation fund claim deadline for a second
time until the Justice Department completes its investigation into
the recall delay.

According to the report, the auto maker extended the deadline last
month to Jan. 31 from Dec. 31 after it was reported that a
potential victim eligible for a payout didn’t have enough time to
submit a claim.  The report related that GM Ignition Compensation
Claims Resolution Facility, administered by Kenneth Feinberg and
Camille Biros, received 3,068 claims as of Jan. 23.

                       About General Motors

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

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

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

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

                        *     *     *

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

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

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


GIORDANO'S ENTERPRISES: Plans Downtown Eatery, Suburban Locations
-----------------------------------------------------------------
Pizza chain Giordano's Enterprises Inc. CEO Yorgo Koutsogiorgas
said that the Company plans a Downtown, Indianapolis eatery and
suburban locations, including Carmel, Liz Biro at Indystar.com
reports.  A Downtown lease could be signed in the next 60 to 90
days, the report states, citing the CEO.  According to the report,
the store could open within a year, with suburban addresses to
follow in 2017.

Indystar.com recalls that expansion seemed unlikely in February
2011, when the Company filed for Chapter 11 bankruptcy.  In that
same year, a Victory Park Capital-led investment group acquired the
Company's restaurants through an auction and Mr. Koutsogiorgas, a
former Maggiano's executive, took the Company's helm, the report
adds.

Citing Mr. Koutsogiorgas, Indystar.com relates that the Company
rebounded by refurbishing its stores, hiring talented, passionate
managers and updating its menu without sacrificing its signature,
deep-dish stuffed pizza.

The Company, according to Indystar.com, also plans restaurants in
northwest Indiana.  Mr. Koutsogiorgas said that a Minneapolis
opening is scheduled for April next year, Indystar.com reports.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank about $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third
provided DIP financing of up to $35,983,563.

Philip V. Martino was appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.

The pizza chain was auctioned on Nov. 16, 2011, and ultimately
sold for $61.6 million to an investor group led by Chicago-based
private equity firm Victory Park Capital.  The Debtor was renamed
to GEI-RP following the sale.


GLYECO INC: David Ide Named Interim CEO
---------------------------------------
GlyEco, Inc., announced its board has appointed David Ide as
interim CEO and president and Dwight Mamanteo as a non-executive
Chairman of the Board.  The appointments, part of GlyEco's
leadership transition plan, prepare the Company for its next phase
of growth.

John Lorenz decided to step down as chief executive officer,
president, and Chairman of the Board effective Feb. 1, 2015.

"We've laid a tremendous foundation for GlyEco over the past
several years," stated John Lorenz, who will remain a member of the
Company's board with the title Chairman Emeritus.  "This foundation
has exponentially increased capacity at our seven processing
centers and put the infrastructure in place to run high volumes of
recycled glycol.  The years of hard work in building this
foundation set the stage for our focus to transition to sales and
production in 2015.  The leadership transition plan approved by our
board is the next step in this process."

Mr. Ide brings a wealth of experience and capabilities to GlyEco as
a technology entrepreneur and an experienced CEO, chairman,
patented inventor, and director.  David has served as a
non-executive chairman, independent director, investor, and advisor
to technology and start-up ventures.  From December 2011 to
November 2014, Ide served as non-executive Chairman of Spindle,
Inc.  Before this, he served as a founder and the Chairman and CEO
of Modavox, Inc., from 2006 to 2009 a pioneer in targeted marketing
technology for Fortune 100 companies.  Prior to 2005 Mr. Ide served
as president of a successful digital agency in Arizona focused on
ecommerce, targeted and demand marketing, CMS, and SaaS platforms
for fortune 500 companies.

Since 2004, Mr. Mamanteo has served as a portfolio manager at
Wynnefield Capital, Inc.  In addition, Mamanteo serves on the Board
of Directors of multiple NASDAQ-listed companies, including MAM
Software Group, a provider of innovative software and data
solutions for a wide range of businesses, including those in the
automotive aftermarket, and ARI Network Services, a provider of
products and solutions that serve several vertical markets with a
focus on the outdoor power, power sports, marine, RV, and appliance
segments.  Mamanteo received an M.B.A. from the Columbia University
Graduate School of Business and a B.Eng. in Electrical Engineering
from Concordia University (Montreal).

The Company will conduct a search to identify and select a
successor to the CEO and president positions.

                        About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

GlyeCo reported a net loss of $4.01 million in 2013, a net loss of
$1.86 million in 2012, and a net loss of $592,000 in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $15.5
million in total assets, $2.49 million in total liabilities and
$13.03 million in total stockholders' equity.

Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has yet to achieve profitable
operations and is dependent on its ability to raise capital from
stockholders or other sources to sustain operations and to
ultimately achieve viable profitable operations.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


GT ADVANCED: US Trustee Tries to Block Bonuses for Executives
-------------------------------------------------------------
Vikas Shukla at Valuewalk.com reports that the U.S. Trustee William
K. Harrington has objected to GT Advanced Technologies Inc's motion
for court authorization to pay its top executives millions of
dollars in bonuses, saying that the request came at a time when
hundreds of the Company's workers had lost jobs.

Valuewalk.com recalls that in December 2014, the Company, saying
that it needed to retain senior executives during the crucial
restructuring phase, asked the Bankruptcy Court to approve its
executive bonuses.  According to the report, the Company had
proposed three programs to pay out almost $6 million in bonuses to
top executives.

According to Valuewalk.com, the Company's equity holders still have
no clue whether they would receive any return on their investments
after the Company's failed venture with Apple Inc.

Mr. Harrington said in court documents that the Company has
admitted that its bankruptcy resulted from its decision to pursue
the Apple relationship, a decision devised and pursued by the same
executives whom it wants to pay millions of dollars in bonuses.

The bonuses would be paid only after the Company met its various
goals to turn around its business, Valuewalk.com reports, citing
the 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.


HARRIS LAND: U.S. Trustee Seeks Dismissal or Conversion
-------------------------------------------------------
The U.S. Trustee asks the Bankruptcy Court to dismiss the Chapter
11 case of Harris Land Development LLC, or in the alternative,
convert it into a Chapter 7 case, whichever is in the best
interests of creditors and the estate.

The U.S. Trustee notes that the Debtor has failed to file a Plan
and Disclosure Statement, even though it has received two
extensions in which to do so.  The Debtor's plan was first due on
Aug. 26, 2014, but on that date, the Debtor filed a motion
requesting an extension through Oct. 10, 2014.  The Debtor again
failed to file a Plan by the Oct. 10 deadline.  The Court issued a
show-cause order regarding the failure to file a Plan.  On Nov. 4,
2014, the Debtor responded to the show-cause order by requesting an
additional extension through Jan. 3, 2015.  The Court granted a
second extension through Jan. 5, 2015.  To date, Debtor has neither
filed its Plan nor requested an additional extension in which to do
so.

The U.S. Trustee further points out that on Nov. 12, 2014, Midwest
Independent Bank (MIB) filed a motion for a final order lifting the
automatic stay and terminating cash collateral orders due to
Debtor's failure to sell certain property within the period
previously approved by the Court.  On Dec. 1, 2014, the Court
granted MIB's Motion and entered the final order lifting the
automatic stay.  The final order lifting the stay affected 14
rental properties of the Debtor.

The U.S. Trustee asserts that cause exists to dismiss the Debtor's
Chapter 11 case or to convert it into a Chapter 7 proceeding,
citing these reasons:

   (a) The Debtor's failure to comply with an order of the Court,
       i.e., the Court's order of Nov. 5, 2014, directing Debtor
       to file a Plan and Disclosure Statement by Jan. 5, 2015,
       11 U.S.C. Sec. 1112(b)(4)(E).

   (b) The Debtor's failure to file a Disclosure Statement, or to
       file or confirm a Plan, within the time fixed by the
       Bankruptcy Code or by order of the court. 11 U.S.C.
       Sec. 1112(b)(4)(J).

The U.S. Trustee is represented by:

         Jerry L. Phillips
         Office of the United States Trustee
         United States Courthouse
         400 E. 9th Street, Room 3440
         Kansas City, MO 64106
         Telephone: (816) 512-1940
         Telecopier: (816) 512-1967
         E-mail: jerry.l.phillips@doj.gov

                        About Harris Land

Harris Land Development LLC is a limited liability company
organized to engage in the business of owning and managing
numerous property in and around the St. Roberts, Missouri.

Harris Land filed a Chapter 11 petition on Sept. 22, 2010 (Bankr.
W.D. Mo. Case No. 10-62322).  The Debtor operated under a Plan
confirmed in a case for over three years, but was unable to
complete the plan or close the case.  The case was dismissed on
June 13, 2014.

Harris Land Development again sought Chapter 11 protection (Bankr.
W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014.  The Debtor disclosed $16,534,000 in assets and $11,107,302
in liabilities as of the Chapter 11 filing.  

The Debtor continues to manage and operate its business as a
debtor-in-possession.


HAWKER ENERGY: Has $1.64-Mil. Net Loss in Nov. 30 Quarter
---------------------------------------------------------
Hawker Energy Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $1.64 million on $10,300 of oil revenues for the three months
ended Nov. 30, 2014, compared with a net loss of $76,000 on $25,800
of oil revenues for the same period during the prior year.

The Company's balance sheet at Nov. 30, 2014, showed $2.31 million
in assets, $3.45 million in liabilities, and a stockholders'
deficit of $1.14 million.

As of Nov. 30, 2014, the Company had total current assets of $1.56
million but a working capital deficit of $1.57 million.  The
Company incurred a net loss of $1.63 million for the three months
ended Nov. 30, 2014 and an accumulated net loss of $3.68 million
since inception.  The Company has earned insufficient revenues
since inception and its cash resources are insufficient to meet its
planned business objectives.  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/QIz4sS

Redondo Beach, Calif.-based Hawker Energy Inc., formerly Sara
Creek Gold Corp., is engaged in oil and gas exploitation business.
The Company focuses to acquire and develop mature leases,
interests and other rights to oil and gas producing properties.

The Company filed its annual report on Form 10-K, reporting
a net loss of $1.69 million on $126,000 of total revenue for the
year ended Aug. 31, 2014, compared with a net loss of $42,000 on
$80,800 of total revenue for the same period in 2013.

The Company's balance sheet at Aug. 31, 2014, showed $2.13 million
in total assets, $2.81 million in total liabilities, and a
stockholders' deficit of $677,000.

L.L. Bradford & Company, LLC, expressed substantial doubt on the
ability of Hawker Energy Inc. to continue as a going concern due
to its recurring losses from operations.



HD SUPPLY: Ricardo Nunez Quits as SVP, Gen. Counsel & Secretary
---------------------------------------------------------------
Ricardo Nunez, senior vice president, general counsel and corporate
secretary, resigned from his position at HD Supply effective Jan.
27, 2015, according to a regulatory filing with the U.S. Securities
and Exchange Commission.  Upon his departure, contingent upon
execution of a release, non-competition and non-solicitation
agreement, Mr. Nunez will receive two years of salary continuation,
an $18,455 net of tax cash payment in lieu of benefits, and will
retain his company car net of tax, laptop and cell phone.  Options
to purchase 57,200 shares will be vested on termination and
execution of the release, non-competition and non-solicitation
agreement and will be exercisable for one year.

Dan McDevitt has been appointed to serve as general counsel and
corporate secretary effective Jan. 27, 2015.  Mr. McDevitt joined
HD Supply in February 2010.  He has served as vice president, legal
of HD Supply since 2012.  Before joining the Company, Mr. McDevitt
was a partner at the law firm King & Spalding.  In order to enable
a seamless transfer of responsibility to Mr. McDevitt, Mr. Nunez
will remain employed with HD Supply through April 1, 2015.

Steven N. Margolius, president and chief executive officer, HD
Supply Power Solutions, has accepted a new role as chief
administrative officer of HD Supply Facilities Maintenance, a newly
created position reporting directly to Anesa Chaibi.  John Tisera,
who has served as regional vice president for the Southeast Region
of HD Supply Power Solutions since 2013, will expand his
responsibilities to assume the role of president, HD Supply Power
Solutions.

                           About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

HD Supply reported a net loss of $218 million for the fiscal year
ended Feb. 2, 2014, a net loss of $1.17 billion for the fiscal
year ended Feb. 3, 2013, and a net loss of $543 million for the
year ended Jan. 29, 2012.

As of Nov. 2, 2014, the Company had $6.52 billion in total assets,
$7.18 billion in total liabilities, and a $657 million
stockholders' deficit.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply's corporate family rating to 'B3' from 'Caa1'.
"This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017," Moody's said.

HD Supply carries a 'B' corporate credit rating, with negative
outlook, from Standard & Poor's Ratings Services.



HEI INC: Committee to Object to Firms' Duplicative Services
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of HEI, Inc., expressed concern that the Debtor's employment
of two law firms might result in duplication of legal services and
thus duplication of attorney fees charged to the estate.

According to the Committee, the Debtor sought to employ Fredrikson
& Byron, P.A. as its bankruptcy counsel, and Winthrop & Weinstine,
P.A., as special corporate counsel for general corporate matters
and on mergers and acquisitions and securities work that may
arise.

The Committee said that it does not object to the employment of
Winthrop, but reserves the right to object to any duplicative
services and fees.

                          About HEI, Inc.

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

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

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

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


HOME FEDERAL SAVINGS, DETROIT: Paperless Retainer Valid vs. FDIC
----------------------------------------------------------------
Law360 reported that an outside general counsel can pursue
outstanding fees from a Detroit bank's collapse into receivership
without producing a written retainer agreement, the U.S. Court of
Appeals for the Sixth Circuit ruled, rejecting the Federal Deposit
Insurance Corp.’s broad reading of a documentation requirement.

According to the report, the Sixth Circuit said L. Fallasha Erwin
and his firm Commercial Law Corp. are not precluded under federal
law from holding the FDIC responsible for $177,000 in unpaid legal
bills even in the absence of a written fee arrangement with his
client Home Federal Savings Bank.

The appeals case is Commercial Law Corp., P.C. v. FDIC, Case No.
14-1399 (6th Cir.).

The Troubled Company Reporter reported that Home Federal Savings
Bank, Detroit, Michigan, was closed November
6, 2009, by the Office of Thrift Supervision, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Liberty Bank and Trust Company, New Orleans,
Louisiana, to assume all of the deposits of Home Federal Savings
Bank.


HOSPITALITY STAFFING: Wins Dismissal of Bankruptcy Cases
--------------------------------------------------------
The Bankruptcy Court dismissed the Chapter 11 cases of Hospitality
Liquidation I, LLC, formerly known as, HS Holding, LLC, et al.

The Debtors are also authorized to pay the accrued and unpaid
administrative claims and quarterly fees.

As reported in the Troubled Company Reporter on Dec. 19, 2014, the
Debtors requested that the Court (i) approve the dismissal of their
Chapter 11 cases; (ii) authorize the payment of accrued
and unpaid administrative claims, including professional fees and
all U.S. Trustee fees; (iii) authorize payment of all remaining
funds toward satisfaction of the DIP financing, approved
professional fees and all U.S. Trustee fees; and (iv) approve the
dissolution of the Debtors.

               About Hospitality Staffing Solutions

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com/-- is a hospitality staffing company.  
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.  HSS Holding disclosed assets of undetermined
amount and liabilities of $22,910,994.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.

Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.

The Debtors filed for bankruptcy to facilitate a sale of the
business to HS Solutions Corporation, an entity formed by LJC
Investments I, LLC and a group of investors including Littlejohn
Opportunities Master Fund, L.P., Caymus Equity Partners and
Management, and SG Distressed Debt Fund LP.  The investor group
acquired $22.9 million of the secured bank debt on Oct. 11, 2013.
That debt is in default.

The asset purchase agreement with HS Solutions was approved by the
Court on Dec. 13, 2013.  The sale closed on Jan. 24, 2014.



I2A TECHNOLOGIES: Court Grants Heritage Bank Relief From Stay
-------------------------------------------------------------
The U.S. Bankruptcy Court, according to i2a Technologies, Inc.'s
case docket, granted secured creditor Heritage Bank of Commerce's
motion for relief from stay.

The order was entered on Jan. 23, 2015.

The Court on Jan. 16 approved a joint stipulation that would
provide HBC relief from the automatic stay relating to the Debtor's
personal business property located at 3401 West Warren Ave.,
Fremont, California, in which HBC has a security interest, if the
Debtor's landlord prevails on its own motion for relief from stay.

The Debtor had objected to HBC's motion for stay relief, arguing
that pursuant to the stipulation, the parties agreed that the Court
may only lift the automatic stay effective March 1, 2015.

HBC said it filed its own motion for stay relief based upon the
fact that the Debtor's landlord, Dolce Farr Niente, LLC, filed a
similar bid.  HBC wants to get earlier relief from stay if the
Court grants Dolce Farr's motion.

The Debtor also has filed an opposition to Dolce Farr's motion for
relief from stay.

                      About i2a Technologies

Based in Fremont, California, i2a Technologies, Inc. --
http://www.ipac.com/-- provides manufacturing services to  
semiconductor and electronics industries including integrated
circuit packaging, system and module assembly, wafer bumping, and
related services.

The Company filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Cal. Case No. 14-44239) on Oct. 20, 2014.  The case is assigned
to Judge Charles Novack.  The petition was signed by Victor
Batinovich, the CEO.  The Debtor estimated assets and liabilities
of $10 million to $50 million.  The Debtor is represented by Eric
A. Nyberg, Esq., at Kornfield, Nyberg, Bendes & Kuhner, P.C.

The Debtor disclosed $6,788,961 in assets and $3,263,172 in
liabilities as of the Chapter 11 filing.


I2A TECHNOLOGIES: Court Okays 2nd Cash Collateral Stipulation
-------------------------------------------------------------
U.S. Bankruptcy Judge Charles Novack approved a second interim
stipulation authorizing i2a Technologies, Inc., to use the cash
collateral in which secured creditors assert an interest.

The stipulation was entered among the Debtor, Heritage Bank of
Commerce and Wells Fargo Bank.  The Debtor will grant Heritage Bank
and Wells Fargo replacement liens, with Wells Fargo's lien that is
subordinate to Heritage Bank.

As reported in the Troubled Company Reporter on Dec. 26, 2014,
pursuant to the Second Cash Collateral Stipulation, the Debtor is
authorized to use the cash collateral of HBC pursuant to the
initial budget attached to the second cash collateral stipulation
until Dec. 31, 2014; and thereafter until Feb. 28, 2015, pursuant
to budgets to be provided to HBC for the months of January and
February.

During the initial month of the Second Cash Collateral Stipulation,
the Debtor will use $112,000 of cash collateral.  As
a condition of the use of the cash collateral pursuant to the
second cash collateral stipulation, HBC will be granted a
postpetition replacement lien solely to the extent there is any
diminution in the value of HBC's prepetition collateral.  In
addition, Wells Fargo Bank will also be given a replacement lien
on the same terms as HBC and to the same extent, validity and
priority of any prepetition lien.

Concurrently with the Second Cash Collateral Stipulation, the
Debtor and HBC are entering into a stipulation for relief from
stay in favor of HBC if by Feb. 28, 2015, certain events in the
case have not taken place.

Finally, under the Second Cash Collateral Stipulation, HBC will be
paid an adequate protection payment of $3,500 in December, $8,000
in January and $8,000 in February.  Wells Fargo will be paid
adequate protection payments of $1,500 in December, January and
February.

The Debtor would use the collateral in order to continue to
operate its business.

A copy of the terms of the Stipulation is available for free at

http://bankrupt.com/misc/i2aTechnologies_48_motionCCHeritage.pdf

The Debtor acknowledges that, as of the Petition Date, the
outstanding principal indebtedness owed to HBC pursuant to the
Loans is $1.42 million.

