TCR_Public/150202.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, February 2, 2015, Vol. 19, No. 33

                            Headlines

AC 1 INV: Manahawkin Shopping Center Slated for February Auction
ADAMIS PHARMACEUTICALS: To Issue 1.5MM Shares Under Equity Plan
AEREO INC: Lawton W. Bloom Approved as Chief Restructuring Officer
AG 11 LLC: Case Summary & 3 Largest Unsecured Creditors
ALABAMA AIRCRAFT: Boeing Must Fork Over Docs in $1.1B Row

ALLIANT TECHSYSTEMS: Moody's Affirms Ba2 CFR Over Orbital Merger
ALLY FINANCIAL: Posts $177 Million Net Income for Fourth Quarter
AMERICAN CHARTER: Fitch Affirms 'BB' Rating on $73.8MM Bonds
AMERICAN MEDIA: Sells Women's Active Lifestyle Unit to Meredith
AMERICAN POWER: Van Steenwyk Reports 6.1% Stake as of Jan. 26

AOXING PHARMACEUTICAL: Deadline to Comply With NYSE Extended
API TECHNOLOGIES: Posts $1.2 Million Net Loss in Fourth Quarter
ASSUREDPARTNERS CAPITAL: Moody's Keeps B3 CFR Over Incremental Debt
ASSUREDPARTNERS CAPITAL: S&P Rates $125MM Incremental Loan 'B'
ATLANTIC COAST: EVP and CFO Jay Lent Resigns

ATLAS RESOURCES: S&P Revises Outlook to Negative & Affirms 'B' CCR
ATWOOD OCEANICS: S&P Revises Outlook to Stable & Affirms 'BB' CCR
AUXILIUM PHARMACEUTICALS: Amends Notes Indenture with Trustee
AUXILIUM PHARMACEUTICALS: BlackRock Has 6.4% Stake as of Dec. 31
AUXILIUM PHARMACEUTICALS: Endo Completes $2.6B Purchase

AXESSTEL CORP: ComVen V Reports 5.3% Stake as of Sept. 24
BATS GLOBAL: Moody's Reinstates Corp. Family Rating to 'B1'
BAXANO SURGICAL: Assets Fetch $7.8 Million at Auction
BEAZER HOMES: Reports $22.3-Mil. Loss in Dec. 31 Quarter
BERNARD L. MADOFF: Customers Benefit $25MM From Settlement

BERRY PLATICS: Posts $13 Million Net Income in First Quarter
BIG RIVERS: S&P Revises Outlook on 'BB-' ICR to Stable
BINDER & BINDER: Committee Objects to Proposed Loan
BLACKSANDS PETROLEUM: Delays Fiscal 2014 Form 10-K Filing
BOMBARDIER RECREATIONAL: Bank Debt Trades at 2% Off

BOOMERANG SYSTEMS: Arbitrator Denies Crescent's Fraud Claims
BROWN BUILDING: Case Summary & 20 Largest Unsecured Creditors
C. WONDER: Can Continue GOB Sales, Store Closings
CACHE INC: MFP Partners Reports 13.1% Stake as of Jan. 23
CACHE INC: Receives NASDAQ Delisting Notice

CAESARS ENTERTAINMENT: Bank Debt Trades at 9% Off
CAESARS ENTERTAINMENT: Meeting to Form Committee on Feb. 4
CAESARS ENTERTAINMENT: No Accord Reached with Bank Lenders
CALPINE CORP: Moody's Rates New $500MM Sr. Unsecured Notes 'B3'
CAMPBELL CARMART: Case Summary & 7 Largest Unsecured Creditors

CARROLS RESTAURANT: S&P Alters Outlook to Neg. & Affirms 'B-' CCR
CENTRAL GARDEN: S&P Raises CCR to 'B+' on Improved Business Model
CHAMPION INDUSTRIES: Incurs $1.1 Million Net Loss in 2014
CHINA TELETECH: Acquires 51% Equity Interest in Jinke
CIT GROUP: DBRS Assigns 'BB' Issuer Rating

COMMUNITY HEALTH: S&P Affirms B+ CCR & Revises Outlook to Stable
COMMUNITYONE BANCORP: Posts $144 Million Net Income in Q4
COMSTOCK MINING: Has $9.64-Mil. Net Loss in 2014
COMSTOCK MINING: Incurs $13.3 Million Net Loss in 2014
COMSTOCK MINING: Van Den Berg Reports 25.5% Stake as of Dec. 31

CRAFT INTERNATIONAL: Has Feb. 17 Hearing on Deal to Close Company
CTI BIOPHARMA: Estimates Financial Standing of $46.2MM at Dec. 31
CUI GLOBAL: First Eagle Investment Reports 11% Stake as of Dec. 31
DAE AVIATION: S&P Raises CCR to 'B' on Improving Financials
DALLAS COUNTY SCHOOLS: Moody's Rates $12MM Promissorry Note Ba3

DENDREON CORP: Valeant Has Deal to Buy Prostate-Cancer Drug
DENDREON CORP: Valeant to Serve as "Stalking Horse" Bidder
DIAMOND FOODS: S&P Revises Outlook to Pos. & Affirms 'B-' CCR
DIOCESE OF HELENA: Disclosures Okayed; Plan Hearing March 4
DOLLAR TREE: Moody's Assigns Ba2 Corporate Family Rating

DOMARK INTERNATIONAL: Tonaquint Reports 9.9% Stake as of Jan. 30
DOVER DOWNS: Incurs $516,000 Net Loss in Fourth Quarter
DOWNEY FINANCIAL: Creditors Beat FDIC for $370MM Tax Refund
DRESSER-RAND GROUP: S&P Retains 'BB' CCR on CreditWatch Positive
DUPONT PERFORMANCE: Bank Debt Trades at 2% Off

ELEPHANT TALK: Appoints Co-Presidents of Mobile Platform Business
ENERGY TRANSFER: Bank Debt Trades at 5% Off
EPIC/FREEDOM LLC: Moody's Assigns B3 Corporate Family Rating
ERF WIRELESS: Issues 46 Million Common Shares
FCC HOLDINGS: Liquidating Plan Hearing Set for March 18

FIRST NATIONAL: Agrees to Settlement with SEC
FL 6801: Needs Until March 20 to File Liquidating Plan
FORTESCUE METALS: Bank Debt Trades at 11% Off
GENERIC DRUG: Moody's Lowers Corporate Family Rating to 'B3'
GETTY IMAGES: Bank Debt Trades at 9% Off

GGW BRANDS: Trustee Goes After Former Lawyer
GIGA-TRONICS INC: Incurs $67,000 Net Income in Dec. 27 Quarter
HANOVER INSURANCE: S&P Raises Subordinated Debt Rating to 'BB+'
HEALTHWAREHOUSE.COM: Mark Scott Reports 11.4% Stake as of Dec. 31
HERCULES OFFSHORE: BlackRock Reports 5.9% Stake as of Dec. 31

HERON LAKE: Auditors Remove "Going Concern" Qualification
HIPCRICKET INC: Sale Procedure Hearing Set for Feb. 11
HOKULNI SQUARE: Ch. 7 Trustee Fees Not Based on Credit Bidding
HORIZON LINES: Pioneer Global Owns 24.5% of Class A Shares
IBCS MINING: Cash Collateral Hearing Set for March 23

IBCS MINING: Joint Chapter 11 Plan to be Funded Separately
ILLINOIS INSTITUTE: Fitch Raises Rating on $189MM Bonds to 'BB'
IMAGEWARE SYSTEMS: Offering $12MM Convertible Preferred Stock
IMH FINANCIAL: Restructures its Corporate Debt
INERGETICS INC: Israelian Reports 9.9% Stake as of Dec. 31

ITUS CORP: Incurs $9.6 Million Net Loss in Fiscal 2014
IZEA INC: Austin Marxe No Longer a Shareholder as of Dec. 31
IZEA INC: AWM Investment Reports 20% Stake as of Dec. 31
IZEA INC: Extends COO's Employment Until 2017
IZEA INC: To Acquire Ebyline

JB VEGA: Ch. 11 Case Dismissed; Refiling Barred for 6 Months
JEFFREY PROSSER: Faulty Bribery Allegations Lead to Sanctions
KCG HOLDINGS: Moody's Affirms 'B1' CFR & Senior Secured Rating
KEMET CORP: BlackRock Reports 6.3% Stake as of Dec. 31
KEMET CORP: Reports $2.9 Million Net Income for Fiscal Q3

KEMET CORP: Tocqueville Reports 8.8% Stake as of Dec. 31
KIOR INC: Feb. 19 Hearing on MDA' Bid for Conversion/Dismissal
KIOR INC: Gets Final Approval to Incur $15M DIP Financing
KIOR INC: Gets Final Loan, Plan Outline Hearing Set for Feb. 12
LEHMAN BROTHERS: Trustee Seeks to Disburse Another $2.2-Bil.

LEVEL 3: Signs $500 Million Indenture with Bank of New York
LORILLARD INC: Shareholders Approve Combination with Reynold
MABLETON LLC: Case Summary & 15 Largest Unsecured Creditors
MAGNESIUM CORP: Rennert to Testify in Bankruptcy Trial
MAJESCO ENTERTAINMENT: EisnerAmper Expresses Going Concern Doubt

MARION ENERGY: Hires Riviera-Ensley as Brokers & Sales Consultants
MARION ENERGY: Hires Traton Engineering as Estate Professionals
MARION ENERGY: Taps Rocky Mountain as Financial Advisors
MCCLATCHY CO: BlackRock Has 6.1% of Class A Shares as of Dec. 31
MICRON TECHNOLOGY: Moody's Rates New Senior Notes Due 2023 'Ba3'

MICRON TECHNOLOGY: S&P Assigns 'BB' Rating on 8.5-Yr. Sr. Notes
MOBIVITY HOLDINGS: ACT Capital Reports 8.3% Stake as of Dec. 31
MOTORS LIQUIDATION: Judge Okays Liquidation of New GM Securities
MRC GLOBAL: Bank Debt Trades at 8.5% Off
MUD KING: Disclosure Statement Hearing Deferred to March 9

MULTIPLAN INC: Bank Debt Trades at 2.6% Off
NAVISTAR INTERNATIONAL: Mark Rachesky Held 17.8% Stake at Jan. 28
NAVISTAR INTERNATIONAL: Web Cast for Analyst Day Feb. 4
NET ELEMENT: Has $50MM Equity Distribution Agreement with Revere
NICHOLS CREEK: Feb. 25 Hearing on Bid for Exclusivity Extension

NICHOLS CREEK: Hancock Wants Case Dismissed as Bad Faith Filing
NPS PHARMACEUTICALS: BlackRock Reports 6.8% Stake as of Dec. 31
NPS PHARMACEUTICALS: Regulators Grant Waiting Period Termination
OPTIM ENERGY: April 22 Hearing on Dispute with Blackstone Group
OPTIM ENERGY: Seeks June 9 Extension of Plan Filing Date

PARKER DRILLING: Moody's Affirms B1 CFR, Outlook Altered to Stable
PHOTOMEDEX INC: Obtains Waiver on Forbearance Defaults
PLATFORM SPECIALTY: S&P Retains 'BB' CCR Following $100MM Add-On
POLY PLANT: Creditors Committee Taps K&L Gates LLP as Counsel
POSITIVEID CORP: Shareholder Conference Call Held

PRECISION OPTICS: AWM Investment Reports 29.7% Stake at Dec. 31
PROSPECT SQUARE: Balks at MSCI's Motion for Stay Relief
PSL-NORTH AMERICA: Has Until April 13 to File Plan
QUALITY DISTRIBUTION: BlackRock Reports 7% Stake as of Dec. 31
QUANTUM CORP: BlackRock Reports 6.7% Stake as of Dec. 31

QUANTUM CORP: Reports $7 Million Net Income for Third Quarter
QUANTUM FUEL: Units Defer Interest Payment to Samsung Until 2016
RBLT PROPERTIES: Voluntary Chapter 11 Case Summary
RIVERBOAT CORP: Moody's Withdraws B3 Corp. Family Rating
ROADMARK CORPORATION: Section 341(a) Meeting Set for March 3

ROCKWELL MEDICAL: Pays off $18.9 Million Hercules Debt
SAFEWAY INC: DBRS Cuts Issuer Rating to BB(low) on Albertson's Deal
SAFEWAY INC: Moody's Assigns B1 CFR & Cuts Legacy Notes to B2
SAGE COLLEGES: Moody's Affirms B3 Rating on 1999A Fixed Rate Bonds
SHASTA ENTERPRISES: Court Approves FFWP as Trustee's Counsel

SPENDSMART NETWORKS: Hernandez-Ellsworth Resigns as President
SPRINGS INDUSTRIES: Acquisition Plan No Impact on Moody's B2 CFR
STARR PASS: Pima County Balks at Plan Approval
STATE FISH: Section 341(a) Meeting Scheduled for Feb. 23
SUNTECH AMERICA: U.S. Trustee Forms Creditors' Committee

TARGA RESOURCES: S&P Assigns 'B+' CCR & Rates $1.1BB Facility 'B+'
TREETOPS ACQUISITION: Gets Feb. 12 Confirmation Hearing
TRUMP ENTERTAINMENT: Creditors Find Holes in Icahn's Liens
TRUMP ENTERTAINMENT: Taj Mahal Workers Protest Before Icahn
TRUMP ENTERTAINMENT: To Make Law on Labor-Contract Dispute

TRUSTMARK GROUP: A.M. Best Affirms 'bb' Debt Rating
VAIL LAKE: Plan Confirmation Hearing Slated for March 12
VANTAGE DRILLING: Bank Debt Trades at 24% Off
VERITEQ CORP: Sells $47,500 Promissory Note to Magna Equities
VIVA INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors

WAFERGEN BIO-SYSTEMS: AWM Reports 23.9% Stake as of Dec. 31
WAFERGEN BIO-SYSTEMS: Plans to Offer $30 Million Securities
WALKER LAND: Wants Continued Use of Cash Collateral Until March
WALLDESIGN INC: Centex Homes Wins Relief From Stay
WALLDESIGN INC: Joint Plan of Liquidation Declared Effective

WALTER ENERGY: CEO Madden to Receive $400,000 Cash Award
WAVE SYSTEMS: Completes $3.6 Million Stock Offering
WEST CORP: Posts $48.3 Million Net Income in Fourth Quarter
WESTMORELAND COAL: Upsizes Term Loan by $75 Million
YELLOWSTONE MOUNTAIN: Blixseth Must Explain Where $13.8M Went

YMCA MILWAUKEE: Wins Court Approval of Reorganization Plan
[*] Auto Makers Recalling 2.12-Mil. Cars, SUVs Over Air Bags
[*] Court Approval Required for Mediation, Texas Judge Says
[*] Schulte Roth Adds Leading Litigators to Washington Office
[^] BOND PRICING: For The Week From January 26 to 30, 2015


                            *********

AC 1 INV: Manahawkin Shopping Center Slated for February Auction
----------------------------------------------------------------
AC I Manahawkin LLC is set to hold an auction of its assets on Feb.
9, according to court filings.