                      About i2a Technologies

Based in Fremont, California, i2a Technologies, Inc. --
http://www.ipac.com/-- provides manufacturing services to  
semiconductor and electronics industries including integrated
circuit packaging, system and module assembly, wafer bumping, and
related services.

The Company filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Cal. Case No. 14-44239) on Oct. 20, 2014.  The case is assigned
to Judge Charles Novack.  The petition was signed by Victor
Batinovich, the CEO.  

The Debtor is represented by Eric A. Nyberg, Esq., at Kornfield,
Nyberg, Bendes & Kuhner, P.C.

The Debtor disclosed $6.79 million in assets and $3.26 million in
liabilities as of the Chapter 11 filing.



IBCS MINING: Disclosure Statement Hearing Set for March 23
----------------------------------------------------------
The Hon. Rebecca B. Connelly of the U.S. Bankruptcy Court for the
Western District of Virginia will hold a hearing on March 23, 2015
at 10:00 a.m. at Charlottesville, Room 200, US Courthouse, 255 W
Main St. in Charlottesville, Virginia, to consider the adequacy of
the disclosure statement explaining the plan of IBCS Mining Inc.
Objections, if any, are due March 16, 2015.

The Bankruptcy Court on on Dec. 17 authorized IBCS Mining to sell
its Kentucky assets to Southern Coal Corp. for $1.35 million in
cash plus the assumption of specified liabilities.  From the first
proceeds of the sale, IBCS will pay off bankruptcy loan by
Community Trust Bank Inc., according to a Bloomberg News report.

Requests for copies of the Disclosure Statement and Plan must be
mailed to Robert S. Westermann, Esq. at:

   Robert S. Westermann, Esq.
   HIRSCHLER FLEISCHER, P.C.
   The Edgeworth Building
   2100 East Cary Street
   Post Office Box 500
   Richmond, VA 23218-0500

                        About IBCS Mining

IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case Nos. 14-61215
and 14-61216) on June 27, 2014.  The Court on July 8, 2014,
authorized the joint administration of the cases.  The cases are
assigned to Judge Kevin R. Huennekens.  

IBCS Mining estimated assets and debts of at least $10 million.
IBCS Mining Inc. disclosed $6.91 million in assets and $7.28
million in liabilities.  

Hirschler Fleischer, P.C., serves as the Debtors' counsel.  The
U.S. Trustee for Region 4 appointed two creditors to serves in an
official committee of unsecured creditors.


IBCS MINING: Gets Interim Approval to Use Financing
---------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
issued an interim order authorizing IBCS Mining Inc. and its
debtor-affiliates to obtain limited post-petition financing.  The
terms of the post-petition financing:

  Interest Rate       8.00%

  Maturity Date       Matures upon confirmation of a plan of
                      reorganization for IBCS KY

  Events of Default   None

  Liens               Priming lien on Pond Creek seam and proceeds

                      thereof borrowing Limits $50,000

  Borrowing           Prior to any advances, the CRO shall consult

  Conditions          with counsel for BB&T and the U.S. Trustee

The final hearing is scheduled for March 23, 2015, at 10:00 a.m. in
Room 200, US Courthouse, 255 W. Main St. in Charlottesville,
Virginia.  Objections to the entry of the final order will be in
writing and will be filed with the Clerk of the Court, on or before
4:00 p.m. (prevailing Eastern time) on the date that is five
business days prior to and excluding the date of the final
hearing.

                        About IBCS Mining

IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case Nos. 14-61215
and 14-61216) on June 27, 2014.  The Court on July 8, 2014,
authorized the joint administration of the cases.  The cases are
assigned to Judge Kevin R. Huennekens.  

IBCS Mining estimated assets and debts of at least $10 million.
IBCS Mining Inc. disclosed $6.91 million in assets and $7.28
million in liabilities.  

Hirschler Fleischer, P.C., serves as the Debtors' counsel.  The
U.S. Trustee for Region 4 appointed two creditors to serves in an
official committee of unsecured creditors.


IMH FINANCIAL: Board Appoints Lisa Jack Chief Financial Officer
---------------------------------------------------------------
The board of directors of IMH Financial Corporation accepted the
resignation of Steven T. Darak, effective Jan. 21, 2015 , as the
Company's chief financial officer pursuant to a process
contemplated under Mr. Darak's employment agreement.  Mr. Darak
will continue to serve as the Company's chief accounting officer.

The Board appointed Lisa Jack as the Company's chief financial
officer.  Pursuant to an Executive Employment Agreement between the
Company and Ms. Jack, dated Jan. 21, 2015, Ms. Jack has agreed to
serve until Jan. 21, 2018, unless her employment is sooner
terminated.

Ms. Jack comes to IMH from Irvine, Calif., where she served as
chief financial officer at Arch Bay Capital, a mortgage hedge fund
that managed loans and real estate valued in excess of $3.5
billion.  Before joining the hedge fund community at Arch Bay, Lisa
was the corporate controller of Thompson National Properties, LLC,
and its non-traded REIT, which managed over 130 commercial
properties.  Previously, Lisa was the chief financial officer of
Capital Pacific Homes, the Southern California division of a large
regional, public homebuilder where she was responsible for all
financial operations and strategic business plan management.  She
is a seasoned accounting and finance executive with over 15 years
of comprehensive experience in corporate accounting and finance,
operational restructuring, financial analysis and forecasting, risk
management oversight and compliance.  A Certified Public Accountant
in both Texas and California, Ms. Jack began her career with Arthur
Andersen, LLP. Ms. Jack graduated summa cum laude from Texas A&M
with a Master of Science in Accounting and a Bachelor of Business
Administration in Accounting.

Ms. Jack will receive an annual base salary of $320,000.  Ms. Jack
is also entitled to receive 11.5% of the Executive Bonus Pool (as
that term is defined in the Company's Annual Incentive Compensation
Plan).

"We're cultivating and recruiting a dynamic team of talented
executives to reflect our adjusted business and portfolio
strategy," said Lawrence Bain, Chairman and CEO of IMH.  "With the
addition of these new leaders and the promotion of experienced
colleagues, IMH expands its focus on enhancing property performance
and value for greater profits."

Jonathan Brohard was named executive vice president and general
counsel for IMH and assumed the duties of corporate secretary.  Mr.
Brohard will also serve as IMH's chief compliance officer and
director of Human Resources, and will oversee all of IMH's legal
matters, including management of internal and external legal
counsel.  Most recently, Mr. Brohard was an equity shareholder at
Polsinelli, PC, a national AmLaw 100 law firm.  Previously, he
served as president of a real estate investment and management
company with more than 135 properties located across 22 states, and
more than 240 employees.  Mr. Brohard has extensive legal and
practical experience with real estate acquisitions, sales,
financing, development, operations and management.  This experience
encompasses complex financing structures, including institutional
debt and equity, private equity, joint ventures and syndications.
Mr. Brohard has also previously practiced law at Squire Patton
Boggs (formerly Squire, Sanders & Dempsey) and Gallagher & Kennedy.
Mr. Brohard received his B.S. in Finance, summa cum laude, at West
Virginia University, and his law degree from the University of
Virginia.

Mr. Brohard will receive an annual base salary of $425,000.  Mr.
Brohard is also be entitled to receive 11.5% of the Executive Bonus
Pool as additional incentive-based compensation with a guaranteed
minimum payment of $175,000 for 2015.

Ryan Muranaka re-joins IMH as senior vice president and director of
Underwriting and Asset Management.  Mr. Muranaka will oversee real
estate lending and investing for IMH, and will be principally
involved with originating real estate related debt, equity and
hybrid transactions, as well as performing extensive credit
analysis and general underwriting for IMH.  A team member at IMH
from 2003 to 2013, Mr. Muranaka most recently assisted with the
development of a new private equity fund and boasts more than 15
years of real estate lending and investment experience.  He has
worked with a variety of borrowers and joint venture partners on a
diverse array of complex transactions.  Mr. Muranaka has a
Bachelors of Arts in business and communications from Arizona State
University.

Greg Hanss has been appointed senior vice president and director of
Operations.  Mr. Hanss joined IMH as a consultant in May 2013, with
primary responsibilities for managing IMH's hotel assets.  In
Greg's new role, he will oversee the day-to-day operations and
performance of all of IMH's operating assets.  Hanss is known in
the hospitality industry for his accomplishments spearheading
luxury hotel and resort openings, structuring effective leadership
teams and developing and sustaining profitable assets.  Prior to
joining IMH, Hanss served as vice president of sales & marketing at
MetWest Terra Hospitality, which boasts a dynamic collection of
eight hotels nationwide.  Hanss played a leading role in launching
the award-winning InterContinental Montelucia Resort & Spa in
Paradise Valley, Arizona, most recently as Managing Director.  Due
to the success of this opening, Greg was recognized as the American
Hotel & Lodging Association Manager of the Year in 2010. He was
also on the Opening teams at the Four Season Resort in Scottsdale,
The Phoenician, and the St. Regis in Aspen.  He is a graduate of
Gonzaga University with a BA in Marketing and Public Relations.

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

IMH Financial reported a net loss of $26.2 million in 2013, a net
loss of $32.2 million in 2012 and a net loss of $35.2 million in
2011.

As of Sept. 30, 2014, the Company had $199 million in total
assets, $97.6 million in total liabilities, $26.8 million in
redeemable convertible preferred stock, and $75.1 million in total
stockholders' equity.


INSTITUTO MEDICO: Oriental Bank Balks at Adequacy of Plan Outline
-----------------------------------------------------------------
Creditor Oriental Bank objects to the disclosure statement
explaining Instituto Medico Del Norte Inc.'s Plan of Reorganization
dated Nov. 11, 2014.

Oriental Bank contends the Debtor has not provided adequate
information as required by 11 U.S.C Sec. 1125 because:

   a. The Debtor does not adequately disclose "officer owner"
compensation;

   b. The Debtor has not produced audited financial statements for
December 2013 or 2014;

   c. The Debtor does not disclose how it will treat the bank's
claim upon the expiration of the plan in 60 months which debt is
amortized supposedly for 30 years.  The Debtor proposed to
restructure the commercial debt in the amount of $$8.95 million for
a period of 60 months amortized over a period of 30 years.

                             The Plan

As reported in the Troubled Company Reporter, Nov 28, 2014, the
Court will convene a hearing on Feb. 3, 2015, at 10:00 a.m., to
consider adequacy of information in the Disclosure Statement
explaining the Debtor's Plan.

Under the Plan, the Debtor will effect payment of all Allowed
Administrative Expense Claims, Priority Tax Claims, Oriental
Bank's Secured Claim and General Unsecured Claims with the
available funds originating from Debtor's operations and the
collection of Debtor's accounts receivable.

                      About Instituto Medico

Instituto Medico del Norte, Inc., aka Centro Medico Wilma N.
Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of
Centro Medico Wilma N. Vazquez, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D.P.R. Case No. 13-08961) on Oct.
30, 2013.  The case is assigned to Judge Mildred Caban Flores.

The Debtor scheduled $20.8 million in total assets and
$20.1 million in total liabilities.  The Debtor, however, said its
real property has a book value of $16.0 million and personal
property is worth $6.11 million.

The Debtor is represented by Fausto David Godreau Zayas, Esq., and
Rafael A. Gonzalez Valiente, Esq., at Latimer Biaggi Rachid &
Godreau, in San Juan, Puerto Rico.  Luis B. Gonzalez & Co. CPA's
P.S.C. serves as accountant.

The U.S. Trustee for the District of Puerto Rico in December
appointed Dr. Carlos Mellado (b/t Lcda Dinorah Collazo Ortiz) as
patient care ombudsman.



ISAACSON STEEL: Case Closing Denied Amid Adversary Proceedings
--------------------------------------------------------------
The U.S. Bankruptcy Court denied the application of Isaacson Steel
Liquidating Trust for final decree closing Isaacson Structural
Steel, Inc., et al.'s Chapter 11 cases.

The Court said that the estates have not been "fully administered"
within the meaning of Section 350(a) of the Bankruptcy Code and
Federal Rule of Bankruptcy Procedure 3022 because there are seven
adversary proceedings remain pending before the Court.

On Dec. 15, 2014, the Debtors filed a motion asking the Court to
enter a final decree closing the cases explaining that the
Effective Date of the Plan occurred on Feb. 18, 2014.

                  About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
and affiliate Isaacson Steel, Inc., filed separate Chapter 11
bankruptcy petitions (Bankr. D. N.H. Case Nos. 11-12416 and 11-
12415) on June 22, 2011.

Isaacson Structural Steel estimated both assets and debts of $10
million to $50 million.  Isaacson Steel estimated assets and debts
of $1 million to $10 million.  The petitions were signed by Arnold
P. Hanson, Jr., president.

Bankruptcy Judge J. Michael Deasy presides over the cases.
William S. Gannon, Esq., Esq., at William S. Gannon PLLC, in
Manchester, New Hampshire, represents the Debtors as counsel.  The
Debtors retained General Capital Partners, LLC to act as their
investment banker.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Daniel W. Sklar, Esq., at Nixon
Peabody LLP, in Manchester, represents the Committee.  Mesirow
Financial Consultants also advises the Committee.



KAIROS DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kairos Development Corporation, Inc.
        5601 Old Branch Ave.
        Temple Hills, MD 20748

Case No.: 15-11158

Chapter 11 Petition Date: January 28, 2015

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

Judge: Hon. Paul Mannes

Debtor's Counsel: James Greenan, Esq.
                  MCNAMEE, HOSEA, ET. AL.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: 301-441-2420
                  Email: jgreenan@mhlawyers.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jay Scruggs, president.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb15-11158.pdf


KANGADIS FOOD: Amended Plan Declared Effective January 23
---------------------------------------------------------
Kangadis Food Inc. informed the U.S. Bankruptcy Court for the
Eastern District of New York that its first amended Chapter 11 plan
of reorganization became effective on Jan. 23, 2015.  To request a
copy of the Debtor's Plan, contact Brian Powers at
SilvermanAcampora LLP at 516-479-6300 or bpowers@sallp.com.

                       About Kangadis Food

Formed in 2003, Kangadis Food Inc. is an importer of olives and
other European delicacies, and a leading distributor of olive oil.
The Debtor sells its products under the brand names "Capatriti,"
"Porto," "Olio Villa," "Zorba," and "Kivotos".  The company is 100%
owned by the Kangadis family.  The company says that for the past
six years, the popularity of its olive oil product sold under the
brand name "Capatriti" has grown over time, and it is one of the
leading brands in the New York metropolitan area.

As of its bankruptcy filing, Kangadis Food employs 51 people, and
operates from a 75,000 square foot facility located in Hauppauge,
New York, that serves as a warehouse, production facility, and
shipping center.

Kangadis Food Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 8-14-72649) in the Central Islip division, in New
York, on June 6, 2014.  Themistoklis Kangadis signed the petition
as chief executive officer.

As of the Dec. 31, 2013, the Debtor, on an unaudited basis, had
total assets of $12,259,802 and total liabilities of $6,136,456,
which amount does not include any disputed claim relating to the
class action.

Judge Robert E. Grossman presides over the case. Silverman Acampora
LLP, in Jericho, New York, serves as the Debtor's counsel.


KIOR INC: Derek Henderson Named as Receiver for Columbus Plant
--------------------------------------------------------------
Jeff Amy at The Associated Press reports that Chancery, Mississippi
judge Kenneth Burns appointed on Jan. 26, 2015, Derek Henderson as
receiver to watch over KiOR, Inc.'s Columbus biofuel refinery, as
owners and creditors seek a buyer.

The AP relates that KiOR financier Vinod Khosla asked for the
appointment of a receiver, saying that he needs protection after
his company Pasadena Investments advanced $572,904 to the Company's
Mississippi subsidiary to continue property insurance.  

According to The AP, Mr. Henderson is supposed to inventory the
property and work to sell it, with his appointment running until
Aug. 1, 2015, and he will be paid $300 per hour.

The AP says that the Mississippi unit KiOR Columbus was not
included was not included in the bankruptcy.  According to the
report, Mississippi Development Authority officials wanted a quick
sale to recoup some of the $79 million the state claims KiOR
Columbus owes on a loan, but Mr. Khosla accused the state of
scaring off potential buyers through aggressive courtroom moves.

Under an agreed court order, the Mississippi Development Authority
will advance money to pay Mr. Henderson and other costs, and the
state will be first in line to get paid.

its money back, behind possibly only taxes and fees owed to the
county.

                          About Kior Inc.

KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively.  KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V.  KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food cellulosic
biomass.

KiOR, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No.
14-12514) on Nov. 9, 2014, in Delaware.   Through the chapter 11
case, the Debtor intends to reorganize its business or sell
substantially all of its assets so that it can continue its core
research and development activities.  KiOR Columbus did not seek
bankruptcy protection.

The Debtor disclosed $58.3 million in assets and $261 million in
liabilities as of June 30, 2014.

The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.  The Debtor's financial
advisor is Alvarez & Marsal.  Guggenheim Securities, LLC, is the
Debtor's investment banker.  Epiq Bankruptcy Solutions, LLC, is the
Debtor's claims and noticing agent.

Pasadena Investments, LLC, as administrative agent for a consortium
of lenders, committed to provide up to $15 million in postpetition
financing.  The DIP Agent is represented by Thomas E. Patterson,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California, and Michael R. Nestor, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware.


KOPPERS HOLDINGS: Moody's Affirms Ba3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service lowered Koppers Holdings Inc.'s
Speculative Grade Liquidity Rating to SGL-3 from SGL-2 following
the company's decision to postpone its unsecured bond offering.
Moody's also affirmed the company's existing ratings, including the
Ba3 Corporate Family Rating ("CFR"), and has withdrawn the rating
assigned to the proposed unsecured notes. The rating outlook
remains negative.

"We believe that the covenant cushion will be tighter as a result
of the postponed bond deal," said Ben Nelson, Moody's Assistant
Vice President and lead analyst for Koppers Holdings Inc.

Issuer: Koppers Holdings Inc.

Corporate Family Rating, Affirmed Ba3;

Probability of Default Rating, Affirmed Ba3-PD;

Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2;

Outlook, Remains Negative.

Issuer: Koppers Inc.

$300 million Senior Secured Notes due 2019, Affirmed Ba3 (LGD3);

$400 million Senior Unsecured Notes due 2020, Withdrawn;

Outlook, Remains Negative.

Ratings Rationale

The Ba3 CFR is principally constrained by industry-related risks
that will make it difficult for the company to return credit
metrics to appropriate levels following the debt-funded acquisition
of certain businesses from Osmose in August 2014. Moody's estimates
financial leverage in the low 5 times (Debt/EBITDA) and interest
coverage in the mid 3 times (EBITDA/Interest) on a pro forma basis
for the twelve months ended September 30, 2014. The rating is also
constrained by exposure to cyclical end markets, volatile
feedstocks, weakening competitive position in several key products
(competitors use an alternative feedstock), legal and environmental
risks, and high customer concentration. The rating considers
favorably solid operational and geographic diversity, strong market
shares in certain businesses, stability in demand over the cycle, a
dearth of available substitutes for some key products, and good
liquidity.

The SGL-3 Speculative Grade Liquidity Rating reflects adequate
liquidity to support operations for at least the next several
quarters. Moody's expects free cash flow will be very modest in
2015. Koppers reported $75 million of cash and over $200 million of
revolver availability on a pro forma basis at September 30, 2014.
The credit agreement contains two financial maintenance covenants:
a senior secured leverage ratio test set at 5.50x and a fixed
charge coverage ratio test set at 1.1x. The company reported 4.4x
and 2.7x, respectively, on these covenants at September 30, 2014.
While the cushion of compliance is reasonable at present, Moody's
expects it will narrow in the coming quarters with weakening
financial performance and scheduled step-downs on the secured
leverage covenant to 5.25x at 4Q14 and 5.00x at 4Q15. Moody's would
lower the short-term liquidity rating to SGL-4 if we expected a
covenant breach in the next 12-15 months.