The assets up for auction include a 326,149 square-foot shopping
center located in Manahawkin, New Jersey.  The shopping center
known as Manahawkin Commons is currently 94% leased to 29 tenants,
including Kmart and Staples.  

Also to be sold at the auction are the company's leases with the
tenants and properties used to operate the shopping center.

The auction will take place at the New York offices of Robinson
Brog Leinwand Greene Genovese & Gluck P.C., the company's legal
counsel.  A court hearing to consider the sale of the assets to the
winning bidder is scheduled for Feb. 11.

On Jan. 13, U.S. Bankruptcy Judge Robert Drain approved a bidding
process, which allowed AC I Manahawkin to solicit offers and sell
its assets to the highest bidder.

Pursuant to the bidding procedures, potential buyers must submit
offers on or before Feb. 5, at 4:00 p.m.  The bid must be
accompanied by a deposit, which is 10% of the purchase price to be
paid.  

The bidding process allows AC I Manahawkin to select a stalking
horse bidder and offer a breakup fee of up to 2% of the purchase
price, according to court filings.

The bidding process previously drew flak from Acadia Realty Limited
Partnership and from Tibor Klein and Gershon Klein, who are partial
owners of AC I INV Manahawkin LLC.  

Acadia Realty, an unsecured creditor, questioned certain aspects of
the bidding procedures, which could have a "chilling effect" on
prospective buyers.  Meanwhile, the Kleins demanded that they be
consulted in connection with the bidding.  Both objections had
already been resolved.

                          About AC I Inv

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

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

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


ADAMIS PHARMACEUTICALS: To Issue 1.5MM Shares Under Equity Plan
---------------------------------------------------------------
Adamis Pharmaceuticals Corporation filed a Form S-8 registration
statement with the U.S. Securities and Exchange Commission to
register 1,532,597 shares of common stock issuable under the
Company's 2009 Equity Incentive Plan for a proposed maximum
aggregate offering price of $9.65 million.  A copy of the
prospectus is available at http://is.gd/Rpct4A

                           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.


AEREO INC: Lawton W. Bloom Approved as Chief Restructuring Officer
------------------------------------------------------------------
Bankruptcy Judge Sean H. Lane authorized Aereo, Inc., to designate
Lawton W. Bloom of Argus Management Corporation as chief
restructuring officer and Peter Sullivan and Scott Dicus as
assistant restructuring officers nunc pro tunc to the Petition
Date.  The Court also approved the appointment of these officers.

                        About Aereo, Inc.

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

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

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

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

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


AG 11 LLC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: AG 11, LLC
        187 NW 28th Street
        Miami, FL 33127

Case No.: 15-11758

Chapter 11 Petition Date: January 29, 2015

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

Judge: Hon. Robert A Mark

Debtor's Counsel: Nicholas B. Bangos, Esq.
                  NICHOLAS B. BANGOS, P.A.
                  100 SE 2nd Street, Suite 3400
                  Miami, FL 33131
                  Tel: 305.375.9220
                  Fax: 305.375.8050
                  Email: nbangos@diazreus.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Gregory Blanco, managing member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb15-11758.pdf


ALABAMA AIRCRAFT: Boeing Must Fork Over Docs in $1.1B Row
---------------------------------------------------------
Law360 reported that U.S. District Judge R. David Proctor in
Alabama ordered The Boeing Co. to hand over documents related to
past allegations it breached written agreements, but largely
dismissed a bid from bankrupt Alabama Aircraft Industries Inc.'s
trustee requesting "pattern and practice" evidence in its $1.1
billion suit over a U.S. Air Force contract.

According to the report, Judge Proctor said in his ruling that many
of AAI's discovery requests were irrelevant in the dispute over the
Air Force's KC-135 tanker fleet contract, but found AAI should have
limited access to judgments and settlements involving Boeing,
including on allegations it misused Lockheed Martin Corp.'s
proprietary information in pursuit of another Air Force's
contract.

As previously reported by The Troubled Company Reporter, Alabama
Aircraft sued Boeing for, among others, breach of the parties'
agreements, misappropriation of proprietary and trade secret
information, and non-payment related to maintenance work for U.S.
Air Force aircraft.  Under a 2005 Memorandum of Agreement, Pemco
(as Alabama Aircraft was known at that time) and Boeing agreed to
be the prime contractor and Pemco the principal subcontractor.

Alabama Aircraft alleges that after Boeing received a work contract
in March 2008, Boeing deliberately and systematically caused
multiple instances of so-called Customer Furnished Materials Type 2
deliveries to be delayed to Alabama Aircraft which resulted in it
losing early completion bonuses.  It also alleges it was not paid
for "over and above" work by Boeing.

The case is ALABAMA AIRCRAFT INDUSTRIES, INC., et al., Plaintiffs,
v. THE BOEING COMPANY, INC., et al., Defendants, No.
2:11-CV-3577-RDP (N.D. Ala.).

                      About Alabama Aircraft

Birmingham, Alabama-based Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provided aircraft maintenance  
and modification services for the U.S. government and military
customers.  Its 190-acre facility, as well as its corporate
office, is located at the Birmingham International Airport.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed: Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations.  The Company owed $68.5 million the Pension
Benefit Guaranty Corp. prepetition.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, served as counsel to
the Debtors.  Alabama Aircraft estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.

The Debtor won Court authority at the end of August 2011 to sell
its assets to a unit of Kaiser Group Holdings Inc. for $500,000
and up to $30 million in recoveries from potential litigation.

The Chapter 11 case was later converted to liquidation under
Chapter 7.


ALLIANT TECHSYSTEMS: Moody's Affirms Ba2 CFR Over Orbital Merger
----------------------------------------------------------------
Moody's Investors Service has affirmed all ratings of Alliant
Techsystems Inc. ("ATK"), including the Ba2 Corporate Family
Rating. The affirmation anticipates the merger between ATK's
Aerospace and Defense Groups and Orbital Sciences Corporation
("Orbital Sciences") which is scheduled to close in early February.
The rating outlook is Stable. Moody's expects to withdraw the
ratings of Orbital Sciences, once that debt is repaid at the
close.

Ratings Rationale

Ratings:

Corporate Family, affirmed at Ba2

Probability of Default, affirmed at Ba2-PD

Speculative Grade Liquidity at SGL-3

$2.11 billion first lien credit facility, affirmed at Ba1, LGD-3
from LGD-2

$300 million senior unsecured notes, affirmed at Ba3, LGD-5 from
LGD-5

$350 million senior subordinated notes, affirmed at B1, LGD-6 (to
be withdrawn after expected redemption)

Rationale

Moody's believes that ATK will become more focused on its unique
product strengths with deeper engineering credentials, and have
greater potential to be a prime or lead contractor within the
aerospace/defense sector. Nonetheless, there is meaningful
integration-related risk given the scale of the respective
organizations, uncertainty within the Antares rocket program, and a
fairly modest liquidity profile given the working capital
volatility and the potential integration issues.

Pro forma for the merger and spin off of ATK's Sporting Group
business Moody's expects debt/EBITDA at the mid-3x level with
EBIT/interest at mid-4x level for ATK. Moody's estimates annual
free cash flow of $150 million to $200 million, so leverage is
likely to improve only slowly. Since ATK is a supplier to Orbital
Sciences, vertical integration opportunities for ATK's rocket motor
systems and mechanical components on Orbital Sciences' existing
launch vehicles and satellites should directly result. New contract
and product development opportunities could as well arise from the
combined engineering and research/development teams. Cost synergies
from elimination of duplicative corporate functions would enhance
price competitiveness. However, this is a significant integration
and the early success will be instrumental to maximizing the
product development potential.

The increased scale provides more resources to accommodate Orbital
Sciences' Cargo Resupply Services contract (CRS I), as there is
limited cushion for cost overrun with the recent Antares rocket
launch failure. Future marketability of the Antares rocket will,
nonetheless, depend on how well the rocket performs after the newly
selected motor gets integrated. Uncertainty around how well Antares
will perform tempers the rating because the program carries much
financial and reputational weight.

The liquidity profile is adequate, denoted by the Speculative Grade
Liquidity rating of SGL-3, with about $300 million of cash expected
at close and approximately $350 million of estimated revolver
availability.

The Ba3 senior unsecured rating has been affirmed on expectation
that first lien debt will be repaid rapidly given the term loan
amortization schedule. Soon after close, ATK's remaining
subordinate debt will be redeemed, eliminating a layer of junior
debt capital that historically provided loss-absorption benefit and
some rating benefit to the unsecured debt. Without that
subordinated debt, Moody's expects that the unsecured notes would
have a greater loss given default (or, lower recovery), but not of
a magnitude that causes an instrument rating downgrade.
Nonetheless, if the first lien debt is not reduced as anticipated,
there could be downward rating pressure on the senior unsecured
rating.

The rating outlook is stable. High backlog, expectation of
debt/EBITDA at mid-3x with free cash flow/debt in the high single
digit percentage range are supportive elements.

The ratings could be upgraded with the expectation of sustained mid
single digit percentage or better revenue growth, EBITDA margin at
15% or higher, debt/EBITDA at or below 3x, FCF/debt above 10 % and
good liquidity. Completion of the CRS I contract without charges of
material size and improved marketability of the Antares rocket--
such as may come with integration of the new primary motor and
resulting mission success-- would be an important factor with any
potentially higher rating.

The ratings could be downgraded if Moody's expects debt/EBITDA to
trend above 4x, FCF/debt at or below 5%, backlog erosion or
material charges to income particularly from negative contract
developments. Material integration risks, or unexpected charges
could also pressure the ratings down, as could any weakening in
liquidity.

The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 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.

Orbital Sciences Corporation, headquartered in Dulles, Virginia,
manufactures small/medium space and missile systems for commercial,
civil government and military customers. Alliant Techsystems Inc.'s
Aerospace and Defense groups produce propulsion, composite
structures, munitions, rocket motor systems, precision missiles,
and ammunition. Last twelve months ended March 31, 2014 revenues
pro forma for the merger would have been about $4.5 billion.



ALLY FINANCIAL: Posts $177 Million Net Income for Fourth Quarter
----------------------------------------------------------------
Ally Financial Inc. reported net income of $177 million, or $0.23
per diluted common share, for the fourth quarter of 2014, compared
to net income of $423 million, or $0.74 per diluted common share,
in the prior quarter, and net income of $104 million, or a loss of
$0.78 per diluted common share, for the fourth quarter of 2013.

The company reported core pre-tax income of $229 million in the
fourth quarter of 2014, compared to core pre-tax income of $467
million in the prior quarter and $142 million in the comparable
prior year period.  Excluding repositioning items, which were
primarily related to the early extinguishment of high-cost legacy
debt, the company reported core pre-tax income of $396 million for
the quarter.  Adjusted earnings per diluted common share for the
quarter were $0.40, compared to $0.53 for the previous quarter, and
a loss of $0.14 for the comparable prior year period.

For the full year 2014, Ally reported net income of $1.2 billion,
or $1.83 per diluted common share, compared to net income of $361
million in 2013, or a loss of $1.64 per diluted common share.  Core
pre-tax income in 2014 totaled $1.4 billion, compared to core
pre-tax income of $606 million in the prior year.  Excluding
repositioning items, Ally reported core pre-tax income of $1.6
billion for 2014, compared to $850 million for 2013.  Adjusted
earnings per diluted common share for full year 2014 were $1.68,
compared to a loss of $0.14 in the prior year.

"The past year's accomplishments - from successful completion of
our initial public offering to repayment of TARP - has solidified
Ally's standing as a stronger, more focused financial services
company," said Chief Executive Officer Michael A. Carpenter.  "We
began the year with a plan aimed at improving shareholder returns,
and significant progress was achieved in 2014 in the areas of net
interest margin expansion, expense reduction and regulatory
normalization, which all led to a core return on tangible common
equity of 7.9 percent for the year.  We remain committed to further
improving our core return on tangible common equity as we move
through 2015.

"At the foundation of this effort have been two very strong
franchises in our dealer financial services and direct banking
operations," Carpenter continued.  "While we have been transforming
our dealer financial services business into a market-driven
competitor for several years, in 2014, we began to really
accelerate the expansion of our diversification efforts, which now
represents 22 percent of our auto originations and approximately
10,000 active dealers.  We are well-positioned to continue the
momentum in this area of the business this year."

Carpenter continued, "Ally Bank continues to be a great success
story with a lot of potential yet to be harvested.  The bank
maintained its positive trajectory, with retail deposits up 11
percent year-over-year and more than 900,000 loyal customers who
have responded to our consumer-centric philosophy.  As we look
ahead, we will continue to evaluate ways in which we can further
leverage this franchise to meet the financial needs of these
consumers."

Ally's consolidated cash and cash equivalents were $5.6 billion as
of Dec. 31, 2014, down slightly from $5.7 billion at Sept. 30,
2014.  Included in this quarter's balance are $2.2 billion at Ally
Bank and $1.5 billion at the Insurance business.

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

                        http://is.gd/gxKk7F

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

                           *     *     *

As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'.  "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.

In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).

As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings
of Ally Financial, Inc. and revised the outlook for the ratings to
positive from stable.  Moody's affirmed Ally's ratings and revised
its rating outlook to positive based on the company's progress
toward sustained improvements in profitability and repayment of
government assistance received during the financial crisis.


AMERICAN CHARTER: Fitch Affirms 'BB' Rating on $73.8MM Bonds
------------------------------------------------------------
Fitch Ratings affirms the 'BB' rating on approximately $73.8
million series 2007A bonds issued by the Pima County Industrial
Development Authority, Arizona (PCIDA).  The bonds were issued on
behalf of the American Charter Schools Foundation (ACSF).

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a joint and several pledge of the revenues
of the 10 ACSF schools in Arizona (collectively, the schools),
which primarily consist of state aid based on enrollment.  The
bonds are additionally secured by a debt service reserve (DSR).
The schools also make annual renewal and replacement deposits.
Charter payments from the state are made directly to the bond
trustee.

KEY RATING DRIVERS

WEAK FINANCIAL PROFILE: The rating reflects a history of break-even
to slightly negative GAAP operations (although fiscal 2014 margins
were stronger at 4%), a very limited financial cushion, a high debt
burden and adequate, albeit limited, coverage of transaction
maximum annual debt service (TMADS).  ACSF's financial profile
demonstrates characteristics consistent with a speculative grade
rating.

ENROLLMENT ISSUES PERSIST: Aggregate enrollment at the schools fell
12% in fall 2014, with nine out of 10 schools experiencing a
decline.  In the prior two years enrollment had grown modestly
following three consecutive years of declines.  Enrollment trends
remain uneven among the 10 schools and the fall 2014 declines are a
credit concern.  Fitch takes some comfort that the charter
management organization (CMO) has a track-record of managing
expenses during enrollment fluctuations, although the prior
declines were not as large.

STRUCTURAL BONDHOLDER PROVISIONS: Legal and structural security
measures include a trustee intercept of state aid.  This provides
for payment of debt service before any pro-rata distribution of
revenues to the schools, and contractual subordination of the CMO
fee.

RATING SENSITIVITIES

MARGIN DETERIORATION: Should ACSF's operating margin deteriorate,
causing TMADS coverage to fall below 1.0x, or further weakening of
already slim balance sheet resources, negative rating pressure is
likely.  Fitch expects TMADs in fiscal 2015 to be pressured, but to
be similar to results in fiscal 2013.  Weaker margins or lower
coverage could trigger a negative rating action.

ENROLLMENT AND RENEWAL PRESSURES: Failure to stabilize enrollment
and generate operating and balance sheet results in fiscal 2015 at
least consistent with fiscal 2013 results could negatively pressure
the rating.  Fitch will monitor charter renewals for the 10
schools, all of which currently expire in 2017 or 2018.

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

CREDIT PROFILE

ACSF is composed of 10 high schools, nine of which operate in the
Phoenix, AZ metropolitan area.  The tenth school operates in
Tucson.  Enrollment in fall 2014 was 3,800, down from 4,083 the
year before.  All of the 10 bond schools are alternative schools
except for South Ridge High School.  The schools maintain
independent charters from the Arizona State Board of Charter
Schools (ASBCS).  Each charter has a 15-year term (which is
standard in Arizona) and expires in 2017 or 2018.  Fitch notes
positively that the schools currently remain in good standing under
their charters and the authorizer reports a positive working
relationship with the operator.  Seven of the schools' charters are
up for renewal in 2017; the remaining three are in 2018.

The ACSF bond schools each maintain management agreements with the
Leona Group, one of the largest CMOs in Arizona.  At this time,
Leona manages approximately 60 charter schools nationwide,
including 26 in Arizona (including the 10 bond schools), as well as
schools in Michigan, Ohio, Indiana and Florida.  Leona maintains
dual headquarters in Arizona and Michigan.  In Arizona, neither
ACSF nor the Leona Group plan to open any new schools in the 2016
academic year.

SLIM OPERATING PERFORMANCE

The 'BB' rating indicates an overall financial profile that Fitch
considers to be consistent with a non-investment-grade rating.
ACSF's GAAP operating margin varies year to year.  Margins were
positive 4.1% in fiscal 2014, compared to negative 1.1% in fiscal
2013 and negative 1.3% in 2012.  Margins averaged 0.12% between
fiscal years 2009 - 2014.  Due to fall 2014 enrollment declines,
management projects fiscal 2015 operating results to be balanced,
but closer to fiscal 2013 levels.

The ACFS bond schools, as a group, have generated slim but positive
transactional MADS coverage in each of the last six years.  Fitch
defines TMADS as maximum annual debt service excluding a balloon
payment in the last maturity, typically funded from the DSR.  TMADS
coverage was 1.4x for the fiscal year ending June 30, 2014, which
compared to 1.1x in both 2013 and 2012.  For the current 2015
budget year, the CMO expects operating results to be weaker, closer
to fiscal 2013 performance.  The annual debt service coverage
requirement is 1.0x sufficiency; a higher coverage level is
required for issuance of additional bonds.

LIMITED BALANCE SHEET

In addition to slim operating results, ACFS has a weak balance
sheet, both of which limit operating flexibility.  Available Funds,
defined as cash and investments not permanently restricted,
improved slightly to $1.5 million at the end of fiscal 2014, up
from $994,000 in 2013 and $1.37 million in 2012.  However, fiscal
2014 available funds still represented a very slim 4.7% of
operating expenses ($32.5 million) and 2.1% of outstanding debt
($73.8 million).

HIGH DEBT BURDEN

ACSF's slim operating performance and balance sheet cushion
exacerbate concerns about the foundation's high debt burden.  TMADS
of $5.6 million represented 16.5% of fiscal 2014 operating
revenues, consistent with recent years.  No additional debt is
planned for the ACSF schools at this time.

ENROLLMENT STRESSES OPERATIONS

Enrollment fell 12% in fall 2014, following two years where the CMO
successfully increased aggregate enrollment by 0.4% and 4.3%. Fitch
views this decline negatively, as it is a more volatile drop than
seen in the last six academic years.  However, the CMO has some
track-record managing such volatility, which provides some comfort.
The schools experienced an 8% enrollment decline in fall 2010, and
the CMO managed the budget to generate TMADS coverage that year.
Management reports continued focus on re-growing enrollment, and
notes that most of the schools have physical capacity.  Fitch views
the Arizona charter school market as experiencing greater
competition, even for ACSF's nine alternative high schools, than in
prior years.  The persisting enrollment issues are reflected in the
'BB' rating.

ACADEMIC PERFORMANCE

All Arizona schools, including charter schools, are transitioning
to Common Core (CC) academic standards and testing in the 2014/2015
academic year.  ACSF management reports that CC curriculum was
introduced in the schools beginning last academic year.  This
academic transition means that existing state academic scoring may
change.  Fitch notes that nationally, the CC transition, and
evaluation of related test results, is expected to take several
years.  For the 2013/2014 academic year, seven of the schools met
the state's academic expectations, and three did not. The academic
performance of the 10 schools varied widely; two received the
highest 'A' designation, four received a 'B', and four received a
'C'.  During the 2012/2013 academic year, all ten schools met the
state's academic expectations.  The CMO reports that academic
resources have been added to ACSF schools as needed. Given the
timing of ACSF charter renewals, and the importance of academic
performance in that process, Fitch notes the importance of
management's academic actions.



AMERICAN MEDIA: Sells Women's Active Lifestyle Unit to Meredith
---------------------------------------------------------------
American Media, Inc., and its indirect subsidiary Weider
Publications, LLC, entered into an asset purchase agreement with
Meredith Corporation on Jan. 26, 2015, which provides for the sale
of certain assets relating to the Company's Shape, Fit Pregnancy
and Natural Health brands and magazines, which comprises the
Company's Women's Active Lifestyle segment.  A full-text copy of
the Asset Purchase Agreement is available at http://is.gd/uMC4BK

According to a regulatory filing with the U.S. Securities and
Exchange Commission, the Company received the initial cash
consideration of $60,000,000 on Jan. 30, 2015, when the transaction
closed.  The Company is further entitled to additional
consideration, in the form of a one-time payment, following the
completion of Meredith's 2018 fiscal year on June 30, 2018.  The
Additional Consideration will be based upon 40% of the adjusted
operating profit of the combination of the Company's Shape brand
and Meredith's Fitness brand, up to $60,000,000.

Pursuant to the Purchase Agreement, the Company will continue to
publish the Shape, Fit Pregnancy and Natural Health magazines with
on-sale dates through March 31, 2015, after which Meredith will
assume publishing responsibilities for those titles.  Effective as
of the closing, Meredith assumed control over the digital assets
used with Shape, Fit Pregnancy and Natural Health.

On Jan. 27, 2015, the Company amended its revolving credit
agreement, dated as of Dec. 22, 2010, by and among the Company,
JPMorgan Chase Bank, N.A., as administrative agent, and the lenders
from time to time party thereto.  In particular, the amendment
permits the transactions contemplated by the Purchase Agreement.

The Company intends to use all or a portion of the net cash
proceeds received from the sale of the Business to Meredith to
repurchase, repay or offer to repay indebtedness, including the
Company's 11 1/2% first lien notes due 2017.  To the extent the
Company does not repurchase or repay indebtedness as intended, it
will use those proceeds for general corporate purposes.

On Jan. 20, 2015, certain holders of the First Lien Notes who are
affiliated with the Company exchanged $32 million of the First Lien
Notes for approximately $39 million of newly issued 7.000% Second
Lien Notes due 2020.  The Company anticipates that the Affiliated
Noteholders may exchange an additional amount of First Lien Notes
for New Second Lien Notes such that the Company's pro forma first
lien leverage ratio after giving effect to such exchange will be
below 3.5x.  The Company believes that, subject to market
conditions and the financial performance of the Company, it may be
in a position to refinance the remaining First Lien Notes during
the quarter ending June 30, 2015.

                         About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., an in-store magazine merchandising
company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan.  The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

American Media reported a net loss of $54.3 million on
$344 million of total operating revenues for the fiscal year ended
March 31, 2014, following a net loss of $56.2 million on $349
million of total operating revenues for the year ended March 31,
2013.

                           *     *     *

As reported in the Jan. 9, 2015 edition of the TCR, American Media
carries a 'Caa1' corporate family rating from Moody's.  American
Media's Caa1 CFR reflects the company's elevated total debt to
EBITDA leverage that Moody's expect will rise to the 8-9x range
(Moody's adjusted) over the rating horizon from about 7x as of
Sept. 30, 2014 as a result of lower EBITDA performance that
stems from a reduction in circulation sales associated with the
bankruptcy filing of AMI's second largest publications wholesaler,
Source Interlink Distribution ("Source").  The rating also captures
AMI's weak liquidity profile and deteriorating EBITDA cushion under
the revolver's first-lien leverage covenant resulting from the
lower circulation revenue aggravated by the Source bankruptcy,
which required temporary covenant relief through an amendment to
the credit facility.

As reported in the Jan. 14, 2015 edition of the TCR, Standard &
Poor's Ratings Services said that its ratings on U.S. magazine
publisher American Media Inc., including the 'CCC' corporate credit
rating, are not affected by the company's announcement that it is
exchanging $32 million of its first-lien 11.5% notes due 2017 for
$39 million in new second-lien 7% notes due 2020.  The negative
rating outlook remains unchanged.


AMERICAN POWER: Van Steenwyk Reports 6.1% Stake as of Jan. 26
-------------------------------------------------------------
Matthew Van Steenwyk reported in an amended Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of Jan. 26,
2015, he beneficially owned 3,098,760 shares of common stock of
American Power Group Corporation representing 6.1 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/ofYemz

                     About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural Gas conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market.  Additional information at
http://www.americanpowergroupinc.com/  

American Power reported a net loss available to common
stockholders of $3.25 million on $6.28 million of net sales for
the year ended Sept. 30, 2014, compared to a net loss available to
common stockholders of $2.92 million on $7.01 million of net sales
for the year ended Sept. 30, 2013.

As of Sept. 30, 2014, the Company had $8.52 million in total
assets, $5.49 million in total liabilities and $3.02 million in
total stockholders' equity.


AOXING PHARMACEUTICAL: Deadline to Comply With NYSE Extended
------------------------------------------------------------
Aoxing Pharmaceutical Company, Inc., previously received notice
from NYSE MKT LLC that, based upon the financial statements
contained in Aoxing Pharma's annual report on Form 10-K for the
year ended June 30, 2013, and its quarterly reports on Form 10-Q
for the periods ended Sept. 30, 2013, and Dec. 31, 2013, the
Company is not in compliance with the following sections of the
NYSE MKT Company Guide:

  * Section 1003(a)(i) since it reported stockholders' equity of
    less than $2,000,000 at Dec. 31, 2013, and has incurred losses
    from continuing operations and/or net losses in two of its
    three most recent fiscal years ended June 30, 2013;
  
  * Section 1003(a)(ii) since it reported stockholders' equity of
    less than $4,000,000 at Sept. 30, 2013, and has incurred
    losses from continuing operations and/or net losses in three
    of its four most recent fiscal years ended June 30, 2013;

  * Section 1003(a)(iii) since it reported stockholders' equity of
    less than $6,000,000 at June 30, 2013 and has incurred losses
    from continuing operations and/or net losses in its five most
    recent fiscal years then ended; and
  
  * Section 1003(a)(iv) since it has sustained losses that are so
    substantial in relation to its overall operations or its
    existing financial resources, or its financial condition has
    become so impaired that it appears questionable, in the
    opinion of the NYSE MKT, as to whether the Company will be
    able to continue operations and/or meet its obligations as
    they mature.

The Company was afforded the opportunity to submit plans of
compliance to the Exchange.  Based on the plans of compliance
submitted by the Company, the Exchange granted the Company an
extension until April 27, 2015, to regain compliance with Sections
1003(a)(i), 1003(a)(ii) and 1003(a)(iii).  The Exchange also
granted the Company an extension until Jan. 23, 2014, to regain
compliance with Section 1003(a)(iv).

On Jan. 29, 2015, the Exchange notified the Company that the period
during which it will be permitted to regain compliance with Section
1003(a)(iv) has been extended to March 21, 2015.  The Company will
be subject to periodic review by the Exchange Staff during the
extension periods.  Failure to make progress consistent with the
plans or to regain compliance with the listing standards by the
ends of the extension periods could result in the Company being
delisted from the NYSE MKT LLC.