The negative rating outlook reflects expectations for financial
leverage to remain above 4 times at least through the end of 2015.
We could downgrade the rating if, over the next few quarters, the
company does not demonstrate clear progress towards getting back on
track to reduce leverage to below 4 times, raise retained cash
flow-to-debt in the low-to-mid teens, and improve proactively its
liquidity position. An upgrade is unlikely at the current time
given the company's weak metrics. But, we could upgrade the rating
if the company's leverage is sustained below 3 times, generates
free cash flow consistently in excess of 10% of debt, and maintains
solid liquidity to cover unforeseen expenses.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 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.

Koppers Holdings Inc. produces carbon compounds and treated wood
products used in the aluminum, chemical, railroad, residential
lumber, and steel industries. Headquartered in Pittsburgh, Pa., the
company generated $1.4 billion in revenue for the twelve months
ended September 30, 2014, or about $1.8 billion on a pro forma
basis considering the acquisition of certain businesses from Osmose
Holdings, Inc. in August 2014.



LABORATORY PARTNERS: Case Transferred to Judge Laurie Selber
------------------------------------------------------------
Chief U.S. Bankruptcy Judge Brendan Linehan Shannon on Jan. 7,
2015, entered an order transferring the Chapter 11 case of
Laboratory Partners, Inc., to the Honorable Laurie Selber.

                  About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.  In its assets, the Debtor disclosed
$43,034,702.91 in total assets and at least $132,357,067.42 (plus
unknown) in total liabilities.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  The Debtors are
represented by Robert J. Dehney, Esq., Derek C. Abbott, Esq.,
Andrew R. Remming, Esq., and Ann R. Fay, Esq., at Morris, Nichols,
Arsht, and Tunnell, LLP in Wilmington, Delaware; and Leo T.
Crowley, Esq., Jonathan J. Russo, Esq., and Margot Erlich, Esq.,
at Pillsbury, Winthrop, Shaw, Pittman, LLP in New York, NY.  BMC
Group Inc. serves as claims and administrative agent.  Duff &
Phelps Securities LLC serves as the Debtors' investment bankers.

The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.

In March 2014, the Bankruptcy Court authorized the Debtors to sell
their so-called "Talon Division," which refers to the clinical
laboratory and anatomic pathology services to (i) physicians,
physician officers and medical groups in Indiana, Illinois, and
(ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to
Laboratory Corporation of America Holdings for $10.5 million.  An
auction was cancelled after the Debtors received no competing bid
during the bid deadline.  The Court also authorized the Debtors to
sell certain of their assets relating to their nuclear medicine
business to Union Hospital, Inc.

In June 2014, the Debtors won Court approval to sell its long-term
care (LTC) division to Amerathon LLC for a $5.5 million credit
bid.  Amerathon is a joint venture between American Health
Associates, Inc., and the Debtor's prepetition senior secured
lender.

On July 10, 2014, Judge Walsh confirmed the Debtors' First Amended
Joint Chapter 11 Plan.  The implementation an execution of the
Plan includes the effectuation of the transaction contemplated by
the asset purchase agreement involving the Debtors' Long Term Care
division; the dissolution of the Debtors; the eventual vesting of
the remaining assets in the LPI Plan Trust, which will be
liquidated and distributed in accordance with the Plan terms.


LEHMAN BROTHERS: LBI Trustee Files Motion for 2nd Distribution
--------------------------------------------------------------
James W. Giddens, Trustee for the liquidation of Lehman Brothers
Inc. (LBI) under the Securities Investor Protection Act, on Jan. 28
filed a motion with the Bankruptcy Court seeking a second interim
distribution totaling approximately $2.2 billion to unsecured
general creditors with allowed claims.

"When this liquidation began, the possibility of a general estate
was in doubt, and the fact that general creditors now stand to
receive 27 percent of their allowed claims is a significant
achievement," Mr. Giddens said.  "We will continue winding down the
estate and working toward additional distributions to general
creditors, while maintaining appropriate reserves and protecting
claimants' interests and due process rights."

The Trustee has distributed more than $3.7 billion to LBI's
creditors since July 2014 and now seeks the Court's approval to
increase distributions to unsecured general creditors by
approximately $2.2 billion.  If approved, this second interim
distribution would achieve an approximately 27 percent distribution
to unsecured general creditors.

In total, customers have received more than $106 billion, fully
satisfying the 111,000 customer claims.  Secured, priority, and
administrative creditors have also received 100 percent
distributions.  The Trustee's principal focus is now to resolve
remaining claims and make further general creditor distributions in
order to close the estate as promptly as possible.

Together, the customer and general creditor distributions represent
the largest distributions across the worldwide Lehman insolvency
proceedings, and it would not have been possible without the
assistance of the Securities Investor Protection Corporation and
the Securities and Exchange Commission, and the oversight of United
States Bankruptcy Court judges, the Honorable James M. Peck and the
Honorable Shelley C. Chapman.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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


MEDICURE INC: Announces Shares for Debt Settlements
---------------------------------------------------
Medicure Inc. disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that it has entered into shares
for debt agreements with certain members of the Board of Directors
and a consultant, pursuant to which the Company will issue 108,206
of its common shares at a deemed price of $1.44 per common share to
satisfy $155,816 of outstanding amounts owing to these individuals.
These settlements do not include Dr. Albert Friesen, Chair and
chief executive officer of the Company.  The shares will be subject
to resale restrictions for a period of four months from the date of
issuance under applicable securities legislation.

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

Medicure Inc. reported a net loss of C$1.63 million for the year
ended May 31, 2014, compared to a net loss of C$2.57 million for
the year ended May 31, 2013.

As of Aug. 31, 2014, the Company had C$5.60 million in total
assets, C$9.92 million in total liabilities and a C$4.32 million
total deficiency.

Ernst & Young LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended May 31, 2014.
The independent auditors noted that Medicure Inc. has experienced
losses and has accumulated a deficit of $127.5 million since
incorporation and has a working capital deficiency of $869,000 as
at May 31, 2014.  These conditions, the auditors said, raise
substantial doubt about its ability to continue as a going concern.


MEDIJANE HOLDINGS: Posts $1.2-Mil. Net Loss for Nov. 30 Quarter
---------------------------------------------------------------
MediJane Holdings Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $1.2 million on $17,900 of revenues for the three months ended
Nov. 30, 2014, compared with a net loss of $78,900 on $nil of
revenues for the same period in 2013.

The Company's balance sheet at Nov. 30, 2014, showed $13.06 million
in total assets, $324,000 in total liabilities, and stockholders'
equity of $12.7 million.

The Company's total operating expenditure plan for the following 12
months will require significant cash resources to meet the goals of
its business plan.  The continuation of the Company as a going
concern is dependent upon the continued financial support from its
management, and its ability to identify future investment
opportunities and obtain the necessary debt or equity financing,
and generating profitable operations from the Company's future
operations.  These factors raise substantial doubt regarding the
Company's ability to continue as a going concern, according to the
regulatory filing.

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

                       http://is.gd/vF14A5

MediJane Holdings, Inc., engages in the business of marketing and
distributing products within the medical marijuana industry,
including transdermal patches, capsules, sublingual sprays, oral
strips, and other medical delivery systems.  The company was
founded by Brent Millward on April 21, 2009 and is headquartered
in Longmont, CO.


MEG ENERGY: S&P Lowers Corp Credit Rating to 'BB-'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its long-term
corporate credit rating on Calgary, Alta.-based MEG Energy Corp. to
'BB-' from 'BB'.  The outlook is stable.  At the same time,
Standard & Poor's lowered its issue-level rating on the company's
senior secured debt to 'BB+' from 'BBB-', and its rating on the
senior unsecured debt to 'BB-' from 'BB'.  The '1' and '3'
corresponding recovery ratings on MEG's debt are unchanged, and
indicate S&P's expectation of very high (90%-100%) and meaningful
(50%-70%) recovery, respectively, in a default scenario.

"Although we acknowledge MEG's operating and financial flexibility
to reduce its capital spending dramatically in response to the low
crude oil prices, the downgrade reflects our view of the persistent
weakness of the company's cash flow adequacy credit metrics during
our forecast period," said Standard & Poor's credit analyst
Michelle Dathorne. Having reduced its 2015 spending to C$305
million from its previously announced budget of C$1.2 billion, MEG
will eliminate the potential for negative free operating cash flow
generation during this period.  "Nevertheless, we believe the
company's overall financial risk profile will not support a 'BB'
corporate credit rating," Ms. Dathorne added.

The ratings on MEG reflects Standard & Poor's view of the company's
weak profitability metrics and its "highly leveraged" financial
risk profile, which has deteriorated due to falling crude oil
prices despite the company's ability to dramatically reduce capital
spending to maintenance levels.  S&P believes the organic growth
potential inherent in MEG's large in-situ resource base offsets
these weaknesses.  Although MEG's curtailed spending in the near
term will stall its production growth, S&P believes the company
should be able to maintain its daily average production at
80,000-barrels per dayy.

In S&P's view, low crude oil prices, and their resulting weak cash
flow generation, during our 2015-2017 cash flow forecast period
will hamper MEG's highly leveraged financial risk profile. Although
S&P believes MEG's cash flow metrics will remain weak, with S&P's
estimated fully adjusted five-year (2013-2017) weighted average
funds from operations (FFO)-to-debt at about 16% (based on current
foreign exchange rates), S&P believes the company's financial risk
profile could accommodate further deterioration in the cash flow
adequacy and leverage metrics without compromising the 'BB-'
rating.  In S&P's opinion, the financial risk profile would
continue to support the 'BB-' rating even if West Texas
Intermediate prices averaged US$40 in 2015, holding all other
assumptions for differentials and foreign exchange rates constant.

MEG's "satisfactory" business risk profile reflects S&P's view of
the company's weak consolidated profitability.  Offsetting this are
the investment-grade rating characteristics S&P attributes to
several components of MEG's competitive position, specifically its
scale, scope, and diversity, and operating efficiency, due to the
large resource base and good reservoir recovery rates, the
visibility to long-term production growth, and a good cost
structure.  In S&P's view, these factors more than offset the
historical profitability measures such that its overall business
risk profile warrants an investment-grade credit profile.

The stable outlook reflects Standard & Poor's view that MEG's
overall credit profile will remain consistent with S&P's
expectations of the 'BB-' rating throughout S&P's 2015-2016 outlook
period.  Although the company's cash flow adequacy and leverage
metrics are forecast to deteriorate, it believes MEG's financial
risk profile should continue to support the 'BB-' rating at S&P's
assumed hydrocarbon prices.  Furthermore, given MEG's good
operating track record, S&P believes it should be able to maintain
its bitumen production at its assumed 80,000 barrels per day
throughout our outlook period.

S&P would lower the rating to 'B+' if the company's liquidity
position weakened from its current "strong" assessment.  S&P
believes this would occur if MEG's operating efficiency profile
weakened, due to either falling production levels or rising
production costs.  If this occurs, the depletion of its liquidity
sources would exceed S&P's current expectations.

Assuming the company maintains its spending at maintenance levels,
and its daily average production remains at 80,000 barrels per day
throughout S&P's forecast period, a positive rating action would
only occur if MEG is able to materially strengthen its cash flow
adequacy metrics.  Specifically, its weighted-average FFO-to-debt
would have to increase above 20% to support a 'BB' corporate credit
rating.



METEX MFG: Chapter 11 Case Closed Subject to Annual Report Filing
-----------------------------------------------------------------
Bankruptcy Judge Cecelia G. Morris entered a final order closing
the Chapter 11 case of Metex Mfg. Corporation, formerly known as
Kentile Floors, Inc.

Case closing is subject only to the ability of the Asbestos PI
Trust to file its annual report on the docket after entry of the
final decree closing the case as required by the terms of the
Asbestos PI Trust Agreement.

The retention of Logan & Company, Inc., as claims and noticing
agent for the Debtor, is also terminated, and Logan will have no
other and further duties in connection with its appointment as
claims and noticing agent in the case.

As reported in the Troubled Company Reporter on Oct. 31, 2014, the
Debtor, in September, announced that all conditions precedent to
the Effective Date of its Plan of Reorganization have been waived
or satisfied, and the Effective Date occurred on Sept. 3, 2014.
The Debtor also said that each of the Asbestos PI Channeling
Injunction and the Insurance Policy Injunction issued in the
confirmation order have become effective.

On June 23, 2014, Judge Cecelia G. Morris of the U.S. Bankruptcy
Court for the Southern District of New York issued findings of
fact, conclusions of law and order confirming the Debtor's Plan,
after determining that the Plan satisfies the confirmation
requirements of the Bankruptcy Code.

As reported by the Troubled Company Reporter, the overwhelming
majority of asbestos-related personal injury claimants -- the only
class entitled to vote -- cast ballots in favor of the new plan,
dealing with asbestos claims arising after the first bankruptcy.
The initial distribution on asbestos-related personal injury
claims will be 18%.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Judge Morris also approved settlements between Metex and
several insurance companies, including Travelers Casualty and
Surety Company, f/k/a The Aetna Casualty and Surety Company; Home
Insurance Company; Liberty Mutual; Hartford Accident and Indemnity
Company; Fireman's Fund Insurance Company; National Fire Insurance
Company of Hartford; American Home Assurance Company, Granite
State Insurance Company, and National Union Fire Insurance Company
of Pittsburgh, PA; Century Indemnity Company; and Allianz Global
Risk US Insurance Company.  Mr. Rochelle said the insurance
companies' contributions of $182.1 million to $189.8 million will
help finance the distributions.

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.

Metex filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 12-14554) on Nov. 9, 2012.  The petition was signed by
Anthony J. Miceli, president.  The Debtor estimated its assets and
debts at $100 million to $500 million.  Judge Burton R. Lifland
presides over the case.

Paul M. Singer, Esq., and Gregory L. Taddonio, Esq., at Reed Smith
LLP, in Pittsburgh, Pa.; and Paul E. Breene, Esq., and Michael J.
Venditto, Esq., at Reed Smith LLP, in New York, N.Y., represent
the Debtor as counsel.

In connection with the case, the U.S. Trustee appointed a
committee of five individual asbestos plaintiffs asserting claims
against Kentile.  The plaintiffs are represented by five law
firms: Belluck & Fox; Weitz & Luxenberg, P.C.; Early Lucarelli
Sweeney & Strauss; Cooney & Conway; and Gori Julian & Associates,
PC.  The Asbestos Claimants Committee engaged Caplin & Drysdale,
Chartered, as its bankruptcy counsel, Gilbert LLP as its special
insurance counsel, Legal Analysis Systems, Inc., as its
consultant, and Charter Oak Financial Consultants, LLC, as its
financial advisor.

On Jan. 16, 2013, the Bankruptcy Court appointed Lawrence
Fitzpatrick as the Future Claimants' Representative.  Mr.
Fitzpatrick engaged Young Conaway Stargatt & Taylor, LLP as his
counsel, and Analysis Research & Planning as his econometrician.



MISSISSIPPI PHOSPHATES: Amends Schedules of Assets and Liabilities
------------------------------------------------------------------
Mississippi Phosphates Corporation and its debtor-affiliates filed
with the Bankruptcy Court for the Southern District of Mississippi
an amended schedules of assets and liabilities and statement of
financial affairs, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,554,587
  B. Personal Property           $97,291,844
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $58,411,021
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $2,551,951
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $79,978,303
                                 -----------      -----------
        TOTAL                    $98,846,431     $140,941,276

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

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

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

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

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

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

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


MOBIVITY HOLDINGS: William Van Epps Named Executive Chairman
------------------------------------------------------------
The board of directors of Mobivity Holdings Corp. appointed William
Van Epps to serve as executive chairman of the Company, according
to a regulatory filing with the U.S. Securities and Exchange
Commission.  In connection with the appointment, the Company
entered into an employment agreement dated Jan. 19, 2015, with Mr.
Van Epps.  Mr. Van Epps has served as a member of the board of
directors of the Company since Oct. 2, 2014.  Dennis Becker will
continue to serve as chief executive officer.

Pursuant to his employment agreement, the Company has agreed to pay
Mr. Van Epps a base salary $310,000, subject to annual review by
the board.  The Company has also agreed to pay Mr. Van Epps a
signing bonus of 50,000 shares of the Company's common stock.  Mr.
Van Epps will eligible for annual performance bonuses of up to 100%
of his base salary for meeting key performance requirements,
quotas, and assigned objectives determined annually by the board.
Pursuant to his employment agreement with the Company, Mr. Van Epps
is eligible to participate in all benefits, plans, and programs,
including improvements or modifications of the same, which are now,
or may hereafter be, available to other executive employees of
Company.  Mr. Van Epps' employment agreement contains standard
provisions concerning noncompetition, nondisclosure and
indemnification.

Pursuant to Mr. Van Epps' employment agreement, the Company has
granted Mr. Van Epps an option to purchase 900,000 shares of
Company common stock, over a five year period from the date of
grant, at an exercise price of $1.28 per share.  The options will
vest and first become exercisable at the rate of 1/48th per month
over a 48 month period commencing on the date of grant.  Mr. Van
Epps' options will otherwise be on terms and conditions contained
in the Company's current equity incentive plan.

In the event Mr. Van Epps' employment with the Company is
terminated by the Company without cause, the Company will pay Mr.
Van Epps, in addition to all other amounts then due and payable, 12
additional monthly installments of his base salary.

                     About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings reported a net loss of $16.8 million in 2013,
a net loss of $7.33 million in 2012 and a net loss of $16.3
million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $11.4
million in total assets, $3.35 million in total liabilities and
$8.07 million in total stockholders' equity.


NATIVE WHOLESALE: Court Closes Chapter 11 Bankruptcy Case
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
entered an order directing the closing of the Chapter 11 case of
Native Wholesale Supply Company because the Debtor's plan has been
substantially consummated:

  a. The plan documents, including the creditor escrow agreement,
     the California escrow agreement, the plan litigation trust
     agreement and the forbearance and subordination agreement,
     have been finalized and executed.

  b. The creditor escrow account and the California escrow account

     were opened at Christiana trust and initial deposits in the
     amounts of $6,050,000 (which included the Sept. 15, 2014
     payment) and $350,000, respectively, were made from the Plan
     funding account and a separate segregated account at M&T,
     respectively.

  c. The 500,000 Oct. 15, 2014, Nov. 15, 2014 and Dec. 15, 2014
     deposits have been made into the creditor escrow account.

  d. The $505,000 Jan. 15, 2015 deposit will have been made
     into the creditor escrow account as of the time of the
     hearing on this motion.

  e. The Plan funding account has been closed.

  f. $3,000,000 was wired to the USDA on August 29, 2014 to be
     applied to the priority portion of its claim pursuant to
     Section 4.2 of the Plan.

  g. All Convenience Class 4 creditors have been paid in full.

  h. Final fee applications have been approved for the following
     professionals in this case and verification of payment with
     respect to all fee orders is currently underway:

        i. Gross, Shuman, Brizdle & Gilfillan, P.C.
       ii. Mengel Metzger Barr & Co. LLP.
      iii. Cuddy & McCarthy, LLP.
       iv. Eberle Berlin.
        v. GableGotwals.
       vi. Webster Szanyi, LLP.
      vii. Jaeckle Fleischmann & Mugel LLP.
     viii. Frederick Peebles & Morgan LLP.
       ix. The Violi Firm.
        x. Windels Marx Lane & Mittendorf LLP.
  
  i. All U.S. Trustee fees will be paid through the date of the
     case closing

  j. $50,000 was paid to Zdarsky Sawicki & Agostinelli as a
     retainer for the work of Mark Schlant as the Appointed Plan   
   
     Litigation Trustee pursuant to the Plan Litigation Trustee
     Agreement.  On Oct. 24, 2014, Mr. Schlant commenced an
     adversary proceeding against Arthur A. Montour, the Debtor's
     principal and 100% stockholder.  The adversary proceeding was

     assigned No. 14-1081.