                           About Aoxing

Aoxing Pharmaceutical Company, Inc., is a Jersey City, New Jersey-
based specialty pharmaceutical company.  The Company is engaged in
the development, production and distribution of pain-management
products, narcotics and other drug-relief medicine.

In its report on the consolidated financial statements for the
year ended June 30, 2014, BDO China Shu Lun Pan Certified Public
Accountants LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
continues to incur losses from operations, has negative cash flow
from operations and a working capital deficit.

The Company reported a net loss of $8.63 million for the fiscal
year ended June 30, 2014, compared to a net loss of $17.3 million
last year.

As of Sept. 30, 2014, the Company had $39.07 million in total
assets, $38.4 million in total liabilities and $632,000 in total
equity.


API TECHNOLOGIES: Posts $1.2 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
API Technologies Corp. reported a net loss attributable to common
shareholders of $1.17 million on $57.8 million of net revenues for
the three months ended Nov. 30, 2014, compared with a net loss
attributable to common shareholders of $7.63 million on $59.1
million of net revenue for the same period in 2013.

For the 12 months ended Nov. 30, 2014, the Company reported a net
loss attributable to common shareholders of $19.3 million on $227
million of net revenue compared to a net loss attributable to
common shareholders of $8.28 million on $244 million of net revenue
for the same period a year ago.

As of Nov. 30, 2014, the Company had $283 million in assets, $172
million in liabilities, and $111 million in shareholders' equity.

"During fiscal year 2014 we continued to execute on our operational
and business strategies, resulting in operating income of $4.6
million - a $6.1 million increase over prior year, along with
double-digit EBITDA margin and positive cash flow.  Moreover, the
execution of our product roadmap and successful launch of
technologically advanced products continue to attract new customers
and industry recognition," said Bel Lazar, president and chief
executive officer, API Technologies.

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

                        http://is.gd/vz3Vob

                      About API Technologies

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at http://www.apitech.com/

For the 12 months ended Nov. 30, 2013, the Company incurred a net
loss of $7.22 million on $244 million of net revenue as
compared with a net loss of $149 million on $242.38 million of
net revenue for the 12 months ended Nov. 30, 2012.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies, including its
'Caa1' Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


ASSUREDPARTNERS CAPITAL: Moody's Keeps B3 CFR Over Incremental Debt
-------------------------------------------------------------------
Moody's Investors Service is maintaining the B3 corporate family
rating and B3-PD probability of default rating of AssuredPartners
Capital, Inc. following the announcement that it intends to issue
an incremental $125 million under its first-lien term loan. Net
proceeds from the offering will be used for general corporate
purposes, including to fund future acquisitions and pay down
revolving credit loans that were drawn to fund prior acquisitions.
The planned issuance does not change AssuredPartners' corporate
family rating or its debt ratings, which include a B2 rating on its
first-lien revolver and term loan and a Caa2 rating on its
second-lien term loan. The outlook for the ratings is stable.

Ratings Rationale

AssuredPartners' ratings reflect its increasing market position in
North American insurance brokerage, mix of business between P&C
insurance and employee benefits, and good EBITDA margins. These
strengths are offset by the company's substantial financial
leverage including significant contingent earn-out liabilities, low
interest coverage metrics, and rapid pace of acquisitions which
gives rise to integration and contingent risks (e.g., exposure to
errors and omissions).

Giving effect to the proposed financing, Assured Partners'
debt-to-EBITDA ratio is expected to be between 7.5x-8x, including
estimated contingent earn-out payables. Such financial leverage is
aggressive for the firm's rating category, but Moody's expects that
AssuredPartners will reduce its debt-to-EBITDA ratio over the next
year through EBITDA growth. Moody's also expect AssuredPartners
will generate enough operating cash flow combined with cash on the
balance sheet to service these liabilities.

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

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

Giving effect to the incremental term loan, AssuredPartners'
ratings (and revised loss given default assessments) include:

Corporate family rating B3;

Probability of default rating B3-PD;

$100 million first-lien revolving credit facility B2 (to LGD3, 39%
from LGD3, 37%);

$545 million (including $125 million proposed issuance) first-lien
term loan B2 (to LGD3, 39% from LGD3, 37%););

$135 million second-lien term loan Caa2 (to LGD5, 89% from LGD5,
88%).

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

Based in Lake Mary, Florida, AssuredPartners ranks among the 15
largest US insurance brokers in terms of revenues. Through
subsidiaries across the US, the company distributes P&C insurance
and employee benefits products to mid-sized businesses. For the
trailing twelve months period ending September 30, 2014,
AssuredPartners reported total revenues of $332 million.



ASSUREDPARTNERS CAPITAL: S&P Rates $125MM Incremental Loan 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
debt rating to AssuredPartners Capital Inc.'s (Assured) planned
$125 million incremental first-lien term loan.  S&P assigned a
recovery rating of '3' to this loan, reflecting its expectation for
meaningful (50% to 70%) recovery in the event of a payment
default.

S&P expects Assured to use the proceeds to fund pending
acquisitions, repay its existing revolver balance, and support its
liquidity needs.  Assured will issue the proposed new loan as a
separate tranche governed by the same terms as Assured's $420
million first-lien term loan issued March 2014.

S&P does not expect the incremental debt to change the company's
financial profile materially, and S&P believes that the issuance
and its use correspond with the company's strategic plan.  In
connection with this issuance S&P would expect the company to
report approximately $700 million of debt (pro-forma for year-end
2014).  S&P also expects its adjusted debt-to-EBITDA and EBITDA
interest coverage ranges for 2015 to be 6.0x-7.0x and 3.0x-4.0x,
respectively, which supports S&P's current ratings on the company.

S&P's 'B' corporate credit rating on Assured reflects S&P's
assessment of the company's business risk profile as fair and its
financial risk profile as highly leveraged.  S&P assess Assured's
business risk profile on the low end of the fair category,
reflecting its constrained competitive position as a result of its
small scale and limited scope and diversity with business
operations in a highly competitive, fragmented, and cyclical
industry.  Partially offsetting these weaknesses is a seasoned
management team with extensive experience in the industry and a
track record of successfully acquiring and integrating Assured's
operating platform since its inception.

The highly leveraged financial risk profile reflects S&P's view
about debt leverage, including the proposed new issuance.  The
assessment also reflects the company's aggressive financial policy
stemming from its private-equity controlling ownership being
focused on a growth-by-acquisition strategy.

RATINGS LIST

AssuredPartners Capital Inc.
Counterparty Credit Rating                    B/Stable/--
$125 mil incremental 1st-lien term loan       B
  Recovery Rating                              3



ATLANTIC COAST: EVP and CFO Jay Lent Resigns
--------------------------------------------
Mr. John "Jay" C. Lent informed Atlantic Coast Financial
Corporation and Atlantic Coast Bank, the Company's wholly-owned
subsidiary, that he is resigning from serving as executive vice
president and chief financial officer of each the Company and the
Bank, effective as of Jan. 29, 2015.  To facilitate an orderly
transition, Mr. Lent is expected to continue employment with the
Company through March 2, 2015, during which time he will be paid
his current compensation and benefits.  Mr. Lent's departure is for
personal reasons and not related to any disagreement with the
Company or the Bank, according to a regulatory filing with the U.S.
Securities and Exchange Commission.

The Company and the Bank appointed Mr. James D. Hogan as interim
chief financial officer, effective as of Jan. 29, 2015.  Mr.
Hogan's appointment is contingent upon receipt of regulatory
non-objection from the Federal Reserve Bank of Atlanta and the
Office of the Comptroller of the Currency.  The Company has engaged
a national search firm to assist in the Company's search for a
permanent successor as chief financial officer and will make an
announcement once a successor to Mr. Hogan is appointed.

Mr. Hogan, aged 70, has served as a director on the Board of
Directors of the Company since December 2013 and as chief risk
officer of the Company since May 2014.  Mr. Hogan previously served
the Company as interim executive vice president and chief financial
officer from December 2013 to May 2014.  Prior to joining the
Company, Mr. Hogan served as executive vice president and interim
chief financial officer of Customers Bankcorp, Inc., from October
2012 to August 2013.  Mr. Hogan also served as Customers Bank's
executive vice president and director of Enterprise Risk Management
from June 2010 to October 2012.  From 2005 to 2010, Mr. Hogan was
retired but continued to work occasionally, primarily in private
consulting.  Mr. Hogan was executive vice president and chief
financial officer of Sovereign Bancorp, Inc., from 2001 to 2005.
He was the executive vice president and corporate controller of
Firstar Bancorp (now US Bancorp) from 1987 to 2001, and was the
Controller of The Idaho First National Bank (now West One Bank)
from 1976 to 1987.  Mr. Hogan became a certified public accountant
in 1970, keeping an active license through 2005, and began his
career as a bank audit specialist with Coopers and Lybrand (now
PriceWaterhouseCoopers). Mr. Hogan graduated from the University of
Miami in 1970 with a B.S. in Accounting.

Beyond his salary for service as chief risk officer of the Company
at the annual rate of $75,000, Mr. Hogan will receive no
incremental salary for his service as interim chief financial
officer.  Mr. Hogan will continue to be entitled to participate on
the same terms and conditions as other executive officers in the
Company's 401(k) Plan, Stock Option Plan, Recognition and Retention
Plan, Employee Stock Purchase Plan, Employee Stock Ownership Plan,
Amended and Restated Supplemental Executive Retirement Plan, and
employee health and welfare plans.

The appointment of Mr. Hogan as interim chief financial officer of
the Company was not pursuant to any arrangement or understanding
with respect to any other person.

                        About Atlantic Coast

Atlantic Coast Financial Corporation is the holding company for
Atlantic Coast Bank, a federally chartered and insured stock
savings bank.  It is a community-oriented financial institution
serving northeastern Florida and southeastern Georgia markets.
Investors may obtain additional information at
http://www.AtlanticCoastBank.net/
, under Investor Information.

Atlantic Coast reported a net loss of $11.4 million in 2013, a
net loss of $6.66 million in 2012 and a net loss of $10.3
million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $714
million in total assets, $643 million in total liabilities and
$70.5 million in total stockholders' equity.


ATLAS RESOURCES: S&P Revises Outlook to Negative & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Atlas Resources Partners L.P. to negative from stable
and affirmed its 'B' corporate credit rating on the company.  S&P
also affirmed its 'B-' issue rating, with a '5' recovery rating, on
the company's senior unsecured notes.

"The outlook revision follows an evaluation of the likelihood that
Atlas' leverage will approach our downgrade trigger for the rating
and that liquidity could deteriorate over the next year," said
Standard & Poor's credit analyst Ben Tsocanos.

The partnership may have limited access to capital markets due to
the downturn in the oil and naturel gas industry, and be unwilling
to issue equity at current unit prices.  S&P forecasts that Atlas'
credit measures will weaken over the next two years because of
lower commodity prices.  Atlas has hedges covering a significant
portion of 2015 production, which provides some cash flow
protection, but S&P expects revenue to decline as hedges begin to
roll off next year.  About one-half of Atlas' expected 2016 oil
production (including drilling partnership production) is hedged,
compared with about 70% in 2015.

The negative rating outlook reflects Standard & Poor's expectation
that Atlas' leverage will increase, reaching 5x debt to EBITDA and
FFO to debt of about 16% by year-end 2015, which S&P views as weak
for the rating.  The negative outlook also reflects S&P's liquidity
assessment, which may be limited if the borrowing base on the
partnership's credit facility goes down in April.

S&P could lower the ratings on the partnership if its liquidity is
reduced or leverage continues to weaken to the point that debt to
EBITDA rises above 5x and FFO to debt falls below 12% without a
clear path to recovery.

S&P would consider stabilizing the outlook if Atlas can improve
liquidity and maintain leverage below 5x debt to EBITDA and above
12% FFO to debt.



ATWOOD OCEANICS: S&P Revises Outlook to Stable & Affirms 'BB' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook to stable from positive on Houston-based Atwood Oceanics
Inc. and affirmed its 'BB' corporate credit and senior unsecured
debt ratings on the company.  The recovery rating on the company's
senior unsecured notes remains unchanged at '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery if a payment
default occurs.

"The outlook revision reflects our revised expectations for growth
and higher uncertainty in Atwood's asset and cash flow base in the
next three years due to difficult market conditions," said Standard
& Poor's credit analyst Christine Besset.

S&P believes that the recent addition of new rigs to Atwood's
fleet, while supporting fleet quality, only offsets S&P's forecast
of lower day rates for uncontracted rigs in the next three years
and the retirement of older assets.  Nevertheless, S&P expects
Atwood to maintain solid profitability measures and adequate credit
ratios throughout the downturn given the company's fleet quality
and strong revenue backlog for the next 18 months.  Based on S&P's
assumptions that the company will take delivery and contract its
two additional drillships in September 2015 and June 2016 at
$400,000 per day (the day-rate on recent contract awards), S&P
forecasts funds from operations (FFO) to debt to average 30% and
debt to EBITDA to remain in the 2.5x to 3x range in the next three
years.  S&P notes that the company may request a six-month delay in
the delivery of these two drillships, a scenario under which S&P
believes credit measures would remain adequate for the rating.

The stable outlook reflects S&P's expectation that Atwood's credit
measures will remain adequate for the rating category in the next
24 months.  S&P expects that oversupply in new rigs and low
commodity prices will heighten competition and recontracting risk
over the next two years, resulting in downward pressure on day
rates and utilization levels.  However, S&P believes that Atwood's
contract backlog provides solid cash flow visibility in the next 18
months.

S&P would consider an upgrade if market conditions recover and
Atwood contracts its third drillship for two years before delivery,
successfully executes the rig's mobilization, and maintains FFO to
debt above 30%.

S&P could consider a downgrade if FFO to debt remained less than
20% for a sustained period without a clear path for improvement.
Such a scenario would most likely occur due to significant delays
or operational issues on new-builds or much weaker than expected
utilization rates and day-rates on uncontracted rigs due to
deteriorating market conditions.  S&P do not expect the company to
pursue additional new construction in the next 12 months given the
current oversupply in the offshore rig market.



AUXILIUM PHARMACEUTICALS: Amends Notes Indenture with Trustee
-------------------------------------------------------------
Auxilium Pharmaceuticals, Inc., Endo International plc and Wells
Fargo Bank, National Association, as trustee, entered into a Second
Supplemental Indenture to the Indenture, dated as of Jan. 30, 2013,
between Auxilium and the Trustee, as supplemented by the First
Supplemental Indenture, dated as of Jan. 30, 2013, relating to
Auxilium's 1.50% Convertible Senior Notes due 2018.

For each share of Auxilium common stock a holder of Notes was
previously entitled to receive upon conversion of Notes, that
holder will instead be entitled to receive $9.88 in cash and 0.3430
ordinary shares of Endo.

A full-text copy of the Second Supplemental Indenture is available
for free at http://is.gd/0saPfK

                          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.


AUXILIUM PHARMACEUTICALS: BlackRock Has 6.4% Stake as of Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of Dec. 31,
2014, it beneficially owned 3,243,942 shares of common stock of
Auxilium Pharmaceuticals Inc. representing 6.4 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/GJnN4I

                          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.


AUXILIUM PHARMACEUTICALS: Endo Completes $2.6B Purchase
-------------------------------------------------------
Endo International plc has completed the acquisition of Auxilium
Pharmaceuticals, Inc., in a transaction valued at $2.6 billion when
announced on Oct. 9, 2014.  The closing of the transaction follows
the approval of the acquisition by Auxilium's shareholders on Jan.
27, 2015, and the receipt of all required regulatory approvals.

The combined company will provide an expanded platform to
accelerate the evolution and growth of Endo's U.S. Branded
Pharmaceuticals business.  With the acquisition complete, Endo's
portfolio has a broader offering of urology and orthopedic
products, including XIAFLEX, TESTOPEL and STENDRA, which are
natural complements to its men's health and pain products.

"This strategic transaction enhances the organic growth of our
branded pharmaceuticals business by adding a broad range of high
quality products to our already robust portfolio and expanding our
development pipeline," said Rajiv De Silva, president and CEO of
Endo.  "We are excited to deliver on the promise of this
combination by leveraging our resources to enhance the performance
of XIAFLEX and optimize TESTOPEL and STENDRA.  We continue to
expect the transaction to be immediately accretive for shareholders
and meaningfully accretive each year moving forward.  We believe
that Endo is now even better positioned to drive growth across our
product portfolio and to capitalize on additional future strategic
M&A opportunities to create value for shareholders, customers and
employees."

In accordance with the terms of the merger, Auxilium shareholders
had the opportunity to elect one of three options with respect to
transaction consideration: (i) 0.4880 Endo shares per Auxilium
share (the "Stock Election Consideration"), (ii) $33.25 in cash per
Auxilium share (the "Cash Election Consideration") or (iii) a
standard election of $16.625 in cash and 0.2440 Endo shares per
Auxilium share (the "Standard Election Consideration"), subject to
proration in the case of elections to receive the Cash Election
Consideration or Stock Election Consideration.

Of the 54,966,186 shares outstanding that were eligible to make an
election, 52,154,714, or 94.9%, elected to receive the Stock
Election Consideration, 249,408, or 0.4%, elected to receive the
Cash Election Consideration, 110,448, or 0.2%, elected to receive
the Standard Election Consideration, and the remaining 2,451,616,
or 4.5%, did not make any election and thus received the Standard
Election Consideration.  The result of the elections led to an
oversubscription of the Stock Election Consideration.  In
accordance with the proration method described in the merger
agreement and proxy statement/prospectus provided to Auxilium
shareholders, each Auxilium share for which an election was made to
receive the Stock Election Consideration will instead be entitled
to receive approximately 0.3448 Endo shares and $9.75 in cash.   

Auxilium common stock ceased to be traded on the NASDAQ Global
Market following the close of trading on Jan. 29, 2015.

In connection with the Merger, at the Effective Time, each of the
seven directors of Auxilium (Rolf A. Classon, Adrian Adams, Peter
Brandt, Oliver S. Fetzer, Ph.D., Paul A. Friedman, M.D., Nancy S.
Lurker and William T. McKee) resigned as directors of Auxilium, and
the directors of Merger Sub, consisting of Rajiv De Silva and
Suketu P. Upadhyay, became directors of Auxilium.  Each director
resigned in accordance with the Merger Agreement, and no director
resigned because of any disagreement with Auxilium on any matter
relating to Auxilium's operations, policies or practices.

At the Effective Time of the Merger, on Jan. 29, 2015, the
following officers of Auxilium were removed from their respective
offices: Adrian Adams, Andrew Saik, Andrew I. Koven, James P.
Tursi, M.D., Mark A. Glickman, Alan J. Wills, Jennifer L.
Armstrong, Elizabeth V. Jobes and Keri P. Mattox.  Immediately
thereafter, Rajiv De Silva, Caroline B. Manogue, Suketu P.
Upadhyay, Laurence S. Smith, Karen A. Wallace, Guy T. Donatiello,
Daniel A. Rudio, John Talton, and Deanna Voss were appointed as
officers of Auxilium.

As a result of the consummation of the transactions contemplated by
the Merger Agreement, the Company has terminated all offerings of
its securities pursuant to its registration statements with the
U.S. Securities and Exchange Commission.

Additional information is available for free at:

                       http://is.gd/Azwick

                         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.


AXESSTEL CORP: ComVen V Reports 5.3% Stake as of Sept. 24
---------------------------------------------------------
ComVen V, LLC, disclosed in an amended Schedule 13D filed with the
U.S. Securities and Exchange Commission that as of Sept. 24, 2014,
they beneficially owned 3,143,761 shares of common stock of
Axesstel, Inc., representing 5.3 percent of the shares outstanding.
A copy of the regulatory filing is available at
http://is.gd/mS8Rb5

                           About Axesstel

Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.  The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.

Axesstel disclosed net income of $4.31 million for the year ended
Dec. 31, 2012, as compared with net income of $1.09 million in
2011.  The Company's balance sheet at Sept. 30, 2013, showed
$9.23 million in total assets, $23.3 million in total liabilities
and a $14.1 million total stockholders' deficit.


BATS GLOBAL: Moody's Reinstates Corp. Family Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service affirmed the senior secured ratings and
reassigned the long-term corporate family on BATS Global Markets
Inc., after the company announced a definitive agreement with KCG
Holdings to acquire Hotspot FX, an electronic communication network
(ECN) for the institutional foreign exchange market. The rating
outlook is stable.

Issuer: BATS Global Markets, Inc.

Reinstatements:

Corporate Family Rating , Reinstated to B1

Affirmations:

Senior Secured Bank Credit Facilities (Local Currency) , Affirmed
B1

Outlook Actions:

Outlook, Remains Stable

Ratings Rationale

The actions are based on the sound strategic rationale acquiring
Hotspot. BATS' entry into the foreign exchange market diversifies
its revenue stream away from cash equities and equity options into
higher margin derivatives products. It also provides the potential
to increase non volume-related revenues through increased market
data offerings and port fees for this new segment.

Moody's noted that, although the transaction increases BATS' debt
level to $850 million on a pro forma basis, from $485 million as of
4Q14 (including Moody's lease adjustments), and the debt/EBITDA
ratio to 4.3x from 3.0x, the metric remains within the single B
range and does not, therefore, materially change BATS' credit
profile.

The B1 rating also incorporates BATS willingness to increase
leverage for acquisitions and shareholder distributions, offset by
the company's demonstrated ability to de-lever. By fully
integrating Direct Edge and incorporating its earnings and cash
flows, BATS brought down its debt/EBITDA ratio to 3.0x on a
trailing 12-month basis as of 4Q14, from around 4.2x as of 1Q14. To
delever post the Hotspot acquisition, the company has expressed its
intent to use around 80% of its free cash flow to pay down the
incremental debt within 12 to 18 months.

What Could Change the Rating -- UP

A combination of the following factors could lead to an upgrade:

-- Continued improvement in financial performance resulting in
    corresponding improvement in financial metrics (debt/EBITDA,
    EBITDA/interest expense), as the company adheres to its
    post-Hotspot acquisition de-leveraging plan

-- A decreased appetite for shareholder distributions financed
    with leverage

What Could Change the Rating -- DOWN

A combination of the following factors could lead to a downgrade:

-- An aggressive financial policy (buybacks, large acquisitions)
    that significantly increases leverage without clear visibility
    about subsequent de-leveraging, or a deviation from the
    company's post-acquisition deleveraging plan (of using
    around 80% of its free cash flow to de-lever)

-- A corresponding lack of improvement, or deterioration, in
    financial metrics (debt/EBITDA, EBITDA/interest expense)

-- Material operational failure

-- Potential regulatory requirements that could significantly
    stress the company's finances

The principal methodology used in these ratings was Global
Securities Industry Methodology published in May 2013.

BATS is an operator of equities and equity options exchanges in the
US and Europe, providing trading of cash equities, equity options,
and ETFs, as well as ETF and European securities listings and
market data product offerings.



BAXANO SURGICAL: Assets Fetch $7.8 Million at Auction
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that Baxano Surgical Inc., a maker of devices for minimally
invasive spine surgery, held an auction where four buyers made
offers aggregating $7.8 million for the assets.

According to the report, before the auction, ExWorks Capital Fund I
LP was offering $4 million for assets used in developing and
selling the company's iO-Flex and iO-Tome product lines and
bone-graft harvesting products.  ExWorks ended up with the high bid
of $5.53 million for those assets, the report said.

                       About Baxano Surgical

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

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

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

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

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

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


BEAZER HOMES: Reports $22.3-Mil. Loss in Dec. 31 Quarter
--------------------------------------------------------
Beazer Homes USA, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $22.3 million on $266 million of total revenue for the three
months ended Dec. 31, 2014, compared with a net loss of $5.13
million on $293 million of total revenue for the same period in
2013.

As of Dec. 31, 2014, Beazer Homes had $1.98 billion in total
assets, $1.73 billion in total liabilities and $258 million in
total stockholders' equity.

As of Dec. 31, 2014, the Company's liquidity position consisted of
$139 million in cash and cash equivalents, $150 million of capacity
under our Secured Revolving Credit Facility, plus $64.1 million of
restricted cash, $22.4 million of which related to its cash secured
term loans.  The Company expects to be able to meet its liquidity
needs in the remainder of fiscal 2015 and fiscal 2016 and to
maintain a significant liquidity position, subject to changes in
market conditions that would alter its expectations for land and
land development expenditures or capital market transactions which
could increase or decrease its cash balance on a quarterly basis.

"Improvements in new home orders, ASP, community count and gross
margins were all positive indicators of progress on our '2B-10'
objectives," said Allan Merrill, CEO of Beazer Homes.  "A
lower-than-expected backlog conversion rate and unexpected charges
adversely impacted quarterly revenue and profitability.  However,
with an improving sales environment and the largest December 31st
backlog value since 2007 we remain optimistic about our ability to
achieve a $20 million improvement in Adjusted EBITDA for fiscal
2015, excluding the unexpected charges taken this quarter."

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

                       http://is.gd/h6VaTa

                       About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In January 2013, Moody's Investors Service raised Beazer's
corporate family rating to 'Caa1' from 'Caa2' and probability of
default rating to 'Caa1-PD' from 'Caa2-PD'.  The ratings upgrade
reflects Moody's increasing confidence that Beazer's credit
metrics, buoyed by a strengthening housing market, will gradually
improve for at least the next two years and that the company may be
able to return to a modestly profitable position as early as fiscal
2014.



BERNARD L. MADOFF: Customers Benefit $25MM From Settlement
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that the trustee unwinding Bernard L. Madoff Investment Securities
LLC got court approval of a settlement with an offshore feeder fund
that will benefit customers by $25 million.

According to the report, the trustee, Irving Picard, announced in
December a settlement giving the Herald (Lux) SICAV feeder fund,
which invested all its money with Madoff, an approved claim for
about $230 million, dropping some 10% of the claim and creating a
$25 million benefit for Madoff victims.

Provisions of the settlement mean that the funds' liquidators
receive almost $106 million in cash, representing catchup payments
on customer distributions made while the claim was in dispute, the
report related.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. The fifth pro
rata interim distribution slated for Jan. 15, 2015, will total
$322
million and will bring the amount distributed to eligible
claimants
to approximately $7.2 billion, which includes more than $822.5
million in advances committed to the SIPA Trustee for distribution
to allowed claimants by the SIPC.

As of Nov. 30, 2014, the SIPA Trustee has recovered or reached
agreements to recover approximately $10.5 billion since his
appointment in December 2008.


BERRY PLATICS: Posts $13 Million Net Income in First Quarter
------------------------------------------------------------
Berry Plastics Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $13 million on $1.22 billion of net sales for the
quarterly period ended Dec. 27, 2014, compared with net income of
$6 million on $1.14 billion of net sales for the quarterly period
ended Dec. 28, 2013.

As of Dec. 27, 2014, Berry Plastics had $5.17 billion in total
assets, $5.26 billion in total liabilities, $13 million in
redeemable non-controlling interest, and a $106 million
stockholders' deficit.

"In the December 2014 quarter we reported both record sales and
Operating EBITDA for any December ending quarter in the Company's
history.  Operating EBITDA improved by $10 million or 6 percent
over the same prior year quarter, primarily as a result of improved
operational productivity and cost savings from our previously
announced restructuring activities, along with contributions and
synergies from our recent acquisitions," said Jon Rich, Chairman
and CEO of Berry Plastics.

Regarding the Company's outlook, Rich stated, "We will continue to
focus on our four key strategic initiatives including our primary
goal of reducing our overall debt leverage by 0.5x per year.  We
are reaffirming our fiscal 2015 adjusted free cash flow guidance of
$320 million assuming no impact from resin cost changes.  This
estimate includes $589 million of cash from operating activities
and $230 million of additions to property, plant, and equipment.
Although not factored into our guidance, just as raw material price
increases have negatively impacted our cash flow from operating
activities over the past two years, we expect that the trend of
decreasing resin prices, to the extent it continues, should have a
favorable impact on cash from operating activities beginning in the
March 2015 quarter."

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

                        http://is.gd/Mz4bfq

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

                           *     *     *

As reported by the TCR on Jan. 30, 2015, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics Group, Inc.
to 'B1' from 'B2'.  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.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group.  "The ratings on Berry reflect the
risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its fair
business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BIG RIVERS: S&P Revises Outlook on 'BB-' ICR to Stable
------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook to
stable from negative on:

   -- Its 'BB-' issuer credit rating on Big Rivers Electric Corp.,

      Ky. (BREC); and

   -- Its 'BB-' rating on Ohio County, Ky.'s $83.3 million
      pollution control refunding revenue bonds, series 2010A (Big

      Rivers Electric Corp. Project) issued for Big Rivers'
      benefit.