             About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered to
resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined to
be owing by the Debtor to the U.S. under the Disputed Assessment.
The issues pertaining to the Disputed Assessment resulted in two
lawsuits, subsequently consolidated, now pending in the Federal
District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo, New
York, and Karen Cordry, Esq., National Association of Attorneys
General, in Washington, D.C.

According to a Consensual Disclosure Statement for Joint Consensual
Plan of Reorganization of Native Wholesale Supply Company, and the
States dated March 6, 2014, the Debtor established a Plan Funding
Account at M&T and deposited $5.5 million on Feb. 4, 2014, and an
additional $500,000 was deposited on Feb. 14, 2014.  An additional
$500,000 will be deposited in the Plan Funding Account on each
succeeding 15th day of each month (or the first business day after
the 15th) beginning in March 2014 until the Plan is confirmed.

No trustee, examiner or creditors' committee has been appointed in
the case.


NAUTILUS HOLDINGS: Can Use lenders' Cash Collateral Until Feb. 6
----------------------------------------------------------------
The U.S. Bankruptcy Court, in an amended final order, authorized
Nautilus Holdings Limited, et al., to use any and all cash of any
kind, whether in reserved accounts, blocked accounts or otherwise,
including, without limitation, any prepetition cash and cash
equivalents until Feb. 6, 2015.

As adequate protections from any diminution in value of the
lender's collateral, the Debtors will grant the agents and secured
parties:

   i) replacement lien all of the respective Debtors' assets to the
same extent, priority and enforceability held by the agents for the
benefit of their respective secured parties as of the Petition
Date;

  ii) superpriority administrative expense claims status, subject
only to to carve out on certain expenses; and

iii) modification of the automatic stay imposed by Section 362 of
the Bankruptcy Code solely to the extent necessary to permit the
Debtors and the secured parties to implement and effectuate the
terms and provisions of the amended final order.

A copy of the Amended Order is available for free at   

http://bankrupt.com/misc/NautilusHoldings_282_amendedorder_CC.pdf

                   About Nautilus Holdings

Nautilus Holdings Limited and 20 affiliated companies, including
Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in
White Plains, New York, on June 23, 2014.

The affiliates are Nautilus Holdings No. 2 Limited; Nautilus
Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited;
Nautilus Shipholdings No. 3 Limited; Able Challenger Limited;
Charming Energetic Limited; Dynamic Continental Limited; Earlstown
Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden
Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour
Limited; Metropolitan Vitality Limited; Miltons' Way Limited;
Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit
Limited; Superior Integrity Limited; and Vivid Mind Limited.

The Debtors' cases have been assigned to Judge Robert D. Drain,
and are being jointly administered for procedural purposes.

Hamilton, Bermuda-based Nautilus estimated $100 million to $500
million in assets and debt.  Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock.  Nautilus has tapped Jay
Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and
Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, as counsel; and AP Services, LLC, as financial
advisor.  Epiq Bankruptcy Solutions LLC serves as the claims and
noticing agent.


NAUTILUS HOLDINGS: Joshua L. Seifert Approved as Conflicts Counsel
------------------------------------------------------------------
Bankruptcy Judge Robert D. Drain authorized Nautilus Holdings
Limited, et al., to employ Joshua L. Seifert PLLC as conflicts
counsel, nunc pro tunc to Sept. 12, 2014.

Seifert will render these professional services to the Debtors for
certain discrete matters, which Skadden, Arps, Slate, Meagher &
Flom LLP as counsel, cannot handle due to a conflict of interest,
including:

   a) taking necessary action to protect and preserve the Debtors'
estates, including prosecuting actions on the Debtors' behalf,
defending any action commenced against the Debtors and representing
the Debtors' interests in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the estates;

   b) preparing motions, applications, answers, orders, appeals,
reports and papers necessary to the administration of the Debtors'
estates;

   c) appearing before the Court, any appellate courts and the U.S.
Trustee, and protect the interests of the Debtors' estates before
those Courts and the United States Trustee.

To the best of the Debtors' knowledge, Seifert is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code.

                   About Nautilus Holdings

Nautilus Holdings Limited and 20 affiliated companies, including
Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in
White Plains, New York, on June 23, 2014.

The affiliates are Nautilus Holdings No. 2 Limited; Nautilus
Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited;
Nautilus Shipholdings No. 3 Limited; Able Challenger Limited;
Charming Energetic Limited; Dynamic Continental Limited; Earlstown
Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden
Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour
Limited; Metropolitan Vitality Limited; Miltons' Way Limited;
Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit
Limited; Superior Integrity Limited; and Vivid Mind Limited.

The Debtors' cases have been assigned to Judge Robert D. Drain,
and are being jointly administered for procedural purposes.

Hamilton, Bermuda-based Nautilus estimated $100 million to $500
million in assets and debt.  Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock.  Nautilus has tapped Jay
Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and
Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, as counsel; and AP Services, LLC, as financial
advisor.  Epiq Bankruptcy Solutions LLC serves as the claims and
noticing agent.


NAVISTAR INTERNATIONAL: Extends NPA Expiration to January 2016
--------------------------------------------------------------
Navistar Financial Securities Corporation, as the seller, Navistar
Financial Corporation, as the servicer, and The Bank of Nova
Scotia, as a managing agent and as a committed purchaser, Liberty
Street Funding LLC, as a conduit purchaser, Credit Suisse AG, New
York Branch, as a managing agent, Credit Suisse AG, Cayman Islands
Branch, as a committed purchaser, Alpine Securitization Corp., as a
conduit purchaser, Bank of America, National Association, as
administrative agent, as a managing agent and as a committed
purchaser, and Deutsche Bank AG, New York Branch, as a managing
agent and as a committed purchaser, entered into Amendment No. 4 to
Note Purchase Agreement.  The NPA Amendment amends the Note
Purchase Agreement to, among other things, extend the Scheduled
Purchase Expiration Date to Jan. 25, 2016, provide the payment in
full of amounts owing to Bank of Nova Scotia and Liberty Street and
evidence the joinder of Deutsche Bank as a party thereto.

Meanwhile, Navistar Financial Dealer Note Master Owner Trust II and
Citibank, N.A. (as successor to The Bank of New York Mellon), as
indenture trustee, entered into Amendment No. 2 to Series 2012-VFN
Indenture Supplement.  The VFN Indenture Amendment amends the
Series 2012-VFN Indenture Supplement, dated as of Aug. 29, 2012,
between the Issuing Entity and the Indenture Trustee, to allow for
the issuance of additional series 2012-VFN notes equal in rank to
any existing series 2012-VFN notes.

                  About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013,
following a net loss attributable to the Company of $3.01 billion
for the year ended Oct. 31, 2012.

The Company's balance sheet at July 31, 2014, showed $7.70 billion
in total assets, $11.7 billion in total liabilities and a
$4.04 billion stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corp., including the
'B3' corporate family rating.  The ratings reflect Moody's
expectation that Navistar's successful incorporation of Cummins
engines throughout its product line up will enable the company to
regain lost market share, and that progress in addressing component
failures in 2010 vintage-engines will significantly reduce warranty
expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Navistar
International to 'CCC+' from 'B-'.  "The rating downgrades reflect
our increased skepticism regarding NAV's prospects for achieving
the market shares it needs for a successful business turnaround,"
said credit analyst Sol Samson.

In January 2013, Fitch Ratings affirmed the issuer default ratings
for Navistar International at 'CCC' and removed the negative
outlook on the ratings.  The removal reflects Fitch's view that
immediate concerns about liquidity have lessened, although
liquidity remains an important rating consideration as NAV
implements its selective catalytic reduction engine strategy.



NEWLEAD HOLDINGS: Adds 5 Tanker Vessels to its Fleet
----------------------------------------------------
NewLead Holdings Ltd. disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it recently added five
bitumen tanker vessels to its fleet.  The Company has expanded its
fleet to 10 vessels in less than a year.

NewLead completed the acquisition of three of the five bitumen
tankers, the "Captain Nikolas I", the "Nepheli" and the "Sofia",
for a purchase price of approximately $21 million, to be paid
through a combination of equity and debt financing.

The other two bitumen tankers, the "Ioli" and the "Katerina L",
were added to NewLead's fleet following the execution of a bareboat
agreement by and between Frourio Compania Naviera S.A. and the
Company, dated as of Oct. 23, 2014, relating to the Ioli and the
execution of a bareboat agreement, by and between Flegra Compania
Naviera S.A. and the Company, dated as of Nov. 13, 2014, relating
to the Katerina L.  The Company has the option to purchase the
Vessels at any time during the term of the Bareboat Agreements.
Notwithstanding that option, the Company is obligated to purchase
both Vessels at the end of the term of the Bareboat Agreements, for
an aggregate purchase price of a minimum of approximately $6.05
million together with the payment of any remaining unpaid trade
debt on the Vessels.  The Company is expected to make a payment of
approximately $4.23 million in connection with the delivery of the
Vessels.

The delivery payment and the payment at the end of the Bareboat
Agreements to purchase the Vessels are expected to be paid, through
the issuance of shares of common stock of the Company.

                     About NewLead Holdings Ltd.

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

NewLead Holdings reported a net loss of $158 million on $7.34
million of operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $403.9 million on $8.92 million of
operating revenues in 2012.

As of June 30, 2014, the Company had $210.7 million in total
assets, $296 million in total liabilities, and a $85.8 million
shareholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


ONE FOR THE MONEY: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: One For The Money, LLC
        4-6 West 14th Street, Second Floor
        New York, NY 10011

Case No.: 15-10188

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 28, 2015

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

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR,
LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  Email: jpasternak@ddw-law.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Anthony M. Marano, managing member.

List of Debtor's three Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Tom Ohara Architects                                   $35,000
HOT Architect PLC
370 Seventh Avenue, Suite 220
New York, NY 10012

ADG Architects                                         $20,000
13 West 36th Street, 7th Floor
New York, NY 10018

JWW Engineering                                        $10,000
20 Balfour Road West
Palm Beach Gardens, FL
33418


ONE FOR THE MONEY: Files Bare-Bones Chapter 11 Petition
-------------------------------------------------------
One For The Money, LLC, sought Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 15-10188) in Manhattan on Jan. 28, 2015,
without stating a reason.

The Debtor has tapped Jonathan S. Pasternak and the law firm of
DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in White
Plains, New York, as counsel.

The Debtor's schedules of assets and liabilities and statement of
financial affairs are due Feb. 11, 2015.  The Debtor's Chapter 11
plan is due by Nov. 24, 2015.

The Debtor is owned by the Maranos and the Galassos.  The largest
shareholder is Anthony C. Marano, who owns 42 percent.


OPEN TEXT: Moody's Affirms 'Ba1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service, upgraded Open Text Corp.'s $800 million
senior secured term loan B to Baa3 from Ba1, assigned a Baa3 rating
to the company's new $300 million senior secured revolving credit
facility, and revised the Probability of Default Rating to Ba1-PD
from Ba2-PD. The Ba1 corporate family rating and all other ratings
are affirmed. The outlook remains negative.

The upgrade of the $800 million senior secured term loan to Baa3
and revision of the Probability of Default rating reflect the
introduction of unsecured debt into Open Text's capital structure
and reduction of outstanding secured debt following the closing of
the company's December 2014 $800 million unsecured note offering
and subsequent paydown of the $600 million ($492 million
outstanding balance) secured term loan A. The debt instrument
ratings are determined in conjunction with Moody's Loss Given
Default Methodology.

Ratings Rationale

The Ba1 Corporate Family Rating continues to reflect Open Text's
leading position within the enterprise content management (ECM)
market and the company's modest, though increased financial
leverage (2.9x pro forma for recent acquisitions) and strong free
cash flow generation capabilities. Moody's expect free cash flow to
debt levels to be maintained at or near 20%. The rating also
recognizes Open Text's continued success in integrating the
acquisition of GSX group and management's ability to reduce the
cost structure across the organization.

There is potential for Open Text's leverage to continue to trend
upward if management cannot increase EBITDA through organic revenue
growth or continued cost cutting measures. Given turnaround
challenges recently acquired company, Actuate, and the company's
acquisition appetite, Open Text is considered weakly positioned
within the Ba1 category.

The negative outlook reflects the potential that leverage will
continue to trend towards greater than 3x. The negative outlook
also considers recent organic revenue declines in legacy products,
as well as Open Text's willingness to make debt funded
acquisitions. The ratings could face downward pressure if margins
or revenue growth were to deteriorate, or leverage were to exceed
3x on other than a temporary basis. The outlook could be changed to
stable if the company can demonstrate consistent organic revenue,
profit, and cash flow growth, while successfully integrating
Actuate. Given Open Text's acquisition appetite, a ratings upgrade
is unlikely in the near term.

Liquidity is expected to be very good based on an undrawn $300
million revolver, approximately $545 million of cash on the balance
sheet (pro forma for the Actuate acquisition), and strong levels of
free cash flow. The company is expected to generate in excess of
$300 million of free cash flow over the next 12 months.

Upgrades:

Issuer: Open Text Corp.

  Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD

  Senior Secured Term Loan B due 2021 Upgraded to Baa3, LGD2
  from Ba1, LGD3

Assignments:

Issuer: Open Text Corp.

  Senior Secured Revolving Bank Credit Facility, Assigned Baa3,
  LGD2

Outlook Actions:

Issuer: Open Text Corp.

  Outlook, Remains Negative

Affirmations:

Issuer: Open Text Corp.

  Speculative Grade Liquidity Rating, Affirmed SGL-1

  Corporate Family Rating, Affirmed Ba1

  Senior Unsecured Regular Bond/Debenture, Affirmed Ba2, LGD5

Withdrawals:

Issuer: Open Text Corp.

  Senior Secured Term Loan A due 2016 Withdrawn, previously
  rated Ba1, LGD3

  Senior Secured Revolving Bank Credit Facility due 2016  
  Withdrawn, previously rated Ba1, LGD3

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

Open Text Corp., headquartered in Waterloo, Ontario, Canada, is one
of the largest providers of enterprise content management and
business process management software. For twelve months ended
September 30, 2014, revenues were approximately $1.8 billion.



OSHKOSH CORP: S&P Retains 'BB+' Corp. Credit Rating, Outlook Stable
-------------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
specialty vehicle manufacturer Oshkosh Corp.'s senior unsecured
notes to '4' from '3', indicating average (30% to 50%) recovery in
the event of a payment default.  S&P's recovery expectations are in
the lower half of the 30% to 50% range.  S&P's 'BB+' issue-level
rating on the notes, as well as its 'BB+' corporate credit rating
and stable outlook on Oshkosh Corp., remain unchanged.

The revised recovery rating reflects S&P's assessment that the
announced increase in lender commitments under Oshkosh's revolving
credit facility to $850 million from $600 million results in lower
recovery expectations for the company's unsecured notes in a
default scenario.  S&P expects the company to utilize the upsized
revolving credit facility to fund the call of $250 million senior
unsecured notes due 2020, as well as for general corporate
purposes.

The corporate credit rating on Oshkosh reflects its "fair" business
risk profile and "intermediate" financial risk profile. The "fair"
business risk profile reflects the company's market-leading
positions in most end markets, its good scale and scope, as well as
S&P's view that its profitability is volatile and relatively low
for a company in the capital goods sector, despite recent
improvement.  S&P believes Oshkosh's financial policy, which
includes targeted reported debt to EBITDA of 1x to 2x, supports an
"intermediate" financial risk profile after accounting for the
company's potential cash flow and leverage volatility.

RATINGS LIST

Ratings Unchanged; Recovery Rating Revised
                              To                 From
Oshkosh Corp.
Corporate Credit Rating      BB+/Stable/--
Senior Unsecured             BB+
   Recovery Rating            4                  3



OSL HOLDINGS: Cash Woes Raise Going Concern Doubt
-------------------------------------------------
OSL Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $1.97 million on $552,000 of total revenues for the three months
ended Nov. 30, 2014, compared to a net income of $34,900 on
$488,000 of total revenue for the same period in 2013.

The Company's balance sheet at Nov. 30, 2014, showed $1.77 million
in total assets, $6.78 million in total liabilities and a
stockholders' deficit of $5.01 million.

The Company has experienced losses from operations since inception,
and has working capital and stockholders' deficiencies.  These
circumstances raise substantial doubt as to its ability to continue
as a going concern.  The Company has $36,600 on hand and therefore
must rely on additional financing to fund ongoing operations.  Over
the next twelve months, the Company expects a burn rate of at least
$50,000 per month and will need to raise at least $600,000 by the
end of the year of 2015 to remain in business.  It can give no
assurance that its efforts to raise additional capital in the
future will be successful.  The Company's existence is dependent
upon management's ability to develop profitable operations and
resolve its liquidity problems.

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

                       http://is.gd/OxM0Yq

OSL Holdings, Inc., provides consumer advocacy, social activism,
and civil liberties advancement services to enhance marketing and
activism in the United States.  It offers Equality Rewards, a
technology platform delivering consumer rewards programs that
facilitate customers with virtual currency that can be applied as
partial payment toward purchases transacted with participating
merchants; and OSL Medical Services, a management, future planning,
and services platform centered on the development and financing of
indoor gardens and cultivation facilities, production technologies,
merchandise, and operational services for herbal and natural
medicine industry.  The company is based in Yardley, Pennsylvania.



PENINSULA HOSPITAL: Trustee Can Use Cash Collateral Until June 30
-----------------------------------------------------------------
U.S. Bankruptcy Judge Elizabeth S. Stong, authorized, in a 20th
interim order, Lori Lapin Jones, as Chapter 11 trustee for
Peninsula Hospital Center, et al., to use the cash collateral of
the 1199 Funds and Revival Funding Co., LLC, until June 30, 2015.

The 1199 Funds -- 1199 SEIU National Benefit Fund for Health and
Human Services Employees, 1199 SEIU Health Care Employees Pension
Fund, League/1199 SEIU Training and Upgrading Fund, 1199 SEIU
Employer Child Care Fund, and League/1199 SEIU Health Care Industry
Job Security Fund -- consented to the Trustee's use of cash
collateral.

The 1199 Funds agreed that there will be continued carved out from
the proceeds payable to the 1199 Funds on account of the lien and
secured claim it asserts against PGN an amount of up to $800,000
for the exclusive use of paying the commissions, fees and expenses
of the Trustee, and the trustee's professionals.  The carveout will
be segregated from the proceeds of the sale of the assets and
properties of the Debtors and will be maintained by the trustee in
a segregated account.

                      About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.  
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.  In April 2013, the bankruptcy court discharged
Daniel T. McMurray from his duties and responsibilities as patient
care ombudsman.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Mr. McCord's own firm, Certilman Balin,
& Hyman, LLP, served as the Examiner's counsel.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.

At the behest of the U.S. Trustee, Lori Lapin Jones, Esq. was
named Chapter 11 Trustee in March 2012, replacing Todd Miller, the
Debtors' Chief Executive Officer.  The Chapter 11 trustee is
represented by LaMonica Herbst & Maniscalco LLP as her counsel.
Storch Amini & Munves, PC, serves as the Chapter 11 Trustee's
special counsel in connection with her investigation of the
Debtors.  She obtained approval to employ Garfunkel Wild, P.C., as
her special health care, regulatory, corporate, finance and
litigation counsel; and Foy Advisors LLC as consultant.