At the same time, Standard & Poor's affirmed the 'BB-' ratings.

"The outlook revision reflects our view of sound debt service
coverage of 1.4x in 2013 and preliminary results for 2014 that
indicate coverage will be about 1.5x," said Standard & Poor's
credit analyst David Bodek.  S&P calculated 2013's debt service
coverage (DSC) ratio after removing the year's $58.8 bullet
maturity of its 1983 pollution control bonds (PCB) from scheduled
principal payments because BREC retired the PCB maturity with
proceeds of a 2012 loan.  Net of the refinancing, BREC repaid $21.1
million of principal in 2013.  Revenues available for debt would
have produced DSC of only 0.75x of the year's scheduled maturities
and interest payments if BREC had not refinanced the PCB maturity.

The strength of 2013's adjusted DSC and 2014's projected DSC ratios
transcend the loss of its three members' two largest retail
customers in August 2013 and January 2014.  Those customers operate
smelters that provided about 64% of 2012's operating revenues
before moving their electricity purchases to the wholesale market.


Notwithstanding the presence of sound DSC, S&P has not raised the
rating above 'BB-' because the utility increasingly relies on
market sales of electricity for margins to compensate for lost
loads.  S&P considers the sustainability of market sales to be
unpredictable.  In S&P's view, sales in competitive wholesale
markets expose the utility to substantial price and volume
uncertainty, which S&P considers to be inconsistent with stronger
credit quality.  Moreover, the strong demand for electricity that
the Polar Vortex created likely enhanced 2014's financial
performance, which also raises questions about the sustainability
of that year's projected results.  In addition, BREC faces sharply
increasing principal amortization that could pressure revenue
requirements for the utility to achieve sound DSC.

Henderson, Ky.-based Big Rivers is a generation and transmission
cooperative that produces and procures electricity for sale to its
three distribution cooperative members and their approximately
113,000 retail customers.  The distribution cooperatives are
Kenergy Corp., Jackson Purchase Energy, and Meade County Rural
Electric Cooperative.

The stable outlook reflects what S&P views as sound financial
performance in 2013 and 2014 despite the departure of the system's
two largest customers.  The outlook also reflects S&P's assessment
of Kentucky Public Service Commission rate relief, successful
marketing of surplus power, and the utility's demonstrated access
to liquidity.  Nevertheless, BREC faces sharply increasing
principal amortization that could pressure revenue requirements. If
the utility cannot sustain sound financial performance or its
members' financial profiles erode because of the lost load, S&P
could lower the ratings.  S&P could raise the ratings if Big Rivers
demonstrates a more secure revenue stream together with
consistently sound financial performance.



BINDER & BINDER: Committee Objects to Proposed Loan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that the Official Committee of Unsecured Creditors objected to the
proposed postpetition financing of Binder & Binder, complaining
that the financing from Capital One NA and U.S. Bank NA is "a model
of overreaching by a secured creditor" that the company's expert
testified as having $10 million in excess collateral.  The creditor
panel adds that the loan is intended to spur a liquidation.

Capital One and U.S. Bank, which are Binder & Binder's prepetition
lenders, agreed to provide a postpetition revolving credit facility
in an aggregate principal amount not to exceed $26 million, subject
to reductions.  Interest on the outstanding balance of the DIP
Credit Facility is payable monthly in arrears at an annual rate of
the Base Rate plus 4.25%, calculated each month on the basis of the
actual number of days elapsed and a 360-day year.  From and after
the occurrence of a default or an event of default under any of the
DIP Loan Documents, a default rate of interest of an additional
5.0% per annum over the rate otherwise applicable is payable on
demand on the outstanding balance of the DIP Credit Facility and
all other DIP Obligations.

                     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.

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


BLACKSANDS PETROLEUM: Delays Fiscal 2014 Form 10-K Filing
---------------------------------------------------------
Blacksands Petroleum, Inc., filed a Form 12b-25 with the U.S.
Securities and Exchange Commission to delay the filing of its
annual report for the year ended Oct. 31, 2014.  The Company said
the compilation, dissemination and review of the information
required to be presented in the Form 10-K for the relevant fiscal
year has imposed time constraints that have rendered timely filing
of the Form 10-K impracticable without undue hardship and expense
to the registrant.  The Company undertakes the responsibility to
file the Annual Report no later than 15 days after its original due
date.

                     About Blacksands Petroleum

Blacksands Petroleum, Inc., is engaged in the exploration,
development, exploitation and production of oil and natural gas.
The Company focuses on the acquisition and development of
conventional and unconventional oil and gas fields in North
America.

The Company's balance sheet at July 31, 2014, showed $4.99 million
in total assets, $10.58 million in total liabilities, and a
stockholders' deficit of $5.59 million.

The Company has incurred an accumulated deficit of $31.2 million
through July 31, 2014.  In addition, at July 31, 2014, the Company
had a working capital deficit of $3.62 million, a stockholders'
deficit of $5.59 million and cash and cash equivalents of
$720,000.

"The current rate of cash usage raises substantial doubt about the
Company's ability to continue as a going concern, absent the
raising of additional capital, restructuring or extending the
terms on its current debt and/or additional significant revenue
from new oil production," the Company stated in its quarterly
report for the period ended July 31, 2014.



BOMBARDIER RECREATIONAL: Bank Debt Trades at 2% Off
---------------------------------------------------
Participations in a syndicated loan under which Bombardier
Recreational Products is a borrower traded in the secondary market
at 97.68 cents-on-the-dollar during the week ended Friday, Jan. 30,
2015, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents a
decrease of 0.2 percentage points from the previous week, The
Journal relates.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Jan. 15, 2019,
and carries Moody's B1 rating and Standard & Poor's BB- rating.
The loan is one of the biggest gainers and losers among
widely-quoted syndicated loans in secondary trading in the week
ended Friday among the 186 loans with five or more bids. All loans
listed are B-term, or sold to institutional investors.


BOOMERANG SYSTEMS: Arbitrator Denies Crescent's Fraud Claims
------------------------------------------------------------
An arbitrator had found Boomerang Systems in breach of contract
with Crescent Heights R&D, LLC, and denied Crescent Heights' claims
of fraud, according to a regulatory filing with the U.S. Securities
and Exchange Commission.  Crescent Heights was awarded damages of
$1.20 million, plus reasonable attorneys' fees and costs.   

In October 2009 Boomerang Systems entered into a contract with
Crescent Heights to provide a rack and rail-type automated parking
system for Crescent Heights.  

In March 2013, Crescent Heights filed a state court Complaint
against Boomerang in the State of Florida alleging "Fraud in the
Inducement, Equitable Rescission based on Fraud, Mutual Mistake,
and Breach of Contract related to the automated parking system, and
seeking the remedies of specific performance, rescission of the
Contract, and a Declaratory Judgment regarding a limitation of
liability clause, as well an unspecified amount of monetary damages
in excess of the Contract's purchase price".  Boomerang and
Crescent Heights agreed to arbitrate the matter in Miami, Florida,
with the American Arbitration Association.  In arbitration,
Crescent Heights alleged an initial claim of $10,000,000, and later
specified damages in a greater amount of $17,769,755.        

The Company expects the Arbitrator to issue a final arbitration
award in April 2015, which will include the attorney's fees and
costs payable by Boomerang.  Boomerang had previously eliminated
the warranty reserve associated with this project, and will
establish a reserve for the amount of the award, plus reasonable
attorneys' fees and costs.

                      About Boomerang Systems

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

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

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

                         Bankruptcy Warning

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


BROWN BUILDING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Brown Building Corporation
        4857 Dolton Dr.
        Virginia Beach, VA 23462-4408

Case No.: 15-70267

Chapter 11 Petition Date: January 29, 2015

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Hon. Frank J. Santoro

Debtor's Counsel: W. Thurston Harville, Esq.
                  SALMON HARVILLE
                  106 W. South Street, Suite 219
                  Charlottesville, VA 22902
                  Tel: 434-214-0210
                  Email: harvillelaw@gmail.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Brown, vice president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb15-70267.pdf


C. WONDER: Can Continue GOB Sales, Store Closings
-------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey authorized C. Wonder, LLC, et al., to
continue with their going-out-business sales and store closings.

To the extent the Debtors determine, in their business judgment, to
close one or more of their remaining locations prior to February 4,
2015, the Debtors are authorized to make the severance payments to
the employees at those locations.  Approval of all other severance
payments must await further order of the Court following a hearing
on February 4, 2015, at 1:00 p.m., Judge Kaplan said.

As previously reported by The Troubled Company Reporter, the
company announced during a Jan. 5 meeting that it would be shutting
down and roughly 100 of its workers left following the
announcement.

                      About C. Wonder

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

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


CACHE INC: MFP Partners Reports 13.1% Stake as of Jan. 23
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, MFP Partners, L.P., MFP Investors LLC, and
Michael F. Price disclosed that as of Jan. 23, 2015, they
beneficially owned 4,072,350 shares of common stock of Cache, Inc.,
representing 13.1 percent of the shares outstanding.  A full-text
copy of the regulatory filing is available for free at:

                        http://is.gd/CaOmdM

                         About Cache, Inc.

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

Cache reported a net loss of $34.4 million for the 52 weeks ended
Dec. 28, 2013, following a net loss of $12.07 million for the 52
weeks ended Dec. 29, 2012.


CACHE INC: Receives NASDAQ Delisting Notice
-------------------------------------------
Cache, Inc., disclosed in a Form 8-K filing with the U.S.
Securities and Exchange Commission that on Jan. 27, 2015, the
Company received a letter from NASDAQ informing the Company that
NASDAQ has determined to delist the shares of the Company due to
the Company's failure to submit an acceptable compliance plan and
that the Company's failure to submit the compliance plan review fee
required by NASDAQ Listing Rule 5810(c)(2)(A) serves as an
additional basis for delisting the Company's shares.  The letter
further provides that the Company may request a hearing to appeal
the staff's determination and that such hearing request will stay
the suspension of Company's securities pending a decision on the
appeal.

As previously disclosed, the NASDAQ Stock Market LLC notified Cache
that the Company is not in compliance with the continued listing
requirements for The NASDAQ Global Select Market contained in
NASDAQ Listing Rule 5450(b)(1)(A), which rule requires the Company
to maintain a minimum of $10 million in stockholders' equity.

Unless the Company requests an appeal of this determination,
trading of the Company's common stock will be suspended at the
opening of business on Feb. 5, 2015.  If the Company's securities
are suspended or delisted, the Company's securities may be
immediately eligible to be quoted on the OTC Pink Current
Information tier of the over-the-counter market under the symbol:
CACH.

Meanwhile, the Company accepted the resignation of Michael F. Price
from his position as a member of the Board of Directors of the
Company, effective Jan. 23, 2015.  Mr. Price's resignation was not
due to a disagreement with the Company on any matter relating to
the Company's operations, policies or practices.

                        About Cache, Inc.

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

Cache reported a net loss of $34.4 million for the 52 weeks ended
Dec. 28, 2013, following a net loss of $12.07 million for the 52
weeks ended Dec. 29, 2012.



CAESARS ENTERTAINMENT: Bank Debt Trades at 9% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
91.2 cents-on-the-dollar during the week ended Friday, Jan. 30,
2015, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents a
decrease of 0.55 percentage points from the previous week, The
Journal relates.  The Company pays 525 basis points above LIBOR to
borrow under the facility.  The bank loan matures on April 2, 2021,
and carries Moody's B2 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended Friday
among the 186 loans with five or more bids. All loans listed are
B-term, or sold to institutional investors.


CAESARS ENTERTAINMENT: Meeting to Form Committee on Feb. 4
----------------------------------------------------------
The U.S. Trustee, the Justice Department's bankruptcy watchdog, is
set to hold a meeting on Feb. 4, at 11:00 a.m., to form a committee
of unsecured creditors of Caesars Entertainment Corp.

The meeting will be held at Room 2525, 219 South Dearborn, in
Chicago, Illinois, according to filing with the U.S. Bankruptcy
Court for the Northern District of Illinois.

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

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies.  Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.

The Company has its corporate headquarters in Las Vegas.  Harrah's
announced its re-branding to Caesar's in mid-November 2010.  

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

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

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

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

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


CAESARS ENTERTAINMENT: No Accord Reached with Bank Lenders
----------------------------------------------------------
Caesars Entertainment Corporation and Caesars Entertainment
Operating Company, Inc., a majority owned subsidiary of CEC,
disclosed in a regulatory filing with the U.S. Securities and
Exchange Commission that while they have been engaged in
confidential discussions with certain beneficial holders of first
lien debt incurred by CEOC pursuant to that certain Third Amended
and Restated Credit Agreement, dated as of July 25, 2014, by and
among CEC, CEOC, the lenders party thereto and Credit Suisse AG,
Cayman Islands Branch, as administrative agent, they have not at
this time been able to reach an agreement with the Bank Lenders
regarding the Restructuring.  In connection with the discussions,
CEC and CEOC provided certain confidential information to the Bank
Lenders pursuant to non-disclosure agreements between CEC, CEOC and
the Bank Lenders.  The Bank Lenders' NDAs with CEC and CEOC have
now expired pursuant to their terms.

On Jan. 29, 2015, a meeting occurred among CEC, CEOC and the Bank
Lenders, together with each of their respective legal and financial
advisors.  CEC and CEOC provided certain information to the Bank
Lenders and their advisors which, in addition to conveying CEC's
and CEOC's views, also described some, but not all, of the terms
contained in a proposal previously provided by the Bank Lenders to
CEC and CEOC.  Specifically, the Bank Lenders had included a larger
convertible note than that described in the Discussion Materials.
During the Jan. 29, 2015, meeting, it was clarified that OpCo would
use cash from operations to first pay interest due on the New First
Lien OpCo Debt and New Second Lien OpCo Debt and then to pay the
obligations due under the Leases, including, without limitation, on
account of rent and capital expenditures.  In addition to the
Discussion Materials, CEC proposed, in response to issues raised by
the Bank Lenders and in order to try to reach a consensual
agreement with the Bank Lenders:

    (1) to amend the existing guarantee with respect to the
        amounts outstanding under the Credit Agreement to
        guarantee (a) the New First Lien OpCo Debt and New Second
        Lien OpCo Debt to be received by the Bank Lenders in the
        Restructuring and (b) the CPLV Mezzanine Debt, if any, to
        be received by the Bank Lenders; and

    (2) an additional payment of $39 million by CEC (inclusive of
        any additional monthly adequate protection payments for a
        total payment of $300 million over twelve months) to the
        Bank Lenders to settle any possible claims under the CEC
        Credit Agreement Guarantee.