The Debtor disclosed $22.8 million in assets and $34.5 million in
liabilities as of the Chapter 11 filing.


PENINSULA HOSPITAL: Trustee Retention of Miller Approved
--------------------------------------------------------
The U.S. Bankruptcy Court authorized Lori Lapin Jones, Chapter 11
trustee for Peninsula General Nursing Home Corp., doing business as
Peninsula Center for Extended Care & Rehabilitation, et al., to
retain the services of Miller & Milone, P.C., in the ordinary
course of PNH's business nunc pro tunc to March 9, 2012.

The Trustee is authorized to compensate Miller & Milone from PNH's
estate in the amount of $8,000.

Miller & Milone completed two applications for Chronic Care Medical
Assistance, which were submitted to New York City Human Resources
Administration Department of Social Services.  One was decided in
June 2012 and the second was decided in July 2014.

In connection with its services rendered to PNH, Miller & Milone
agreed to accept a flat fee of $4,000 per case, for a total of
$8,000.

                      About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.  
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.  In April 2013, the bankruptcy court discharged
Daniel T. McMurray from his duties and responsibilities as patient
care ombudsman.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Mr. McCord's own firm, Certilman Balin,
& Hyman, LLP, served as the Examiner's counsel.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.

At the behest of the U.S. Trustee, Lori Lapin Jones, Esq. was
named Chapter 11 Trustee in March 2012, replacing Todd Miller, the
Debtors' Chief Executive Officer.  The Chapter 11 trustee is
represented by LaMonica Herbst & Maniscalco LLP as her counsel.
Storch Amini & Munves, PC, serves as the Chapter 11 Trustee's
special counsel in connection with her investigation of the
Debtors.  She obtained approval to employ Garfunkel Wild, P.C., as
her special health care, regulatory, corporate, finance and
litigation counsel; and Foy Advisors LLC as consultant.

The Debtor disclosed $22,846,994 in assets and $34,476,885 in
liabilities as of the Chapter 11 filing.


PETTERS GROUP: Judge Won't Move Ponzi Scheme Suit to Fed Court
--------------------------------------------------------------
Law360 reported that U.S. District Judge Michael Davis in Minnesota
has ended a suit seeking to move a transfer suit by the Petters
trustee out of bankruptcy court and to district court, saying
Opportunity Finance LLC's motion to do so was egregiously tardy.

According to the report, Judge Davis dismissed the motion to
withdraw the suit by Douglas Kelley, the bankruptcy trustee for
Petters Co. Inc., to avoid a transfer to the defendants, part of
fallout from a $3.7 billion Ponzi scheme allegedly carried out by
disgraced businessman Thomas Petters.

The case is Kelley v. Opportunity Finance, LLC et al., Case No.
0:14-cv-03375 (D. Minn.).

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Douglas Kelley, the Chapter 11 Trustee of Petters Company, Inc.,
et al., is represented by James A. Lodoen, Esq., at Lindquist &
Vennum LLP, in Minneapolis, Minn.  The trustee tapped Haynes and
Boone, LLP as special counsel, and Martin J. McKinley as his
financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHOENIX PAYMENT: Resolves Plan Outline Objections, Amends Plan
--------------------------------------------------------------
Phoenix Payment Systems, Inc., modified the disclosure statement
explaining the Joint Plan of Reorganization it co-proposed with the
Official Committee of Unsecured Creditors to incorporate
non-material comments from the U.S. Trustee, the purchaser in the
sale of substantially all of the Debtor's assets, and Dr. Peter
Coggins, as well as edits of the Plan Proponents.

According to the Debtor, the inclusion of the comments has resolved
all outstanding objections from and issues of the commenting
parties relating to the Disclosure Statement.

A full-text copy of the Disclosure Statement dated Jan. 28, 2015,
is available at http://bankrupt.com/misc/PHOENIXds0128.pdf

                      About Phoenix Payment

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

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

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

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

Judge Mary F. Walrath presides over the case.

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

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

                          *     *     *

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

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

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


PLATTSBURGH SUITES: Ch. 11 Filing Delays College Suites Auction
---------------------------------------------------------------
Joe LoTemplio at Press-Republican reports that Plattsburgh Suites,
LLC's Chapter 11 filing has delayed the public auction of its
high-profile student-housing facility, College Suites, set for
Thursday.

According to Press-Republican, the student housing was facing
foreclosure from the city of Plattsburgh for nonpayment of taxes,
and the bank that had financed the project foreclosed, forcing the
auction.

Plattsburgh Suites, LLC, filed for Chapter 11 protection (Bankr.
N.D.N.Y. Case No. 15-10077) in Albany, New York, on Jan. 16, 2015,
disclosing $32.06 million in liabilities.  The case is assigned to
Judge Robert E. Littlefield Jr.  The Debtor has tapped Richard L.
Weisz, Esq., at Hodgson Russ LLP, in Albany, New York, as counsel.


POWERWAVE TECHNOLOGIES: Trustee Files Clawback Suit vs. Ex-Brass
----------------------------------------------------------------
Law360 reported that the Chapter 7 estate for defunct wireless
company Powerwave Technologies Inc. went on an avoidance action
litigation blitz that culminated with an adversary action blaming
the firm's former brass for alleged conduct, including a so-called
"channel stuffing" accounting scheme, that the suit says ultimately
caused it to spiral into bankruptcy.

According to the report, more than 50 lawsuits flooded the Delaware
bankruptcy court's docket starting on Jan. 23 and ending on Jan.
27, with the Powerwave estate looking to claw back a total of more
than $13 million in alleged preference payments the company made
shortly prior to the Petition Date.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Cal., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213 million
in total assets, $396 million in total liabilities, and a $183
million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.

The Debtor's patent portfolio, accounts receivable, and intangible
assets were purchased by secured lender P-Wave Holdings LLC in
exchange for $10.25 million in secured debt.  A consortium of
Counsel RB Capital LLC, The Branford Group and Maynards Industries
bought the machinery and equipment for $6.6 million.   Teak
Capital Partners Ltd. bought affiliate Powerwave Technologies
(Thailand) Ltd. for $50,000.


PRATT PLACE: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Pratt Place Inn, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Ark. Case No. 15-70114) on Jan. 15, 2015, estimating
its assets at up to $50,000 and its liabilities at between $1
million and $10 million.  The petition was signed by Julian Archer,
president.  Judge Ben T Barry presides over the case.  Stanley V
Bond, Esq., at Bond Law Office serves as the Debtor's bankruptcy
counsel.

Simmons First National Bank's purchase of Metropolitan National
Bank in September 2013 was one of the actions that led to the
bankruptcy filing, Christie Swanson at Arkansas Online reports,
citing Mr. Archer.  Simmons First was mentioned in the bankruptcy
filing as being owed $1.67 million by the Debtor.

Mr. Archer said that the Debtor will continue operations despite
the bankruptcy filing, Arkansas Online relates.

Pratt Place Inn, Inc., is an inn and event center headquartered in
Fayetteville, Arkansas.  It opened in 2008 on top of Markham Hill
west of Razorback Road.  It was purchased by Cassius and Maggie
Pratt in 1900 and includes a boutique hotel, cottage and barn used
as event space.


PRIME GLOBAL: B F Borgers Expresses Going Concern Doubt
-------------------------------------------------------
Prime Global Capital Group Incorporated filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
for the fiscal year ended Oct. 31, 2014.

B F Borgers CPA PC expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company's
capital commitments in comparison to available cash balances raise
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of $1.34 million on $2.31 million
of net revenues for the fiscal year ended Oct. 31, 2014, compared
with a net loss of 2.09 million on $354,000 of net revenues during
the prior year.

The Company's balance sheet at Oct. 31, 2014, showed $61.2 million
in total assets, $20.5 million in total liabilities, and
stockholders' equity of $40.6 million.

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

                       http://is.gd/ZkHVS8

Kuala Lumpur, Malaysia-based Prime Global Capital Group
Incorporated operates in the following four business segments: (i)
the provision of IT consulting, programming and website
development services; (ii) its  oilseeds business; (iii) its real
estate business and (iv) the distribution of consumer products.
The Company's software, oilseeds and real estate businesses
accounted for all of the Company's revenues for the six months
ended April 30, 2013.  The Company did not generate any revenues
from the distribution of consumer products during such period.

On Dec. 24, 2013, the Company filed its annual report on Form 10-K

for the fiscal year ended Oct. 31, 2013.

B F Borgers CPA PC expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
suffered from significant operating loss and working capital
deficit of $1.89 million.  The continuation of the Company as a
going concern through Oct. 31, 2014, is dependent upon improving
the profitability and the continuing financial support from its
stockholders.  Management believes the existing shareholders will
provide the additional cash to meet the Company's obligations as
they become due.

The Company reported a net loss of $2.09 million on $1.95 million
of net revenues for the year ended Oct. 31, 2013, compared with net
income of $1.47 million on $3.05 million of net revenues for the
fiscal year ended Oct. 31, 2012.



RECYCLE SOLUTIONS: Court Hears Assets Sale Bid; Order Due Jan. 29
-----------------------------------------------------------------
The Bankruptcy Court, on Jan. 15, 2015, held a hearing to consider
Recycle Solutions, Inc.'s motion to sell personal property to Maren
Baler for a total of $31,300.

The hearing, the Court also considered the objections filed against
the motion including that of the Official Committee of Unsecured
Creditors; creditors City of Memphis, Shelby County Trustee; and
creditor Regions Bank.

In a minutes of hearing, the Court said that order will be due Jan.
29, 2015.

The Committee, in its objection, stated that the price to be paid
for the Baler is not fair and reasonable and reserves other
objections.  The Committee is represented by Adam B. Emerson, Esq.,
at Bridgforth & Buntin, PLLC.

As reported in the Troubled Company Reporter on Jan. 15, 2015, the
Debtor reached an agreement with creditor Medsafe Waste to sell the
equipment for $31,300.

Medsafe Waste is a creditor of Recycle Solutions, which holds a
pre-bankruptcy claim of $13,160 against the company.  Under the
agreement, it will receive a credit of $6,000 for its claim in full
satisfaction of the debt, leaving sale proceeds of $24,800,
according to court filings.

The proposed sale drew flak from secured creditors Regions Bank and
the Office of the Shelby County Trustee.

Regions Bank complained the company proposed to sell the equipment
"free and clear" of the bank's lien but it did not propose to pay
the entire sale proceeds to the bank.

Meanwhile, the Shelby County Trustee said it will oppose any
request by Recycle Solutions to get a court order that would allow
the sale of the equipment without requiring the company to pay its
personal property taxes.

                      About Recycle Solutions

Recycle Solutions, Inc., a Tennessee-based company that makes $10
million a year from recycling plastic bottles, paper and cans in
the Southeast, sought Chapter 11 bankruptcy protection in its
home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on Nov.
4, 2014, disclosing assets of $11.5 million against liabilities of
$6.4 million.

The case is assigned to Judge George W. Emerson Jr.  The Debtor is
represented by Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, in Memphis.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due March 4, 2015.

Recycle Solutions, founded in 2002 in Memphis, TN, is in the
business of recycling and reusing plastic, wood and packaging for
film rolls.  The company claims to be a pioneer in helping leading
corporations develop and implement innovative programs to reduce
their environmental impact.  James Downing, of Arlington,
Tennessee, founder and president, owns 100% of the stock.

The U.S. Trustee for Region 8 appointed three creditors to serve on
the official committee of unsecured creditors.



RELIANCE INTERMEDIATE: Moody's Affirms B1 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Reliance Intermediate Holdings
LP's Ba1 corporate family rating, Ba1-PD probability of default
rating, and Ba2 senior secured rating, and changed the ratings
outlook to negative from stable.

"The negative outlook reflects the unexpected incurrence of
additional debt to fund a dividend to its private owner which will
increase pro forma leverage to 5.5x," says Peter Adu, Moody's lead
analyst for Reliance.

Ratings Affirmed

  Corporate Family Rating, Ba1

  Probability of Default Rating, Ba1-PD

  US$350M 9.5% Senior Secured Notes due 2019, Ba2 to (LGD6)
  from (LGD5)

Outlook:

  Changed to Negative From Stable

Ratings Rationale

Reliance's Ba1 CFR is primarily influenced by its strong position
in a market segment with high entry barriers as well as a stable
business model with good revenue visibility, solid margins and
predictable operating cash flows. However, Reliance has weak key
credit metrics (pro forma Debt/EBITDA of 5.5x and EBITA /Interest
of 2.5x) and small scale. Reliance's rating is also constrained by
leveraging dividend payments to its owner.

Moody's considers Reliance's liquidity to be adequate. Moody's
expects the company to consume over $100 million in cash flow after
dividends in the next year, which can be funded by about $200
million of availability under its $450 million senior secured
credit facility due December 2016. Reliance is subject to leverage
and coverage covenants under its credit facility for which cushion
is expected to exceed 30%. Reliance's ability to generate liquidity
from asset sales is limited as its debts are secured by liens on
all its assets.

The negative outlook reflects Reliance's willingness to do a
dividend recapitalization, which was not anticipated by Moody's,
and which will cause leverage to remain at a level potentially
higher than appropriate for the Ba1 CFR within the next 12 to 18
months.

The rating could be downgraded if Debt/EBITDA is sustained towards
5.5x and EBITA/Interest is maintained below 2.5x. The rating could
be upgraded if Reliance sustains Debt/EBITDA below 3x and
EBITA/Interest above 6x.

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.

Reliance is the leader in water heater rentals in Ontario, Canada
with about 1.6 million rental units deployed (including NHS). The
company also provides heating, ventilation, and air-conditioning
services. Revenue for the twelve months ended September 30, 2014
was $566 million. Reliance is headquartered in Toronto, Ontario,
Canada and is owned by Alinda Capital Partners LLC.



RETROPHIN INC: Prudential Reports 11.8% Stake as of Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Prudential Financial, Inc., reported that as
of Dec. 31, 2014, it beneficially owned 3,148,693 shares of common
stock of Retrophin, Inc., representing 11.8 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/0ZamNY

                           About Retrophin

Retrophin, Inc., develops, acquires and commercializes therapies
for the treatment of serious, catastrophic or rare diseases.  The
Company offers Chenodal(R), a treatment for gallstones;
Vecamyl(R), a treatment for moderately severe to severe essential
hypertension and uncomplicated cases of malignant hypertension;
and Thiola, for the prevention of kidney stone formation in
patients with severe homozygous cystinuria.

The Company's balance sheet at Sept. 30, 2014, showed $146 million
in total assets, $156 million in total liabilities, and a
stockholders' deficit of $10.2 million.

"Management believes that the Company will continue to incur losses
for the immediate future.  For the nine months ended Sept. 30,
2014, the Company has generated revenue and is trying to achieve
positive cash flow from operations.  The Company's future depends
on the costs, timing, and outcome of regulatory reviews of its
product candidates, ongoing research and development, the funding
of planned or potential acquisitions, other planned operating
activities, and the costs of commercialization activities,
including ongoing, product marketing, sales and distribution.  The
Company expects to finance its cash needs from results of
operations and depending on the results of operations, the Company
may need additional private and public equity offerings and debt
financings, corporate collaboration and licensing arrangements and
grants from patient advocacy groups, foundations and government
agencies.  Although management believes that the Company has access
to capital resources, there are no commitments for financing in
place at this time, nor can management provide any assurance that
such financing will be available on commercially acceptable terms,
if at all.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern," according to the
quarterly report for the period ended Sept. 30, 2014.


REVEL AC: Has Until April 15 to Decide on Unexpired Leases
----------------------------------------------------------
The U.S. Bankruptcy Court extended until April 15, 2015, Revel AC,
Inc., et al.'s period to assume or reject the unexpired leases
nonresidential real property.

The extension will only apply to each unexpired lease and to the
extent the Debtors have obtained written consent from the affected
landlord.

                          About Revel AC

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

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

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

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

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

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

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



REVEL AC: Wins $400-Mil. Tax Assessment Reduction
-------------------------------------------------
Law360 reported that the former Revel Casino has reached a
settlement with Atlantic City that will see its 2015 property tax
assessment reduced from $625 million to just $225 million,
according to documents filed with the bankruptcy court.

Law360 said the Revel debtors had challenged earlier property tax
assessments of $1.15 billion and last March agreed to a settlement
to reduce that amount to $625 million for the year 2015.  In
October, the debtors moved to reopen the case, which the tax court
denied, leading to an appeal, the report said.

As previously reported by The Troubled Company Reporter, citing The
Wall Street Journal, U.S. Bankruptcy Judge Gloria M. Burns in
Camden, New Jersey, approved a $26 million tax settlement between
Atlantic City, N.J., and the closed Revel Casino Hotel.  The
settlement, which saves the boardwalk resort more than $7 million
on unpaid property taxes and penalties that exceed $33 million,
comes after the city failed to attract any bids for a tax lien
against Revel at a sale.

                          About Revel AC

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

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

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

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

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

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

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


RIVER-BLUFF: Court Set to Approve Disclosure Statement
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington is
set to approve the disclosure statement of River-Bluff Enterprises,
Inc. that will allow the company to begin soliciting votes from
creditors for its reorganization plan, according to court records.
   

The court is also expected to hold a status conference on March 17,
2015, and a hearing on March 26 to consider confirmation of the
restructuring plan.  

A disclosure statement gives creditors in-depth information about a
bankrupt company's affairs to enable them to make an informed
judgment and vote on a proposed plan.

Under River-Bluff's proposed plan, the company will continue to pay
JP Morgan Chase Bank's secured claims aggregating $2.59 million.
The bank will retain its liens against the apartments owned by the
company in Turlock and Riverbank, California.

River-Bluff will make monthly payments of $39,000 to U.S. Bank
National Association on account of its $5.44 million claim, which
is secured by the company's real property located in Ellensburg,
Washington.  U.S. Bank will retain its lien against the property.

Meanwhile, River-Bluff proposes to pay its general unsecured
creditors in full.

The restructuring plan will be funded principally by a net cash
flow from the future operations of the company, and in large part
by either a sale or refinance of its Ellensburg property, according
to the disclosure statement.  

A copy of River-Bluff's latest disclosure statement is available
for free at http://is.gd/wTgSQZ

                  About River-Bluff Enterprises

Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No.
14-00843) on March 11, 2014.  In its schedules, the Debtor
disclosed $10.2 million in total assets and $17.6 million in total
liabilities.

This is River-Bluff's second bankruptcy filing in less than two
years.  It previously sought bankruptcy protection (Bankr. E.D.
Cal. Case No. 12-92017) in Modesto, California, in July 2012.  The
case was dismissed in 2013.

Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of
River-Bluff Enterprises, Inc.



ROADMARK CORPORATION: Files Schedules of Assets & Debt
------------------------------------------------------
Roadmark Corporation filed with the Bankruptcy Court its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,100,000
  B. Personal Property           $13,408,943
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,923,957
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $46,320
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $8,023,768
                                 -----------      -----------
        TOTAL                    $14,508,943      $14,994,045

A copy of the schedules filed together with the bankruptcy petition
is available for free at:

           http://bankrupt.com/misc/nceb15-00432_SAL.pdf

                     About Roadmark Corporation

Roadmark Corporation is a regional full-service highway paving
striper operating primarily in North Carolina, South Carolina,
Virginia and Maryland.

Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C.
Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015.
The case is assigned to Judge David M. Warren.

The Debtor disclosed $14.5 million in assets and $15.0 million in
liabilities in its schedules.