In response, the Bank Lenders proposed that (x) the guarantee be a
payment guarantee secured by all assets of the parent guarantor,
(y) the Bank Lenders receive their full non-default contractual
rate of interest (as opposed to their earlier request for default
rate of interest) for the full post-petition period from CEC (less
the monthly adequate protection payments at a rate equal to 1.5%
per annum to be made to the Bank Lenders pursuant to the terms of
CEOC's cash collateral order) with an upfront payment by CEC for
forbearance from the exercise of certain rights and remedies equal
to the amount of interest due for one quarter, and (z) CEC make an
additional payment of $294 million to the Bank Lenders at Exit to
the extent that CEOC was otherwise unable to syndicate the New
First Lien PropCo Debt in the market.  Caesars said the Bank
Lenders' proposals were not acceptable.

A full-text copy of the Discussion Materials is available at:

                       http://is.gd/QPVFH4

                   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.


CALPINE CORP: Moody's Rates New $500MM Sr. Unsecured Notes 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Calpine
Corporation's new $500 million senior unsecured notes due 2024.
Concurrent with this rating assignment, Moody's affirmed Calpine's
B1 Corporate Family Rating (CFR) and B1-PD Probability of Default
Rating, along with the Ba3 rating on the company's senior secured
revolver, term loans, and senior secured notes. Proceeds from the
new debt issuance will be used to fund the Fore River generating
plant acquisition and general corporate purposes. The rating
outlook is positive.

Ratings Rationale

Calpine's B1 CFR reflects the inherent volatility of the merchant
power sector and its considerable debt leverage (5.7% CFO
pre-working capital (WC)/debt for year-end 2013), tempered by the
scale and geographic diversity of its operations. Calpine also has
a significant fuel concentration risk, as its fleet of generation
assets are predominantly natural gas-fired. However, natural gas
plants are faring much better than most other generation assets in
current low gas price environment.

Calpine's scale and geographic diversity play an important role in
its cash flow resiliency. The company operates nationally, with 87
plants totaling 25.8 GW of generating capacity. This scale and
focus on gas-fired facilities allow it to keep operating expenses
low while achieving high reliability. Calpine has a major presence
in the Northeast, Texas and California. Each of these regions has a
very different market environment and regulatory regime, thus
providing meaningful cash flow diversification.

Calpine has high debt leverage, a credit weakness. Based on Moody's
adjusted financials, Calpine's CFO pre-WC/debt ratio for the
calendar year end 2013 was 5.7% which was on par with the previous
two years -- with 6.5% and 5.5% registered in 2011 and 2012,
respectively. Despite this debt, Calpine's ability to generate
positive free cash flow even through the current low power price
environment is an important rating consideration. Unlike its
merchant peers with coal or nuclear generation, gas plants have
relatively low level of maintenance capital expenditures and
environmental compliance expenditures.

Liquidity

Calpine's speculative-grade liquidity rating is SGL-2. The company
continues to possess good liquidity, with $1.5 billion of cash on
hand at the end of September 2014 and $1.3 billion of unused
capacity on its corporate revolving credit facility. Excluding
project finance debt maturities, Calpine's next scheduled debt
maturity is in April 2018 and its corporate revolving facility is
due June 2018. The company also generated $677 million of free cash
flow before growth capital expenditures for year 2013 and is
forecast to generate $800 to $850 million of free cash flow for
2014 according to its third quarter earnings presentation.

Rating Outlook

Calpine's positive outlook reflects its continued free cash flow
generation and an expected increase in cash flow to debt ratios
over the next few years.

What Could Change the Rating -- UP

Moody's could upgrade Calpine's ratings at some point over the next
12 to 18 months if its CFO-PreWC/debt ratio is sustained in the
high single digit range.

What Could Change the Rating -- Down

Moody's may revise the outlook to stable should CFO Pre-WC/debt
stay in the mid-single digit range on a sustained basis.

Corporate Profile

Headquartered in Houston, Texas, Calpine is a major U.S.
independent power company that operates 87 power plants, with
capacity of approximately 26 gigawatts of electricity in U.S. and
Canada.

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

Assignments:

Issuer: Calpine Corporation

Senior Unsecured Regular Bond/Debenture, Assigned B3(LGD5)

Affirmations:

Issuer: Calpine Corporation

Probability of Default Rating, Affirmed B1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Corporate Family Rating, Affirmed B1

Senior Unsecured Shelf, Affirmed (P)B3

Senior Secured Shelf, Affirmed (P)Ba3

Senior Secured Bank Credit Facility, Affirmed Ba3(LGD3)

Senior Secured Regular Bond/Debenture, Affirmed Ba3(LGD3)

Senior Unsecured Regular Bond/Debenture, Affirmed B3(LGD5)

Outlook Actions:

Issuer: Calpine Corporation

Outlook, Remains Positive



CAMPBELL CARMART: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Campbell Car*Mart, LLC
        c/o Sandra R. Campbell, 314 Roscommon Dr
        Bristol, TN 37620

Case No.: 15-70123

Chapter 11 Petition Date: January 29, 2015

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

Judge: Hon. Paul M. Black

Debtor's Counsel: John M. Lamie, Esq.
                  BROWNING LAMIE & GIFFORD
                  P. O. Box 519
                  Abingdon, VA 24212-0519
                  Tel: (276) 628-6165
                  Email: jlamie@blglaw.us

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sandra R. Campbell, authorized
representative.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/vawb15-70123.pdf


CARROLS RESTAURANT: S&P Alters Outlook to Neg. & Affirms 'B-' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Syracuse, N.Y.-based Carrols Restaurant Group Inc. to negative from
stable.  At the same time, S&P affirmed its 'B-' corporate credit
rating on the company, and its 'B-' issue-level rating on the
company's senior secured notes.  The recovery rating on the notes
remains '4', indicating S&P's expectation of average (30%-50%)
recovery of principal in the event of a payment default.

"The rating action reflects Carrols’ weakened liquidity resulting
from continued negative free operating cash flow and limited
covenant headroom.  Carrols recently amended its revolving credit
facility, and now must comply with leverage and fixed-charge ratio
covenants starting in the fourth quarter of fiscal 2014," said
credit analyst Helena Song.  "We expect the cushion under both of
these covenants to be under 15% when the company reports 2014
results, with further deterioration in 2015 as the covenants
tighten.  We note that we expect profit growth over the near term,
but not to the magnitude of the step-down of the financial
covenants.  We now assess the company’s liquidity as "less than
adequate" as we believe the company will have less than 15%
headroom over the next year and will likely have difficulty
complying with these covenants in the future without an amendment
or refinancing."

The negative outlook reflects S&P's expectation for reduced
liquidity prospects.  S&P believes the company will likely have
difficulty complying with these covenants in the future without an
amendment or a debt refinance.  S&P also believes Carrols'
profitability will be pressured by continued elevated commodity
costs in 2015 and the acquisition of 123 underperforming Burger
King units in 2014.  This will lead the company to use cash sources
over the near term as a result of capital spending and possible
acquisitions.

Downside scenario

S&P could lower the ratings if it appears the company cannot amend
covenants or refinance debt in an adequate and timely fashion, as
S&P believes the company will likely have difficulty complying with
its covenants in the next several quarters, especially when
covenants tighten.  Furthermore, if the company is unable to grow
profits such that it cannot sufficiently fund its capital spending
needs and continually uses cash, S&P may also consider a lower
rating.  If this occurs, S&P would conclude that the capital
structure is unsustainable.

Upside scenario

S&P would consider revising the outlook back to stable if the
company can obtain adequate cushion under its covenants to more
than 15% on a current and projected basis through a covenant
amendment or a debt refinance.  Although unlikely, S&P could also
take a positive rating action if Carrols can grow EBITDA
considerably ahead of expectations to provide some covenant
headroom relief.  This could happen if EBITDA grows by about 30% in
fiscal 2015 from successfully integrating and improving operating
performance at newly acquired units meaningfully.



CENTRAL GARDEN: S&P Raises CCR to 'B+' on Improved Business Model
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Walnut Creek, Calif.-based Central Garden & Pet Co. to
'B+' from 'B'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on Central
Garden & Pet's $450 million subordinated notes due March 2018 to
'B' (one notch below the corporate credit rating) from 'B-'.  The
recovery rating remains '5', indicating S&P's belief that lenders
could expect modest (10%-30%) recovery in the event of payment
default or bankruptcy.

"The ratings on Central Garden & Pet reflect a substantially
completed transformation plan wherein the company reorganized and
coordinated efforts among the various segments and departments of
its businesses," said Standard & Poor's credit analyst Rodney
Olivero.  "The ratings also reflect the company's weak negotiating
power with a concentrated retailer customer base, high dependence
on large and dominant retailers whose negotiating power is strong
and increasing, and susceptibility to changes in consumer
discretionary spending in the garden segment.  The company is also
exposed to volatile input costs and retailer policies such as
inventory destocking and shelf space limitations."

The stable outlook reflects Standard & Poor's expectation that the
company's operational transformation plan is largely complete.  S&P
believes the company will focus on maintaining market share with
operating margins in the mid-to-high single digits as management
continues to improve its sales mix, brand-building initiatives, and
cost containment programs, resulting in a debt-to-EBITDA ratio
around 4x and interest coverage around 3x at year end.  S&P expects
the company's liquidity to remain adequate.



CHAMPION INDUSTRIES: Incurs $1.1 Million Net Loss in 2014
---------------------------------------------------------
Champion Industries, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss of $1.13 million on $63.5 million of total revenues for the
year ended Oct. 31, 2014, compared to net income of $5.71 million
on $72.3 million of total revenues during the prior year.

As of Oct. 31, 2014, the Company had $24 million in total assets,
$20.8 million in total liabilities and $3.20 million in total
shareholders' equity.

The Company as of Oct. 31, 2014, has $12.7 million in debt
obligations due in 2015.  The Company said it is currently pursuing
a longer term financing solution with its lenders.

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

                        http://is.gd/Ga7EAZ

                     About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.


CHINA TELETECH: Acquires 51% Equity Interest in Jinke
-----------------------------------------------------
China Teletech Holding Inc., Shenzhen Jinke Energy Development Co.,
Ltd., a company organized under the laws of the People's Republic
of China, and Guangyuan Liu, the holder of 97% of the equity
interest of Jinke entered into a share exchange agreement on Jan.
28, 2015, pursuant to which the Company agreed to issue an
aggregate of 20,000,000 shares of its common stock, $0.001 par
value per share to Guangyuan Liu in exchange for 51% of the issued
and outstanding securities of Jinke.  Of the 20,000,000 shares to
be issued by the Company, 16,000,000 were issued and delivered
prior to closing and 4,000,000 were issued and delivered at
closing.  The Share Exchange closed on Jan. 28, 2015.  As promptly
as practicable after closing, Jinke and Guangyuan Liu agreed to
obtain confirmation from the relevant PRC governmental authorities
of the change in registration of ownership of Jinke to reflect the
transfer of the 51% equity interest to the Company.

In connection with the Share Exchange, the cooperation agreement
dated June 30, 2014, into which Jinke and the Company previously
entered, was terminated and superseded in its entirety by the Share
Exchange Agreement.

In connection with the Share Exchange, Mr. Guangyuan Liu was
appointed a director of the Company, and Ms. Yankuan Li was
appointed a director of Jinke.

Additional information is available for free at:

                        http://is.gd/rDJXny

                        About China Teletech

Tallahassee, Fla.-based China Teletech Holding, Inc., is a
national distributor of prepaid calling cards and integrated
mobile phone handsets and a provider of mobile handset value-added
services.  The Company is an independent qualified corporation
that serves as one of the principal distributors of China Telecom,
China Unicom, and China Mobile products in Guangzhou City.

On June 30, 2012, the Company strategically sold its wholly-owned
subsidiary, Guangzhou Global Telecommunication Company Limited
("GGT"), to a third party.  GGT was engaged in the trading and
distribution of cellular phones and accessories, prepaid calling
cards, and rechargeable store-value cards.

China Teletech reported a net loss of $1.96 million on
$30.9 million of sales for the year ended Dec. 31, 2013, as
compared with net income of $53,500 on $26.6 million of sales in
2012.

As of Sept. 30, 2014, the Company had $11.3 million in total
assets, $13.9 million in total liabilities and a $2.53 million
total deficit.

WWC, P.C., in San Mateo, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013, citing that the Company has incurred
substantial losses which raise substantial doubt about its ability
to continue as a going concern.



CIT GROUP: DBRS Assigns 'BB' Issuer Rating
------------------------------------------
DBRS Inc. views CIT Group Inc.'s 4Q14 results as solid, impacted by
recent acquisitions made to redeploy excess capital, as well as a
higher level of asset sales compared to the prior quarter.  For the
quarter, CIT reported gains on asset sales of $93.1 million, up
from $37.1 million in 3Q14.  Gain on asset sales benefited from the
sale of the U.K. corporate lending portfolio as CIT continues to
pare back its non-strategic portfolio.  Also, CIT generated a $30
million gain on the sale of the initial aircraft into its recently
created joint venture with Century Tokyo Leasing.  DBRS-calculated
adjusted revenue was 3% higher sequentially at $438 million
(excluding gains on investments, gain on portfolio sales, gain on
sale of leasing equipment, fair value movement of derivatives,
impairments on assets held for sale, and recoveries on
pre-emergence loans).  DBRS considers the expansion in adjusted
revenue in a competitive market for middle market lending and still
subdued merger and acquisition activity as evidencing the strength
of the Company's commercial lending franchise.