The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L.
Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North
Carolina, as counsel.  The Debtor also tapped Nelson & Company as
accountants and The Finley Group, Inc., as financial consultant.


ROADMARK CORPORATION: Paving Stripper Enters Chapter 11
-------------------------------------------------------
Roadmark Corporation filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.C. Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26,
2015.

The Debtor is a regional full-service highway paving striper
operating primarily in North Carolina, South Carolina, Virginia and
Maryland. Roadmark performs virtually all of its work as a direct
contractor to state departments of transportation (DOT) or as a
subcontractor where the ultimate owner is the DOT.  Payment and
performance bonds were required for most prime jobs and many
construction jobs.  Roadmark provided bonds through Guarantee
Company of North America.

In connection with its business operations, the Debtor obtained
loans from DSCH Capital Partners, LLC, d/b/a Far West Capital and
PMC Financial Services Group, LLC ("PMC"), each of whom have
security interests in the Debtor's accounts receivable and
inventory as well as other collateral.  As of the Petition Date,
Far West is owed $1.94 million while PMC is owed $3.46 million.

The Debtor on the Petition Date filed motions to:

   -- pay prepetition wages;
   -- continue utility service;
   -- maintain its existing bank account; and
   -- use cash collateral.

The Debtor also filed an application to provide compensation to its
officers postpetition.

The case is assigned to Judge David M. Warren.

The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L.
Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North
Carolina, as counsel.  The Debtor also tapped Nelson & Company as
accountants and The Finley Group, Inc., as financial consultant.


ROADMARK CORPORATION: Proposes to Pay Officers
----------------------------------------------
Roadmark Corporation says it requires the continuing services of
its officers in order to conduct business operations and maintain
the going concern value of the company.  Accordingly, the Debtor
filed with the Bankruptcy Court a motion to pay its officers:

   a. Pat Conway: Mr. Conway is the Chief Executive Officer, will
continue to work full-time for the Debtor post-petition, and will
oversee the Debtor's business operations. Mr. Conway receives a
monthly salary of $18,422, together with health insurance premium
of $350 and life insurance premium of $81.  Mr. Conway receives the
use of a company truck (2014 Toyota Tundra) and a company credit
card for ordinary and necessary business expenses.

   b. David Rosenthal: Mr. Rosenthal is the Chief Financial
Officer, will continue to work full-time for the Debtor
post-petition, and will oversee the financial aspects of the
Debtor's business operations.  Mr. Rosenthal receives a monthly
salary of $18,422, together with health insurance premium of $350
and life insurance premium of $81.  Mr. Rosenthal is reimbursed for
auto fuel and repairs and receives the use of a company credit card
for ordinary and necessary business expenses.

   c. Rick Alder: Mr. Alder is the Chief Operating Officer, will
continue to work full-time for the Debtor post-petition, and will
oversee the operational aspects of the Debtor's business
operations.  Mr. Alder receives a monthly salary of $8,983,
together with health insurance premium of $350 and life insurance
premium of $81.  Mr. Alder receives the use of a company truck
(2010 Ford Explorer) and a company credit card for ordinary and
necessary business expenses.

The governance of the Debtor is through a board of directors. The
directors of the Debtor will receive no compensation post-petition
for serving in such capacity.

                     About Roadmark Corporation

Roadmark Corporation is a regional full-service highway paving
striper operating primarily in North Carolina, South Carolina,
Virginia and Maryland.

Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C.
Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015.
The case is assigned to Judge David M. Warren.

The Debtor disclosed $14.5 million in assets and $15.0 million in
liabilities in its schedules.

The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L.
Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North
Carolina, as counsel.  The Debtor also tapped Nelson & Company as
accountants and The Finley Group, Inc., as financial consultant.


ROADMARK CORPORATION: Seeks to Use Far West, PMC Cash Collateral
----------------------------------------------------------------
Roadmark Corporation seeks approval from the Bankruptcy Court to
use cash collateral that secures its obligations to its lenders.

In connection with its business operations, the Debtor obtained
loans from DSCH Capital Partners, LLC, d/b/a Far West Capital, and
PMC Financial Services Group, LLC, each of whom have security
interests in the Debtor's accounts receivable and inventory as well
as other collateral.

Far West asserts a first priority security interest in the Debtor's
accounts receivable and inventory, and a second priority security
interest in the Debtor's equipment, certain vehicles, and other
tangible and intangible assets.  The amount outstanding on the Far
West indebtedness as of the Petition Date is $1.94 million.

PMC asserts a first priority security interest in the Debtor's
equipment, certain vehicles, and other tangible and intangible
assets, and a second priority security interest in the Debtor's
accounts receivable and inventory.  The amount outstanding on the
PMC indebtedness as of the Petition Date is $3.46 million.

The obligations held by Far West and PMC, respectively, have not
been scheduled as disputed claims; however, the Debtor has not had
an opportunity to fully review the loan documents of the respective
creditors and reserves for itself, any Committee of Unsecured
Creditors subsequently created, and any trustee subsequently
appointed in this Chapter 11 proceeding or in any subsequent
Chapter 7 proceeding, any and all rights to challenge, avoid,
object to, set aside or subordinate any claims, liens, security
interests or rights of set-off against the Debtor's property, or
the rents, profits and income generated therefrom.

The Debtor is dependent upon use of the cash collateral to pay
on-going costs of operating the business and insuring, preserving,
repairing and protecting all its tangible assets, and thus have an
immediate need for the use of cash collateral.  If not permitted to
use the cash collateral to pay these expenses, reorganization would
be rendered impossible, the going concern value of the business
will be lost, and the fair market value of the estate's assets will
be significantly reduced, resulting in financial loss to all
parties in interest.  To that end, the Debtor requests the Court to
authorize the use of cash collateral.

The Debtor offers to provide Far West and PMC with adequate
protection by:

    a. Limiting the use of cash collateral as generally projected
in the Budget and set forth in the proposed Interim Order, or as
may otherwise be approved by the Court after further notice and
hearing.

    b. Providing Far West and PMC with monthly adequate protection
payments in amounts set forth in the proposed Order pending further
hearings.

    c. Providing Far West and PMC with a continuing post-petition
lien and security interest in all property and categories of
property of the Debtor in which and of the same priority as said
creditor held a similar, unavoidable lien as of the Petition Date,
and the proceeds thereof, whether acquired pre-petition or
post-petition, equivalent to a lien granted under Sec. 364(c)(2)
and (3) of the Bankruptcy Code, but only to the extent of cash
collateral used.  The validity, enforceability, and perfection of
the aforesaid postpetition liens on the Post-petition Collateral
shall not depend upon filing, recordation, or any other act
required under applicable state or federal law, rule, or
regulation.

    d. Providing Far West, PMC and the Bankruptcy Administrator
with financial reports for the Debtor in form and frequency
reasonably acceptable to such parties.

                     About Roadmark Corporation

Roadmark Corporation is a regional full-service highway paving
striper operating primarily in North Carolina, South Carolina,
Virginia and Maryland.

Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C.
Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015.
The case is assigned to Judge David M. Warren.

The Debtor disclosed $14.5 million in assets and $15.0 million in
liabilities in its schedules.

The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L.
Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North
Carolina, as counsel.  The Debtor also tapped Nelson & Company as
accountants and The Finley Group, Inc., as financial consultant.


ROBERTS HOTELS: Evercore to Redevelop Edison Walthall Hotel
-----------------------------------------------------------
Jeff Ayres at The Clarion-Ledger reports that Evercore Companies
LLC will redevelop the Edison Walthall Hotel formerly owned by Mike
and Steve Roberts as a luxury-apartment complex.

The Clarion-Ledger relates that Evercore Companies plans to convert
the hotel rooms into a space holding 100 apartments -- 70 studio
units plus 30 one- and two-bedroom units.  

The Clarion-Ledger recalls that Messrs. Roberts acquired the hotel
in 2008, planning to rename it the Roberts Walthall Hotel, but the
brothers' financial empire started to decline as the recession
worsened.  The report says that as renovations progressed,
water-pressure problems caused damage to a number of guest rooms,
forcing the hotel to close in 2010.  According to the report, the
hotel eventually entered Chapter 11 bankruptcy proceedings,
culminating with it being offered for sale at a court-supervised
auction in 2013.  It's not known when Evercore Companies bought the
building, the report states.

                       About Roberts Hotels

Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have
filed separate Chapter 11 bankruptcy petitions.  The hotels are
among those involved in a lawsuit Bank of America filed against
Roberts Cos. in April 2012.  BofA alleges Roberts Cos. defaulted
on a loan to renovate six hotels it owns outside of Missouri and
owes more than $34 million.  The hotels are located in Tampa,
Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C.

Roberts Hotels Dallas LLC, which operates as a Courtyard by
Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11
bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Shreveport LLC, also under the Clarion flag, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12-
44495) on May 9, estimating under $10 million in assets and
between $10 million and $50 million in debts.

Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel,
formerly named Radisson Hotel & Suites Spartanburg, filed a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April
19, 2012.  It scheduled $3.029 million in assets and $34.8 million
in debt.

Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012,
listing under $50,000 in assets and up to $50 million in debts.

Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820
East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo.
Case No. 12-44391) on May 7, 2012, estimating assets between
$1 million and $10 million and debts between $10 million and
$50 million.

The cases are jointly administered.

A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the
Debtors' counsel.  The petitions were signed by Mike Kirtley,
chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between
$1 million and $10 million.  John D. Moore, P.A., represents the
Debtor.  The case was dismissed in 2012.



ROCKWELL MEDICAL: FDA OKs Triferic as Iron Replacement Product
--------------------------------------------------------------
Rockwell Medical, Inc., announced that the U.S. Food & Drug
Administration has approved its drug Triferic for commercial sale
as an iron replacement product to maintain hemoglobin in adult
patients with hemodialysis dependent chronic kidney disease.

"We are extremely pleased with the FDA approval of Triferic.  It is
the first drug approved to replace ongoing iron losses and to
maintain hemoglobin levels in hemodialysis patients," stated Robert
L. Chioini, Founder, chairman and chief executive officer of
Rockwell.  "Triferic's unique ability to be delivered via dialysate
and to deliver iron without increasing iron stores strengthens its
potential to become the market-leading iron therapy treatment for
hemodialysis patients.  We view today's FDA decision as a major
development both for Rockwell and for the entire hemodialysis
patient population who now have a significantly better treatment
option for addressing their iron losses.  We are highly confident
in executing a successful commercial launch and penetrating the
market.  We thank the patients and physicians who participated in
our clinical program as well as our highly skilled team of
clinical, manufacturing and regulatory professionals."

Dr. Raymond Pratt, chief medical officer of Rockwell stated, "We
are very excited about this drug approval.  We see Triferic as a
paradigm shift in the treatment of anemia.  Importantly, Triferic
is the first product that can safely allow dialysis patients to
maintain target hemoglobin without the need for IV iron.  Data
suggests that we have been overloading our dialysis patients with
IV iron, and this is an increasing concern to the hemodialysis
community.  Triferic offers a more physiologic way to deliver and
maintain iron balance in hemodialysis patients."

The FDA reviewed safety and efficacy data from Rockwell's overall
clinical program.  During the clinical program more than 1,400
patients were treated with Triferic and more than 100,000
individual administrations were given.  The results from the
clinical trials have shown Triferic to be an effective and
highly-differentiated iron delivery therapy with a safety profile
similar to placebo.

                          About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

Rockwell Medical reported a net loss of $48.8 million in 2013, a
net loss of $54.02 million in 2012 and a net loss of $21.4
million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $23.9
million in total assets, $29.3 million in total liabilities, and a
$5.45 million total shareholders' deficit.


SAFEWAY INC: S&P Cuts Corp. Credit Rating to B, Off Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Pleasanton, Calif-based Safeway Inc. to 'B' from 'BBB'
and removed the rating from CreditWatch with negative implications,
where S&P placed it on Feb. 20, 2014.  The action equalizes the
rating on Safeway Inc. with Albertson’s Holdings LLC, which will
be the parent to Safeway after the merger transaction closes.  S&P
expects this should occur in the coming days.  The outlook is
positive.

At the same time, S&P lowered the ratings on Safeway's notes
(including its 3.40% senior notes due 2016, 6.35% notes due 2017,
5.00% notes due 2019, 3.95% notes due 2020, 4.75% senior notes due
2021, 7.45% debentures due 2027, and 7.25% debentures due 2031) to
'CCC+' from 'BBB'.  S&P also assigned a recovery rating of '6',
indicating its expectation of negligible (0%-10%) recovery of
principal in the event of payment default.  These notes have the
same rating as Albertson’s Holdings LLC senior secured
second-lien notes.

"The ratings on Albertson’s Holdings LLC and Safeway Inc. reflect
the substantial amount of leverage over the near and intermediate
term after issuing substantial additional debt to fund the
transaction, in which Albertson’s Holdings will purchase Safeway
Inc.," said credit analyst Charles Pinson-Rose.  "We expect the
combined company will have a large amount of cost synergies that
will be realized within the first four to five years after the
merger, with a good portion in the first year.  However, we expect
the integration and one-time costs will mostly counteract those
cost saving opportunities and thus there will not be material cash
flow enhancement in the first year after the merger closes.  We
believe the cost saving opportunities will be accretive to profits
and cash flow in subsequent years, and still expect the company to
generate excess cash flow over the near term, notwithstanding the
significant debt burden."

The outlook is positive.  S&P expects sales trends at both banners
should remain positive (more so at Albertson’s this year) and
that after incurring a large amount of transaction costs initially,
cost saving opportunities could lead to material profit growth.

Upside Scenario

If S&P expected leverage to be in the mid- to high-5x area within a
year from closing, S&P would consider a higher rating.  This would
mean that EBITDA would grow about 20% from expected pro forma
levels.  This would require about 90 basis points of margin
expansion and the combined company to maintain moderate sales
growth.  At this point, credit ratios would be relatively strong
for the financial risk category, and thereby driving an upgrade.
Furthermore, if the company exhibited that of level EBITDA growth,
the integration would have been executed relatively smoothly, which
could cause us to revise S&P's business risk assessment to
"satisfactory" from "fair" and also drive an upgrade.

Downside Scenario

Given the competitive nature of the industry, S&P believes sales
growth trends could moderate and price investments could counteract
some of the cost saving opportunities.  If S&P expected only
moderate profit growth and relatively static credit ratios, it may
consider a stable outlook.



SHILO INN: CB&T May Foreclose on Moses Lake Hotel
-------------------------------------------------
District Judge John A. Woodcock, Jr., in Maine ruled on the motions
in limine filed by both the Plaintiff and Defendant in the case,
SUSAN FAIRWEATHER, Plaintiff, v. FRIENDLY'S ICE CREAM, LLC,
Defendant, No. 2:13-CV-00111-JAW (D. Maine).

Both sides seek to exclude various pieces of evidence.

The Plaintiff's first motion seeks to exclude the testimony of
certain witnesses listed by the Defendant on the ground that the
Defendant committed discovery violations.  The Court agrees that
the Defendant failed to fully meet its disclosure and discovery
obligations, but it declines to exclude the witnesses. Instead, the
Court suggests means by which the prejudice from Defendant's
failure may be ameliorated.

The Plaintiff's second motion seeks to exclude evidence of any
discipline imposed by the Defendant's predecessor corporation
before it declared bankruptcy.  The Court concludes that the
evidence of the Plaintiff's entire history with Friendly's is
admissible.

Finally, the Defendant argues that evidence of other employee
misconduct and discipline is inadmissible.  The Plaintiff concedes
and the Court agrees that evidence of other employee misconduct
unrelated to rudeness is inadmissible.  However, the Court
concludes that evidence of employee rudeness and discipline due to
that rudeness is admissible.

A copy of the Court's Jan. 23, 2015 Order is available at
http://is.gd/FKBafkfrom Leagle.com.

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Friendly's is one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.

A Sun Capital affiliate, Sundae Group Holdings, offered to pay
about $120 million for the business.  The price includes enough
cash to pay first-lien debt and an amount of cash for unsecured
creditors to be negotiated with the official creditors' committee.
Aside from cash, Sun Capital made a credit bid from the $267.7
million in second-lien, pay-in-kind notes.  On Dec. 29, 2011, the
Bankruptcy Court entered an order approving the sale to Sundae
Group.  The sale closed on Jan. 9, 2012.  Friendly Ice Cream Corp.
was renamed to Amicus Wind Down Corporation following the sale.

Friendly's was one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

In early June 2012, the Debtor won approval of its liquidating
Chapter 11 plan where unsecured creditors were told to expect a
recovery between 1.6% and 3.2%.  The plan is partly based on a
settlement where existing owner Sun Capital receives releases of
claims in return for reducing its $279 million second-lien claim
to $50 million and subordinating the remaining secured claim.



ST. SIMONS LODGING: Jan. 30 Prelim. Hearing on Cash Collateral Use
------------------------------------------------------------------
Judge John S. Dalis of the U.S. Bankruptcy Court for the Southern
District of Georgia, Brunswick Division, gave St. Simons Lodging
LLC interim authority to use cash collateral and expend those funds
as minimally necessary to meet payroll and operating expenses.

A preliminary hearing on the cash collateral request is set for
Jan. 30, 2015, at 1:00 p.m., before Chief Bankruptcy Judge Susan D.
Barrett.  During the preliminary hearing, the Debtor is required to
provide an accounting of all moneys expended pursuant to the
Interim Order.

                 About St. Simons Lodging

St. Simons Lodging, LLC, owner of the Ocean Lodge Hotel on St.
Simons Island, Georgia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ga., Case No. 15-20046) on Jan. 22,
2015 .  The case is assigned to Judge John S. Dalis.

The Debtor is represented by John A. Christy, Esq., and Carole T.
Hord, Esq., at Schreeder, Wheeler & Flint, LLP; and Amanda Fordham
Williams, Esq., at Amanda F. Williams, Attorney At Law.

The Debtor has estimated assets ranging from $10 million to $50
million and estimated liabilities ranging from $10 million to $50
million.  The petition was signed by Joseph N. McDonough, manager.


STARR PASS:  DeConcini McDonald Replaces Gust Rosenfeld as Counsel
------------------------------------------------------------------
The Hon. Paul Sala of the U.S. Bankruptcy Court for the District of
Arizona authorized Starr Pass Residential LLC to employ DeConcini
McDonald Yetwin & Lacy P.C. to act as bankruptcy counsel for the
Debtor in place of Gust Rosenfeld P.L.C.

The Debtor told the Court that its primary attorney, Jody A.
Corrales, Esq., has begun a new position with the DeConcini
McDonald.  The Debtor said it wishes to continue Ms. Corrales to
represent in its bankruptcy case effective as of Jan. 1, 2015.

Ms. Corrales is expected to:

   a) advise management with respect to the powers and duties of a

      Debtor and debtor-in-possession;

   b) represent the Debtor at all subsequent Court hearing or
      contested matters that may be filed herein;

   c) prepare the necessary applications, motions, notices,
      orders, reports and other legal papers in pursuit of the
      reorganization;

   d) formulate and prepare a disclosure statement and Chapter 11
      plan of reorganization and any amendments or supplements
      thereto and other related documents; and

   e) perform other legal services relating to the administration
      and conduct of the Debtor's estate in its efforts to
      reorganize.

The Debtor assured the Court that DeConcini McDonald is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.

Ms. Corrales can be reached at:

   Jody A. Corrales, Esq.
   DeConcini McDonald Yetwin & Lacy PC
   2525 E. Broadway, Suite 200
   Tucson, AZ 85716
   Tel: (520) 322-500
   Fax: (520) 322-558
   Email: jcorrales@dmyl.com

                   About Starr Pass Residential

Starr Pass Residential LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014.  Christopher
Ansley signed the petition as authorized officer.  Gust Rosenfeld,
P.L.C., serves as the Debtor's counsel.  The Debtor disclosed total
assets of $7.40 million and liabilities of $146 million.

The bankruptcy case was reassigned to Judge Eileen W. Hollowell
because Judge Brenda Moody Whinery recused herself from hearing any
matter on the Chapter 11 proceeding.

The U.S. Trustee for Region 14 informed the U.S. Bankruptcy Court
for the District of Arizona that it was unable to appoint creditors
form the Official Committee of Unsecured Creditors for the Chapter
11 case of Starr Pass Residential LLC because an insufficient
number of persons holding unsecured claims against the Debtor have
expressed interest in serving on a committee.


SUMMIT STREET: Amends Schedules of Assets & Liabilities
-------------------------------------------------------
Summit Street Development Company LLC amended its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,050,000
  B. Personal Property              $678,442
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,710,130
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $385,645
                                 -----------      -----------
        TOTAL                    $10,728,442       $5,095,775

The Debtor disclosed $10,939,853 in assets and $4,783,977 in
liabilities in the prior iteration of the schedules.

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

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

                           About Summit Street

Summit Street filed a bare-bones Chapter 11 bankruptcy petition
(Bankr. W.D. Mich. Case No. 14-07339) in Grand Rapids, Michigan,
on Nov. 21, 2014.  The case is assigned to Judge John T. Gregg.
Ryan D. Heilman, Esq., at Wolfson Bolton PLLC, in Troy, Michigan,
serves as counsel.

Harry H. Hepler, the managing member and holder of 86.699 of the
membership interests, signed the petition.


TRANS-LUX CORP: Gabelli Reports 23.7% Stake as of Dec. 31
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Gabelli Equity Series Funds, Inc. - The
Gabelli Small Cap Growth Fund disclosed that as of Dec. 31, 2014,
it beneficially owned 404,180 shares of common stock of Trans-Lux
Corporation representing 23.77 percent of the shares outstanding.

A copy of the regulatory filing is available for free at:

                        http://is.gd/N5gIuy

                   About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux reported a net loss of $1.86 million on $20.9 million of
total revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $1.36 million on $23 million of total revenues in
2012.

As of Sept. 30, 2014, the Company had $17.1 million in total
assets, $15.37 million in total liabilities and $1.73 million in
total stockholders' equity.

BDO USA, LLP, in Melville, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a significant working capital deficiency that raise substantial
doubt about its ability to continue as a going concern.  Further,
the Company is in default of the indenture agreements governing
its outstanding 9 1/2 Subordinated debentures which was due in
2012 and its 8 1/4 percent Limited convertible senior subordinated
notes which was due in 2012 so that the trustees or holders of 25
percent of the outstanding Debentures and Notes have the right to
demand payment immediately.  Additionally, the Company has a
significant amount due to their pension plan over the next 12
months.


TRUMP ENTERTAINMENT: Creditors Seek to Fight Icahn Group's Claims
-----------------------------------------------------------------
Michael Bathon, writing for Bloomberg News, reported that a
committee of Trump Entertainment Resorts Inc.'s unsecured creditors
asked for court permission to sue a lender group led by billionaire
Carl Icahn, saying some of its claims on the casino company's
assets aren't valid.

According to the report, the committee said a successful lawsuit
could bring in "tens of millions" of dollars.  The report noted
that the filing continues the strife between Unite Here Local 54
and the Icahn lender group -- which pushed to scrap the union's
contract and cut employee benefits.

                About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.

The Official Committee of Unsecured Creditors tapped Gibbons P.C.
as its co-counsel, the Law Office of Nathan A. Schultz, P.C., as
co-counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


TRUMP ENTERTAINMENT: Has Until April 7 to File Plan
---------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware extended Trump Entertainment Resorts, Inc., et al.'s
exclusive plan filing period through and including April 7, 2015,
and their exclusive solicitation period through and including
June 8, 2015.

According to the Debtors, they are in the process of modifying the
reorganization plan that they have already submitted to address
concerns raised by the Court, as well as to address certain of the
concerns raised by the Official Committee of Unsecured Creditors.

The Debtors stated that although they believe they will be able to
confirm a plan of reorganization in short order and within their
initial Exclusive Solicitation Period, out of an abundance of
caution, they seek an extension of the Exclusive Periods in the
event that the plan currently on file requires further
modifications and amendments.

                 About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $286 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.

The U.S. Trustee for Region 3 appointed seven creditors of Trump
Entertainment Resorts, Inc., to serve on the official committee of
unsecured creditors.  The Committee tapped Gibbons P.C. as its
co-counsel, the Law Office of Nathan A. Schultz, P.C., as
co-counsel, and PricewaterhouseCoopers LLP as
its financial advisor.


TRUMP ENTERTAINMENT: Judge to Approve Plan Outline, $20M Loan
-------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Kevin Gross in Delaware
said at a hearing on Jan. 28 that he would approve both Trump
Entertainment Resorts Inc.'s Chapter 11 plan disclosure statement
and $20 million in debtor-in-possession financing from lender
companies controlled by Carl Icahn, but cautioned the debtor may
have a "tough time" when the case is up for confirmation.

As previously reported by The Troubled Company Reporter, Trump
Entertainment filed on Jan. 5, 2015, a third amended plan of
reorganization and accompanying disclosure statement to, among
other things, provide that holders of General Unsecured Claims
will
receive Distribution Trust Interests, which will include $1
million
in cash and the proceeds, if any, of certain avoidance actions.
Under the revised plan, holders of general unsecured claims are
estimated to recover 0.47% to 0.43% of their total allowed claim
amount. The Amended Plan also includes language reflecting the
recently-approved $20 million loan from Carl Icahn.

The new $20 million loan extended by Icahn requires that the
casino's plan of reorganization must
be confirmed by the bankruptcy court by March 13.  The loan
agreement also requires a Jan. 22 approval of the disclosure
statement explaining the plan.

                About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.

The Official Committee of Unsecured Creditors tapped Gibbons P.C.
as its co-counsel, the Law Office of Nathan A. Schultz, P.C., as
co-counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


UNI-PIXEL INC: Amends 2013 Annual Report in Response to Comments
----------------------------------------------------------------
On Oct. 29, 2014, Nov. 25, 2014, and Jan. 5, 2015, Uni-Pixel, Inc.,
received letters from the U.S. Securities and Exchange Commission
relating to its annual report on Form 10-K for the year ended Dec.
31, 2013, that was filed on Feb. 26, 2014.  Accordingly, the
Company amended that report to respond to these comment letters.
The Amendment did not affect the Company's balance sheet and
statement of operations.  A copy of the Form 10-K/A is available at
http://is.gd/A93dZZ

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel reported a net loss of $15.2 million in 2013, a net
loss of $9.01 million in 2012 and a net loss of $8.56 million in
2011.

The Company's balance sheet at Sept. 30, 2014, showed $39.4
million in total assets, $5.25 million in total liabilities and
$34.18 million in total shareholders' equity.


US CAPITAL: Fashion Mall May Be Auctioned April; Ram Realty Bids
----------------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that
bankruptcy trustee Kenneth A. Welt filed a motion on Jan. 28, 2015,
seeking court authorization to auction the shuttered Fashion Mall
in Plantation, Florida, in April.

According to Business Journal, a hearing on the Bankruptcy
Trustee's motion should take place before Bankruptcy Judge John K.
Olson on the same day the motion to convert the case into Chapter
11 will be heard, which is on Feb. 12, 2015.

Business Journal says Ram Realty Acquisitions, which would be the
stalking horse bidder with a $24 million bid, has already placed a
10% deposit.  The report states that Ram Realty would get a
$200,000 breakup fee if another bidder tops its price at the
auction.

Business Journal relates that CBRE has been hired to market the
property.

                    About US Capital Holdings

US Capital/Fashion Mall is the owner of the former "Fashion Mall
at Plantation", now vacant, located at 321 N. University Drive, in
Plantation, Florida.  US Capital Holdings is the 100% owner of US
Capital/Fashion Mall.  The mall -- http://www.321north.com-- is   
presently dormant, in part, as a result of a redevelopment plan
for the mall of a project called 321 North, which is intended to
be a major, retail, office and residential project.  The mall
suffered extensive hurricane damage from Hurricane Wilma.

US Capital Holdings, LLC, and an affiliate, US Capital/Fashion
Mall, LLC, filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
12-14517 and 12-14519) in Forth Lauderdale, Florida, on Feb. 24,
2012.  The Debtor listed assets of $11,496 and liabilities of
$22,777,428.  Judge John K. Olson presides over the case.  

On Oct. 14, 2014, US Capital/Fashion Mall, LLC, filed for Chapter 7
liquidation (Bankr. S.D. Fla. Case No. 14-32819).  Judge John K.
Olson presides over the case.  

The Debtor is represented by:

      Thomas M. Messana, Esq.
      Messana P.A.
      Las Olas City Centre, Suite 1400
      401 East Las Olas Boulevard
      Fort Lauderdale, FL 33301
      Tel: (954)712-7415
      E-mail: tmessana@messana-law.com

As reported by the the Troubled Company Reporter on Oct. 16, 2014,
Brian Bandell, Senior Reporter at the South Florida Business
Journal, said US Capital listed both its assets and debts between
$10 million and $50 million each.  Business Journal added that
parent company Mapuche LLC also filed for Chapter 7 in the same
month.  Business Journal stated that Wei Chen -- the manager of
Mapuche LLC, the entity that controls the Debtor -- signed the
Chapter 7 liquidation petition on behalf of Mapuche, the Debtor and
U.S. Capital/Fashion Mall.


VALLEY FORGE: Head Wins Stay of Shareholder Suit
------------------------------------------------
Law360 reported that U.S. District Judge Michael M. Anello in
California paused a proposed shareholder class action against
aerospace technology company Valley Forge Composite Technologies
Inc., providing breathing room for a co-founder to fight charges
stemming from allegedly illegal microcircuit sales to Hong Kong and
China and participate in the company's bankruptcy proceedings.
According to the report, Judge Anello said in his ruling that the
class action appears to address many of the same issues as the
criminal case and the related bankruptcy, and a stay would promote
the efficient use of court resources.

The case is Neborsky v. Valley Forge Composite Technologies, Inc.
et al., Case No. 3:13-cv-02307 (S.D. Calif.).

Valley Forge Composite Technologies, Inc., sought Chapter 11
bankruptcy protection (Banrk. M.D. Pa. Case No. 13-05253) on Oct.
9, 2013.  The case is assigned to Judge John J. Thomas.  The
Company, which produces technology products, is represented by
Maurice R. Mitts of Mitts Milavec.


VARIANT HOLDING: Court Sets March 17 as Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set March
17, 2015, at 4:00 p.m. (Easter Time) as deadline for creditors and
all governmental units of Variant Holding Company LLC to file
proofs of claim.

                      About Variant Holding

Variant Holding Company, LLC, and its affiliates are a commercial
real estate company with indirect ownership in 27 apartment
complexes and other real property interests in Arizona, Georgia,
Maryland, Nevada, South Carolina, Texas and Virginia.

Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.


WARTBURG COLLEGE: Fitch Assigns 'BB' Rating on $84.6MM Bonds
------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to approximately $84.6
million private college revenue refunding bonds, series 2015 issued
by the Iowa Higher Education Loan Authority on behalf of Wartburg
College.

The fixed rate series 2015 bonds are expected to sell via
negotiation the week of March 2, 2015.  Proceeds of the bonds will
be used to currently refund all of the outstanding series 2005A and
2005B bonds, and to pay costs of issuance.

At the same time, Fitch affirms the 'BB' rating on the outstanding
series 2005A bonds.

The Rating Outlook is revised to Negative from Stable.

SECURITY

The series 2015 private college facility revenue bonds are a
general obligation of the college, secured by a lien on revenues of
the college and a mortgage on the core campus, including the
wellness center which was the prime security for the series 2005B
bonds.  Additionally, the bonds are supported by a cash-funded debt
service reserve fund equal to maximum annual debt service (MADS).

KEY RATING DRIVERS

NEGATIVE OUTLOOK: The revised Outlook reflects the financial stress
created by a limited ability to raise revenue, coupled with
weakening operations driving lower MADS coverage.  The negative
trending enrollment and higher discounting rate is concerning and
further supports a Negative Outlook.

'BB' RATING AFFIRMED: Wartburg's 'BB' rating reflects its small
headcount and high reliance on student revenue for operations,
together with a history of generally negative and volatile
operating margins, as calculated by Fitch.  Though weak, there is
relative stability in the financial cushion, and the lack of
additional debt plans alleviates some concern over the high debt
burden.

FINANCIAL FLEXIBILITY LIMITED: Wartburg is dependent on student
fees to support operations.  This reliance is exacerbated by an
increasing discount rate which limits growth in net tuition
revenues.

DECLINING ENROLLMENT TREND: Wartburg has experienced three
consecutive years of declining full-time equivalent (FTE)
enrollment.  Competition continues to challenge the college and
drive up the institutional aid requirement, which is already high.

RATING SENSITIVITIES

OPERATING PERFORMANCE: The rating is sensitive to modest shifts in
enrollment and resultant impacts to operating performance.  Failure
to steadily improve operating performance could negatively pressure
the rating.

RESOURCE STABILITY: Wartburg's inability to sustain and build on
vastly improved resources could negatively pressure the rating.

CREDIT PROFILE

Wartburg College, established in 1852 as a liberal arts college of
the Evangelical Lutheran church, is located in Waverly, IA and
serves predominantly in-state undergraduate students.

OPERATIONS WEAKENING

Wartburg's operating results have been historically negative on a
GAAP accrual basis, though they posted a slight surplus in 2013 and
have met current debt service coverage.  Fiscal 2014 again saw a
decline, generating an operating margin, including its endowment
draw, of negative 3.6%, on a full accrual basis.

These weaker 2014 results were largely driven by increased expenses
and higher tuition discounting.  They did not meet Fitch's
expectations that the college would sustain and build on vastly
improved margins over the past five years (from fiscal 2009) and
stabilize headcount.  According to management, fiscal 2014
operations were negatively impacted by lower than expected net
tuition and fees (due to increased financial aid expense), coupled
with new development staff, utilities, bookstore inventory, health
insurance and salary increases.

Management budget projections for fiscal 2015 remain negative,
though slightly stronger than fiscal 2014 results.  Favorably,
management revises its budget in October with actual enrollment
counts.  However, a small increase in net tuition revenue and gifts
is expected to be offset by lower auxiliary revenues, increased
salary and benefits costs, and a marketing campaign.

The college is in the process of identifying both new revenues and
expense reductions for fiscal 2016, mostly staff and faculty
reductions.  Management expects to see operating stability by
fiscal 2016.  Fitch will monitor to see if more positive results
are achievable.  Additional concern comes from a tuition rate
increase for fall 2015 (fiscal 2016) that is expected to be
significantly lower than historical levels, the number of high
school graduates in Wartburg's region which continues to be
pressured, and the college's negative enrollment trends.

Wartburg's ability to achieve operating balance and enrollment
stability in the coming fiscal cycles will be a key factor in
Fitch's rating determination.

HIGH RELIANCE ON TUITION

Negative-trending enrollment continued for the third consecutive
year in fall of 2014 and continues to pressure operations.  Given
its small operating budget, the college's operations are vulnerable
to slight variations in enrollment and financial aid without
diligent expense management.

Wartburg relies heavily on student revenues, increasing to 82.6% in
fiscal 2014.  Growth in gross tuition and fees (3.3%) over prior
year, as anticipated, is due to tuition and fee increases. Wartburg
projects modest incremental growth in net tuition revenue in fiscal
2015 which is supported by a tuition rate increase for fiscal 2015
of 5.3%, which is lower than historical levels, and no expected
increase in the discount rate.  However, the tuition rate increase
in fiscal 2016 (fall 2015) is expected to be well below prior years
(2.9%), which could have a negative impact on net tuition revenues,
without enrollment and discounting stability.

Growth in net tuition revenue in fiscal 2014 was flat due to
increased financial aid (the discount was 51.5%).  The college
projects very modest net tuition revenue growth in fiscal 2015.

Fitch will continue to monitor the college's ability to grow net
tuition revenue, stabilize enrollment and effectively manage the
institutional aid expense.  The inability to do so could negatively
impact the rating.

NEGATIVE-TRENDING ENROLLMENT

Headcount declined by 3.1% in fall 2014 to 1,661.  FTE enrollment
was also down at 1,628, from 1,680 FTE in fall 2013.  Wartburg's
fall 2014 enrollment fell short of projected targets.  Fitch notes
that given the school's modest enrollment, a decline of 3% or more
could have a large financial impact.  Management projects stable
enrollment for fall 2015, with a stretch goal of 520 new students,
but uses more conservative budget assumptions.  The college's fall
2014 admissions are not highly selective, but are consistent with
prior years.  New-student selectivity was slightly weaker at 77.4%
versus 74.6% the prior year.  The matriculation rate of 27% also
indicates significant demand pressure.  Retention fluctuates
year-to-year.  The freshman-to-sophomore retention rate weakened in
fall 2014 to 74% from the prior year 81%.  Fitch notes that
Wartburg's principally regional market area has declining numbers
of high school graduates.

Fitch views the continuing decline in enrollment as a credit
concern, particularly after expectations for incremental growth and
stabilized enrollment.  Inability to stabilize enrollment is a
factor in the Negative Outlook.

LIQUIDITY SUPPORTS RATING AFFIRMATION

Balance sheet resources grew in fiscal 2014 as a result of
investment returns and gifts and contributions.  Cash and
investments totaled $75.6 million in fiscal 2014, up from about
$71.7 million in the prior year.  Consequently, available funds,
defined as unrestricted cash and investments, increased slightly to
$33.1 million in fiscal 2014 from $31.8 million in fiscal 2013.
Wartburg's available funds ratios remain strong for the rating
category and indicate some cushion for operations.  Available funds
are 61.4% of fiscal 2014 operating expenditures and 37.2% of
long-term debt.

Under the bond documents, the college's liquidity covenant requires
it to maintain long term debt-to-total cash and investments,
including restricted cash, of greater than .50x; based on
information provided the fiscal 2014 liquidity ratio calculation
improved to 97.7%, exceeding the 50% minimum requirement.

The alternative investment allocation for Wartburg is approximately
21%, essentially the same as the previous year. Management reported
that the endowment returned 11% in fiscal 2014, increasing the
pooled endowment market value as of May 31, 2014 to $59.1 million,
compared to $52.4 million over the prior year.  Wartburg continues
to draw 4.5% of the endowment based on a rolling 36-month average

Wartburg's high reliance on student-related revenue necessitates
maintenance of a liquidity cushion at or above current levels to
manage operating and enrollment fluctuations.  Positively, as of
December 2014, the college has raised $60 million of gifts and
pledges of its $75 million campaign goal after entering a public
phase in October 2014.  Fitch will continue to monitor the
college's fundraising progress.

HIGH DEBT BURDEN; DECLINING COVERAGE

Post refunding, Wartburg's long-term debt of $84.6 million yields a
high MADS burden of 11.9%.  Historically, Fitch believes the
college has partially offset this debt burden by covering current
debt service from operations.  However, MADS ($6.2 million)
coverage declined to 1.06x based on fiscal 2014 unrestricted
operating revenues, as calculated by Fitch.

The series 2015 debt structure has a slightly ascending structure
with MADS occurring in fiscal 2035.  Average annual debt service
(AADS) coverage based on fiscal 2014 operations is stronger at
1.13x.  The college's debt burden is expected to decline over time
due to normal amortization and the lack of any new debt plans.  The
college continues to be in compliance with its legal rate covenant
which requires 1.10x coverage, unless its liquidity ratio exceeds
.75x.



WBH ENERGY: Files Schedules of Assets and Liabilities
-----------------------------------------------------
WBH Energy, LP, filed with the Bankruptcy Court its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   Unknown
  B. Personal Property              $557,045
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $48,947,377
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                           $3,275
                                 -----------      -----------
        Total                      $557,045*      $48,950,652

* does not value of oil and gas leases which is unknown

A copy of the schedules is available for free at

          http://bankrupt.com/misc/WBHEnergy_64_SAL.pdf

                         About WBH Energy

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

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

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

The U.S. Trustee for Region 7 appointed seven creditors to serve on
the official committee of unsecured creditors.


WBH ENERGY: US Energy Balks at Use of Lenders Cash Collateral
-------------------------------------------------------------
US Energy Development Corporations objected to WBH Energy, LP, et
al.'s motion for authorization to use the cash collateral of
existing secured lenders.

US Energy said it does not believe that its interest to the cash
collateral are adequately protected.

US Energy also denied that immediate use of cash collateral will
stabilize the Debtors' operations and revenue, although US Energy
believe that paying postpettition operating expenses relating to
the Debtors' working interest are necessary and appropriate.

The Debtors, together with CL III Funding Holding Company, LLC
(Castlelake) and USED, previously entered into a stipulation that
extended until Jan. 23, 2015, the Debtors' authority to use cash
collateral.

The Debtors are represented by:

         William A. (Trey) Wood III, Esq.
         Jason G. Cohen, Esq.
         BRACEWELL & GIULIANI LLP
         711 Louisiana, Suite 2300
         Houston, TX 77002
         Tel: (713) 223-2300
         Fax: (713) 221-1212
         E-mails: Trey.Wood@bgllp.com
                  Jason.Cohen@bgllp.com

CL III Funding is represented by:

         Kenneth Green, Esq.
         Phil Snow, Esq.
         SNOW SPENCE GREEN LLP
         2929 Allen Parkway, Suite 2800
         Houston, TX 77019
         Tel: (713) 335-4800
         Fax: (713) 335-4848

U.S. Energy is represented by:

         Eric J. Taube, Esq.
         Mark C. Taylor, Esq.
         HOHMANN, TAUBE & SUMMERS, L.L.P.
         100 Congress Avenue, 18th Floor
         Austin, TX 78701
         Tel: (512) 472-5997
         Fax: (512) 472-5248
         E-mails: erict@hts-law.com
                  markt@hts-law.com

                         About WBH Energy

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

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

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

WBH Energy, LP, and WBH Energy Partners estimated their assets and
liabilities at between $10 million and $50 million each.  WBH
Energy, LP disclosed $557,045 plus an unknown amount and
$48,950,652 in liabilities as of the Chapter 11 filing.  WBH Energy
GP estimated its assets at up to $50,000, and its liabilities at
between $10 million and $50 million.

The U.S. Trustee for Region 7 appointed seven creditors to serve on
the official committee of unsecured creditors.


WELLS ENTERPRISES: S&P Alters Outlook on B+ CCR to Stable
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Le Mars,
Iowa-based Wells Enterprises Inc. to stable from negative.  S&P
also affirmed all ratings on the company, including our 'B+'
corporate credit rating.

"The outlook revision reflects our expectation that Wells'
operating performance has stabilized and will improve over the next
12 months, thanks to cost saving initiatives, customer and product
rationalization, and increased pricing, despite its participation
in the competitive and declining ice cream category," said Standard
& Poor's credit analyst Bea Chiem. "Additionally, we expect
declining dairy prices will improve the company's profitability in
2015, leading to expanded EBITDA margins."

Privately held Wells is a manufacturer and marketer of branded and
private-label ice cream, serving primarily the retail and
foodservice sales channels.  Standard & Poor's ratings on Wells
partly reflect S&P's expectation that the company will continue to
generate good cash flow, and sustain credit metrics near current
levels.  S&P expects the company will maintain adjusted leverage in
the 3x to 3.5x area and a ratio of adjusted funds from operations
(FFO) to debt near 20% over the next 12 months.  These metrics are
in line with the indicative ratios for S&P's "significant"
financial risk profile.  S&P estimates credit metrics improved over
the past year despite decreased profitability as the company
prepaid $47 million of its senior notes, resulting in leverage
decreasing to about 3.2x for the 12 months ended Sept. 30, 2014,
compared with about 3.6x for the year ended Dec. 28, 2013.

S&P's assessment of the business risk profile as "vulnerable"
reflects Wells' lack of diversity as compared to its larger,
financially stronger competitors, as it only participates in U.S.
packaged ice cream and frozen novelties categories.  Wells has
customer concentration and its manufacturing footprint is
concentrated, with all of its production capacity located in Le
Mars, Iowa, including its centralized warehouse facility.
Additionally, S&P believes Wells is exposed to commodity cost
volatility, including dairy inputs representing nearly 25% of
cost-of-goods sold.



WET SEAL: Seeks to Reject 31 Contracts
--------------------------------------
The Wet Seal, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to reject 31 executory
contracts, a schedule of which is available at http://is.gd/rS5I4q,
that no longer serve any business purpose and/or burdensome to the
Debtors' estates.

                          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.


WINSTAR COMMS: 3rd Cir. Shuts Down IDT Suit Over $42.5-Mil. Deal
----------------------------------------------------------------
Law360 reported that the U.S. Court of Appeals for the Third
Circuit rebuffed IDT Corp. and Winstar Holdings LLC's bid to revive
their lawsuit alleging The Blackstone Group LP and other financial
firms misrepresented the value of bankrupt Winstar Communications
Inc. before its $42.5 million sale, ruling the suit was
time-barred.

According to the report, Winstar Holdings and IDT had alleged that
Blackstone, Impala Partners LLC and Citigroup Inc. cost IDT more
than $300 million by misrepresenting Winstar Communications' sales,
customers and other information prior to IDT's purchase of the
telecommunications company's business assets.

                About Winstar Communications, Inc.

Based in New York, Winstar Communications, Inc., provided
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  As
part of their chapter 11 restructuring strategy, the Debtors sold
their domestic telecom assets to IDT Winstar Acquisition, Inc.
IDT later sold the Winstar Assets to GVC Networks, LLC, resulting
in the creation of GVCwinstar, a wholly owned subsidiary of GVC
Networks.

On Jan. 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a Chapter 7 liquidation proceeding.  Christine C. Shubert
serves as the Debtors' Chapter 7 trustee.  The Chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

In early 2009, the U.S. Court of Appeals for the Third Circuit
affirmed a ruling that required an Alcatel-Lucent SA unit to
return to the Chapter 7 trustee a $188.2 million loan payment it
accepted in 2000.  As a business partner to the telecommunications
company, Lucent Technologies Inc. was an "insider" under U.S.
bankruptcy law and owes Winstar's trustee the money, the appeals
court said.


WORLD SURVEILLANCE: Settles Litigation with La Jolla
----------------------------------------------------
World Surveillance Group Inc. entered into a settlement agreement
and mutual release with La Jolla Cove Investors, LLC.  According to
a regulatory filing with the U.S. Securities and Exchange
Commission, this Agreement fully resolves the pending litigation
[World Surveillance Group Inc. V. La Jolla Cove Investors, Inc.,
U.S. District Court (N.D. Cal. San Francisco Division), Case No.
3:13-cv-03455 JD], which was previously reported in the Company's
Form 8-K filing on July 25, 2013.  In addition to other terms in
the Agreement, and without any admission of wrongdoing by either
party, the parties agreed:
  
  * That the Company would pay La Jolla $290,000 as follows:
    $150,000 on Dec. 19, 2014, and the remaining balance of    
    $140,000 to be paid in equal monthly payments of $20,000 on
    the 19th of the month, commencing on Jan. 19, 2015, and ending
    July 19, 2015;
  
  * That if any payment is not paid within 10 days following a   
    notice of default given to the Company's counsel by La Jolla,
    La Jolla is entitled to a judgment in the amount of $390,000;

  * That La Jolla has not sold or otherwise transferred or
    liquidated any shares of stock of the Company held by La Jolla

    since Nov. 18, 2014;
  
  * That La Jolla would issue irrevocable instructions to the
    Company's transfer agent to cancel the 813,422 shares of
    common stock still held by La Jolla; and
  
  * To a mutual release for any claim related to the Agreements
    and the Litigation, such release to include Nuwa Group, LLC
    and Drone Aviation Holding Corp; provided, however, that on a
    payment default this release is no longer in effect including
    as to Nuwa and Drone.

                     About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance reported a net loss of $3.41 million on
$559,000 of net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $3.36 million on $272,000 of net
revenues for the year ended Dec. 31, 2012.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

As of Sept. 30, 2014, the Company had $6.14 million in total
assets, $17.3 million in total liabilities, all current, and a
$11.1 million total stockholders' deficit.

                         Bankruptcy Warning

"We have incurred substantial indebtedness and may be unable to
service our debt.

"Our total indebtedness at September 30, 2014 was $17,292,275.  A
portion of such indebtedness reflects judicial judgments against
us that could result in liens being placed on our bank accounts or
assets.  We are continuing to review our ability to reduce this
debt level due to the age and/or settlement of certain payables
but we may not be able to do so.  This level of indebtedness
could, among other things:

   * make it difficult for us to make payments on this debt and
     other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us," the Company
     stated in its quarterly report for the period ended Sept. 30,
     2014.


YOUR EVENT: Incurs $470K Net Loss in Nov. 30 Quarter
----------------------------------------------------
Your Event, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $471,000 on $228,000 of revenue for the three months ended Nov.
30, 2014, compared to a net loss of $386,000 on $119,000 of revenue
for the same period in the prior year.

The Company's balance sheet at Nov. 30, 2014, showed $1.8 million
in total assets, $3.18 million in total liabilities, and a
stockholders' deficit of $1.38 million

The Company's ability to continue as a going concern is contingent
upon the successful completion of additional financing arrangements
and its ability to achieve profitable operations.  Management plans
to raise equity capital to finance the operating and capital
requirements of the Company.  Amounts raised will be used for the
acquisition of business across several industry sectors through the
implementation of well-defined management strategies.  While the
Company is putting forth its best efforts to achieve these plans,
there is no assurance that any such activity will generate funds
that will be available for operations.  These conditions 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/YuXswi

Your Event, Inc., a development stage company, focuses on
marketing and selling apparel and merchandise at retail sales
prices under the Hello Kitty brand name.  Its apparel products
would consist of T-shirts, outerwear, fleece Jackets, and
adjustable baseball caps; and hard goods would comprise tote bags,
coin purses, cell phone covers, pins, ball point pens, eyeglass
frames, plush seat cushions, plush dolls, keychains, and stickers.

The company's products would be sold primarily to sports stores
owned and operated by major league baseball teams in the United
States and Canada, as well as through mlb.com.  Your Event, Inc.
was founded in 2007 and is headquartered in Hermosa Beach,
California.

The Company reported a net loss of $433,800 on $620,000 of revenue
for the three months ended May 31, 2014, compared with a net loss
of $171,000 on $nil of revenue for the same period last year.

The Company's balance sheet at May 31, 2014, showed $2.43 million
in total assets, $3.17 million in total liabilities, and a
stockholders' deficit of $741,000.



[*] Bill to Allow Illinois Munis to Seek Bankruptcy Filed
---------------------------------------------------------
The Chicago Tribune reported that State Representative Ron Sandack
(R-Downers Grove) filed legislation that would make Illinois the
25th state that allows municipalities to seek bankruptcy
protections under Chapter 9 of the U.S. Bankruptcy Code.

"House Bill 298 would allow desolate and debt-ridden municipalities
in Illinois to seek bankruptcy protections through the federal
bankruptcy law," the Tribune quoted Mr. Sandack as saying. "As more
and more municipalities are looking for relief and ways to deal
with rising pension liabilities and other costs, this is a tool
that can help them stabilize and reorganize financial affairs in
ways that benefit taxpayers."

"Similar to the types of bankruptcy we see in the courts today, a
municipality would have to file a plan according to a court-ordered
schedule that divides creditors into classes and proposes treatment
for each class," the Tribune further quoted Mr. Sandack as saying.
"Creditors would get to vote on the plan and the court would
approve the plan that has been accepted and is in the best interest
of the creditors."


[*] Congressman Revives Asbestos Trust Transparency Bill
--------------------------------------------------------
Law360 reported that a bill that would impose new disclosure
requirements on asbestos injury claims from the massive trusts
charged with disbursing insolvent companies' funds was reintroduced
in the U.S. House of Representatives by U.S. Congressman Blake
Farenthold, R-Texas.

According to the report, proponents of the bill, a similar version
of which died in a Senate committee last year, say it will trim
fraud in the asbestos bankruptcy trust system by requiring trusts
to file quarterly reports with information on claims that were
received and paid.


[*] Mackinac Partners Promotes Three People to Director
-------------------------------------------------------
Mackinac Partners, a financial advisory and turnaround management
firm, on Jan. 28 announced the promotion of George Henderson, Kyle
Koger and Scott Dubois to the position of Director.

"We are very proud of Scott's, Kyle's and George's strong
contributions to our practice," Mackinac Partners Managing Partner
Jim Weissenborn said.  "They have each provided outstanding client
service, value and innovative solutions for our clients and
partners.  Their ability to perform at a high level often under the
pressure of complex restructurings and deadlines merits this
recognition.  We extend our thanks to George, Kyle and Scott as
well as their families, and wish them each the best in their
continued advancement at Mackinac Partners."

Mr. Henderson, an MBA graduate in real estate finance from
Kenan-Flagler Business School, has been active in Mackinac
Partners' restructuring and real estate practice since 2011.
During his tenure at Mackinac Partners he has focused on the sales
optimization of a private $700mm distressed real estate debt
portfolio and has played key roles in numerous restructuring and
buy-side due diligence engagements for large private equity firms.
Prior to Mackinac Partners, Mr. Henderson worked on the
acquisitions team for South Street Partners, a real estate
investment and operating company based in Charlotte, NC.

Mr. Koger, who has a diverse background in finance, M&A, cash flow
and debt management, and commercial and residential real estate
portfolios, has played key roles on a number of Mackinac Partners
turnaround and distressed debt projects, including the Chapter 11
liquidation of a large real estate developer.  He has also been
instrumental in providing strong forecasting, analytical and
operational support to clients with portfolios in the Hospitality,
Food and Restaurant industries. A finance graduate from the McCombs
School of Business at the University of Texas, Mr. Koger served as
an Investment Banking and Equity Capital Markets analyst at
Jefferies & Company in New York prior to joining Mackinac
Partners.

Mr. DuBois, who has served in key roles on many Mackinac Partners
distressed debt, sell-side and buy-side engagements, has
considerable experience in M&A transactions, bankruptcy
proceedings, and debtor/creditor turnaround projects.  He has also
provided strong analytical support, cash flow management and
operations support to clients and equity partners across the Food
and Restaurant, Real Estate, Insurance and Consumer Products
industries.  A BBA and MPA graduate from the McCombs School of
Business at the University of Texas, Mr. DuBois served as an
Investment Banking Analyst with Houlihan Lokey in Dallas prior to
his tenure with Mackinac Partners.

                    About Mackinac Partners

Mackinac Partners -- http://www.mackinacpartners.com/-- is a
financial advisory and turnaround management firm that helps
clients drive growth, optimize performance and increase stakeholder
value through a broad range of strategic, operational, M&A and
financial advisory services, including:

Interim Management and Financial Restructuring Services
M&A and Sell-side Transaction Advisory Services
Business Intelligence Services
Private Equity Advisory Services
Specialty Real Estate Services
Dispute Advisory Services


[*] Whiteford Taylor Adds Ex-Sidley Austin Bankruptcy Vet
---------------------------------------------------------
Law360 reported that Whiteford Taylor & Preston LLP has picked up
David Kuney, a bankruptcy and appellate specialist who has just
retired after 13 years as a partner and senior counsel focusing on
the real estate and retail segments of bankruptcy at Sidley Austin
LLP.

According to Law360, Mr. Kuney retired from Sidley at the end of
2014, and he says his work as senior counsel with the 160-attorney
Whiteford will complement his teaching at Georgetown University Law
Center.

Mr. Kuney may be reached at:

          David Kuney, Esq.
          WHITEFORD TAYLOR & PRESTON LLP
          1025 Connecticut Avenue, NW, Suite 400
          Washington, DC 20036-5405
          Tel: (202) 659-6807
          Fax: (202) 327-6184
          Email: DKuney@wtplaw.com


[^] BOOK REVIEW: Lost Prophets -- An Insider's History
------------------------------------------------------
Author: Alfred L. Malabre, Jr.
Publisher: Beard Books
Softcover: 256 pages
List Price: $34.95
Review by Henry Berry

Order your personal copy today at http://is.gd/KNTLyr

Alfred Malabre's personal perspective on the U.S. economy over the
past four decades is firmly grounded in his experience and
knowledge.  Economics Editor of The Wall Street Journal from 1969
to 1993 and author of its weekly "Outlook" column, Malabre was in
a singular position to follow the U.S. economy in recent decades,
have access to the major academic and political figures
responsible for economic affairs, and get behind the crucial
economic stories of the day.  He brings to this critical overview
of the economy both a lively, often provocative, commentary on the
picture of the turns of the economy.  To this he adds sharp
analysis and cogent explanation.

In general, Malabre does not put much stock in economists. "In
sum, the profession's record in the half century since Keynes and
White sat down at Bretton Woods [after World War II] provokes
dismay."  Following this sour note, he refers to the belief of a
noted fellow economist that the Nobel Prize in this field should
be discontinued.  In doing so, he also points out that the Nobel
for economics was not one originally endowed by Alfred Nobel, but
was one added at a later date funded by the central bank of Sweden
apparently in an effort to give the profession of economists the
prestige and notice of medicine, science, literature and other
Nobel categories.

Malabre's view of economists is widespread, although rarely
expressed in economic circles.  It derives from the plain fact
that modern economists, even hugely influential ones such as John
Meynard Keynes, are wrong as many times as they are right.  Their
economic theories have proved incomplete or shortsighted, if not
basically wrong-headed.  For example, Malabre thinks of the
leading economist Milton Friedman and his "monetarist colleagues"
as "super salespeople, successfully merchandising.an economic
medicine that promised far more than it could deliver" from about
the 1960s through the Reagan years of the 1980s.  But the author
not only cites how the economy has again and again disproved the
theories and exposed the irrelevance of wrong-headedness of the
policy recommendations of the most influential economists of the
day.  Malabre also lays out abundant economic data and describes
contemporary marketplace and social activities to show how the
economy performs almost independently of the best analyses and
ideas of economists.

Malabre does not engage in his critiques of noted economists and
prevailing economic ideas of recent decades as an end in itself.
What emerges in all of his consistent, clear-eyed, unideological
analysis and commentary is his own broad, seasoned view of
economics-namely, the predominance of the business cycle.  He
compares this with human nature, which is after all the substance
of economics often overlooked by professional and academic
economists with their focus on monetary policy, exchange rates,
inflation, and such.  "The business cycle, like human nature, is
here to stay" is the lesson Malabre aims to impart to readers
interested in understanding the fundamental, abiding nature of
economics.  In Lost Prophets, in language that is accessible and
jargon-free, this author, who has observed, written about, and
explained economics from all angles for several decades,
persuasively makes this point.

In addition to holding a top position at The Wall Street Journal,
Malabre is also the author of the books, Understanding the New
Economy and Beyond Our Means, which received the George S. Eccles
Prize from the Columbia Business School as the best economics book
of 1987.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

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

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

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

                            *********

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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***