Net finance revenues improved modestly quarter-on-quarter (QoQ) as
average earning asset balances were relatively stable while
adjusted net finance margin expanded.  For 4Q14, the Company
reported an adjusted net finance margin of 4.34%, an 8 basis point
(bps) improvement from the prior quarter.  Higher interest
recoveries due to declining non-accrual balances and the benefit of
suspended depreciation on operating lease assets held for sale were
the key contributors to the improving margin.  DBRS notes deposit
costs were stable QoQ.

Operating expenses, excluding restructuring expenses, were higher
QoQ primarily due to the acquisition of Direct Capital, higher
deposit costs and exit costs related to the non-strategic
portfolio.  As a percentage of average earning assets, operating
expenses, exclusive of restructuring were 2.82%, 19 bps higher
sequentially, but were still above the Company's near-term target
range of 2.00% to 2.50%.  DBRS expects that as the last of the
non-strategic portfolios are exited through 2015 and the
integration of NACCO and Direct Capital progresses, CIT will make
further progress towards its target for operating efficiency.

Asset quality metrics remain at or near cyclical lows reflecting
CIT's conservative commercial underwriting standards and the
strengthening U.S. Economy.  Non-accruals were 0.82% at December
31, 2014, the lowest levels since before the financial crisis and
evidencing the impact of CIT's progress in exiting non-strategic
portfolios.  Within CIT's North American Commercial lending
portfolio, DBRS notes that CIT held approximately $500 million of
direct loan exposure (3% of the segments total lease and lending
portfolio) to the energy sector.  DBRS notes that approximately 80%
of the exposure is secured and that the portfolio remains
unaffected by the rapid decline in energy prices.  Lastly, DBRS
highlights that CIT's Transportation railcar business held
approximately 12,000 tank cars that carry crude oil and 9,000 sand
cars.  Currently, utilization of these railcars remains very strong
and most are on long-term lease.  Nonetheless, DBRS is mindful that
credit issues could potentially surface should energy prices remain
at current levels or lower, for a prolonged period.

DBRS rates CIT Group Inc.'s Issuer Rating at BB.  The ratings are
currently Under Review with Positive Implications.  The Review
reflects CIT's agreement to acquire OneWest Bank, which is expected
to close in 1H15, subject to regulatory approval.


COMMUNITY HEALTH: S&P Affirms B+ CCR & Revises Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Franklin, Tenn.-based acute-care hospital operator
Community Health Systems Inc. and revised the rating outlook to
stable from negative.  S&P's issue-level ratings on Community are
unchanged.

"Our rating action reflects Community's progress in integrating
HMA, which gives us greater confidence that the company will be
able to reduce leverage closer to historical levels of around 5x
over the next two years," said Standard & Poor's credit analyst
Shannan Murphy.  Since acquiring HMA in January 2014, Community has
steadily improved margins and has shown recent progress in
strengthening volume growth.  Through the end of 2014, Community
expects to achieve about $125 million of the outlined $250 million
in acquisition-related synergies.  Importantly, these improvements
support S&P's prior expectation that Community would generate at
least $400 million per year in discretionary cash flow.

Reimbursement risk remains the predominate risk facing healthcare
service providers, and S&P expects that the hospital sector,
including Community, will be pressured to maintain margins over
time.  As a result of the Affordable Care Act and improving
unemployment rates, U.S. insurance coverage rates are currently at
the highest point in five years.  Over the past few quarters,
Community has experienced sequential improvement in uncompensated
care.  However, S&P believes that the benefit of improving payor
mix will be partially offset over time through lower
disproportionate share payments and tempered government and
commercial reimbursement rates as payers remain focused on
controlling health care costs.

S&P's stable rating outlook on Community Health reflects its belief
that the integration of HMA is on track, and that acquisition
synergies, coupled with modest improvements to the payor mix as a
result of the Affordable Care Act implementation, will allow the
company to reduce leverage to the low- to mid-5x range by the end
of 2015, consistent with historical levels prior to the HMA
acquisition.  It also incorporates S&P's expectation that the
company will not undertake any large-scale acquisitions or share
repurchase activity until leverage is closer to 5x.

S&P could lower the rating if it believes the company is likely to
sustain debt leverage in excess of 6x on an extended basis as this
might cause S&P to believe that credit quality was no longer
comparable to 'B+' rated peers.  In S&P's view, this could happen
if margins contract about 200 basis points, most likely due to
adverse changes in reimbursement, or if the company becomes
significantly more acquisitive.

S&P could raise the rating if it believes that Community will
sustain debt leverage in the mid-4x range.  S&P views this as
unlikely given the company's history of using cash flow for
acquisitions and business reinvestment.  In S&P's view, the company
would need to prepay about $3 billion in debt (on top of its
mandatory amortization) to reduce leverage to this level within the
next year.



COMMUNITYONE BANCORP: Posts $144 Million Net Income in Q4
---------------------------------------------------------
CommunityOne Bancorp reported net income of $115 million on $19.3
million of total interest income for the fourth quarter of 2014
compared to net income of $2.29 million on $18.9 million of total
interest income for the fourth quarter of 2013.

The Company also reported net income of $150 million on $73.9
million of total interest income for 2014 following a net loss of
$1.48 million on $75.0 million of total interest income for 2013.
It also recorded a net loss of $40 million in 2012 and a $137
million net loss in 2011.

As of Dec. 31, 2014, the Company had $2.21 billion in total assets,
$1.94 billion in total liabilities and $267 million in total
shareholders' equity.

"We continued to execute our plan during the fourth quarter by
growing loans and deposits, exceeding our 2014 goal with a 76% loan
to deposit ratio," noted Bob Reid, president and CEO.  "We added an
SBA lending capability late in the fourth quarter and in January
continued our external mortgage channel expansion with the addition
of our first mortgage lenders in the Raleigh market.  The year
ended ahead of plan in terms of our credit quality and we expect
that to continue."

"We continue to focus on reducing noninterest expense, and we
announced the closing of six branches effective in the first
quarter of 2015, even as we continue to make investments in new
personnel, new markets and new products to drive growth.  In
addition, we were pleased to complete a $25 million private
placement of common stock, which will continue to position our
balance sheet for both organic growth and growth by acquisition
should an opportunity present itself," added Bob Reid.

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

                        http://is.gd/oJC3pb

                        About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.


COMSTOCK MINING: Has $9.64-Mil. Net Loss in 2014
------------------------------------------------
Comstock Mining Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the year ended Dec.
31, 2014.

The Company's current capital resources include cash and cash
equivalents and other working capital resources, cash generated
through operations, and existing financing arrangements, including
a $5 million revolving credit facility with Auramet International,
LLC ("Auramet"), pursuant to which the Company may have borrowings
up to $5 million outstanding at any given time through Feb. 5,
2016.  On Jan. 27, 2015, the Company and Auramet agreed to increase
the facility up to $8.0 million and extend the facility from the
current maturity of Feb. 6, 2015 to Feb. 6, 2017.  The Company has
financed its exploration, development and start up activities
principally from the sale of equity securities and, to a lesser
extent, debt financing.  In May 2014, the Company raised $11.9
million in gross proceeds (approximately $11 million, net of
issuance costs) through an underwritten public offering of
7,475,000 shares of our common stock at a price of $1.59 per share.
While the Company has been successful in the past in obtaining the
necessary capital to support its operations, including registered
equity financings from its existing shelf registration statement,
borrowings, or other means, there is no assurance that the Company
will be able to obtain additional equity capital or other
financing, if needed.  The Company believes it will have sufficient
funds to sustain its operations during the next 12 months as a
result of the sources of funding.

Future production rates and gold prices below management's
expectations would adversely affect the Company's results of
operations, financial condition and cash flows.  If the Company was
unable to obtain any necessary additional funds, this could have an
immediate material adverse effect on liquidity and could raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company reported a net loss of $9.64 million on $25.6 million
of total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $21.35 million on $24.8 million of total revenues in
2013.

The Company's balance sheet at Dec. 31, 2014, showed $46.5 million
in total assets, $24.2 million in total liabilities and total
stockholders' equity of $22.2 million.

A copy of the Form 10-K is available at:
                              
                       http://is.gd/VK9rDE
                          
                      About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $1.05 million on $6.79 million
of total revenues for the three months ended Sept. 30, 2014,
compared with a net loss of $4.52 million on $6.82 million of
total revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2014, showed $49.6 million
in total assets, $25.4 million in total liabilities, and
stockholders' equity of $24.2 million.


COMSTOCK MINING: Incurs $13.3 Million Net Loss in 2014
------------------------------------------------------
Comstock Mining Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
available to common shareholders of $13.3 million on $25.6 million
of total revenues for the year ended Dec. 31, 2014, compared with a
net loss available to common shareholders of $25.4 million on $24.8
million of total revenues for the year ended Dec. 31, 2013.  The
Company reported a net loss available to common shareholders of
$35.1 million in 2011.

As of Dec. 31, 2014, the Company had $46.4 million in total assets,
$24.2 million in total liabilities and $22.2 million in total
stockholders' equity.

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

                     http://is.gd/mZfXI8

                    About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.


COMSTOCK MINING: Van Den Berg Reports 25.5% Stake as of Dec. 31
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Van Den Berg Management I, Inc., disclosed
that as of Dec. 31, 2014, it beneficially owned 21,835,880 shares
of common stock of Comstock Mining Inc. representing 25.53 percent
of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/DlbMFq

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining reported a net loss available to common
shareholders of $13.3 million on $25.6 million of total revenues
for the year ended Dec. 31, 2014, compared to a net loss available
to common shareholders of $25.4 million on $24.8 million of total
revenues for the year ended Dec. 31, 2013.  The Company reported a
net loss available to common shareholders of $35.1 million in
2011.

As of Dec. 31, 2014, the Company had $46.4 million in total assets,
$24.2 million in liabilities and $22.2 million in total
stockholders' equity.


CRAFT INTERNATIONAL: Has Feb. 17 Hearing on Deal to Close Company
-----------------------------------------------------------------
Kelsey Butler, writing for The Deal, reported that Craft
International LLC, the company co-founded by Chris Kyle, the man
behind Academy Award-nominated "American Sniper," is set on Feb. 17
to seek court approval of a settlement that would wind down the
company.

As previously reported by The Troubled Company Reporter, citing The
Wall Street Journal, Taya Kyle, Mr. Kyle's widow, and creditors of
Craft International, have reached a settlement which provides that
the Kyle family can live rent-free until Oct. 30 in their
Midlothian, Texas, home, and Ms. Kyle will get the rights to
Craft's skull-shaped logo.

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

              About Craft International

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

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

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

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


CTI BIOPHARMA: Estimates Financial Standing of $46.2MM at Dec. 31
-----------------------------------------------------------------
CTI BioPharma Corp. or CTI Parent Company reported estimated and
unaudited net financial standing of $46.2 million as of Dec. 31,
2014. The total estimated and unaudited net financial standing of
CTI Consolidated Group as of Dec. 31, 2014, was $46.6 million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $3.5 million as of Dec. 31, 2014.  CTI
Consolidated Group trade payables outstanding for greater than 30
days were approximately $4.2 million as of Dec. 31, 2014.

During the month of December 2014, the Company's common stock, no
par value, outstanding increased by 259,259 shares.  Consequently,
the number of issued and outstanding shares of Common Stock as of
Dec. 31, 2014, was 176,761,099.

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

                         http://is.gd/30Acp1

                         About CTI BioPharma

CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis.  CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.

Cell Therapeutics reported a net loss attributable to common
shareholders of $49.6 million in 2013, a net loss attributable to
common shareholders of $115 million in 2012, and a net loss
attributable to common shareholders of $121 million in 2011.

"We believe that our present financial resources (including the
$17.8 million we received in October 2014 under the Servier
Agreement), together with additional milestone payments projected
to be received under certain of our contractual agreements, our
ability to control costs and expected net contribution from
commercial operations in connection with PIXUVRI, will only be
sufficient to fund our operations into the third quarter of 2015.
This raises substantial doubt about our ability to continue as a
going concern," the Company disclosed in its quarterly report on
Form 10-Q for the period ended Sept. 30, 2014.


CUI GLOBAL: First Eagle Investment Reports 11% Stake as of Dec. 31
------------------------------------------------------------------
First Eagle Investment Management, LLC, disclosed in an amended
Schedule 13G filed with the U.S. Securities and Exchange Commission
that as of Dec. 31, 2014, it beneficially owned
2,281,242 shares of common stock of CUI Global, Inc., representing
11 percent of the shares outstanding.  A copy of the regulatory
filing is available at http://is.gd/2Mzq16

                          About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global reported a net loss allocable to common stockholders of
$1.75 million in 2013, a net loss allocable to common stockholders
of $2.52 million in 2012 and a net loss allocable to common
stockholders of $48,800 in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $98.2 million
in total assets, $26.6 million in total liabilities and $71.7
million in total stockholders' equity.


DAE AVIATION: S&P Raises CCR to 'B' on Improving Financials
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
U.S.-based MRO provider DAE Aviation Holdings Inc., including
raising the corporate credit rating to 'B' from 'B-'.  The outlook
is stable.  

S&P also raised the issue-level rating on the company's $590
million first-lien term loan to 'B+' from 'B'.  The '2' recovery
rating on the loan, which indicates expectations of a substantial
(70%-90%) recovery in the event of payment default, remains
unchanged.  S&P also raised the issue-level rating on the company's
$250 million second-lien term loan to 'CCC+' from 'CCC'. The '6'
recovery rating on the loan, which indicates expectations of a
negligible (0%-10%) recovery, is also unchanged.

"The upgrade reflects our belief that the company's credit ratios
in 2014 will be better than we had previously expected because of
improvements in the high-end aircraft interiors completions
business after years of losses, the benefits of restructuring
efforts, new contract wins, and higher demand for large engine
repair," said Standard & Poor's credit analyst Christopher
Denicolo.

S&P expects these trends, as well as some debt reduction beyond
required amortization, to enable the company to sustain these
improvements in 2015.  S&P had previously expected debt to EBITDA
of 5.0x-6.0x in 2014 and 4.0x-5.0x in 2015, and S&P's expectations
are now 4.3x-4.7x and 4.0x-4.5x, respectively.

The rating outlook is stable.  S&P expects DAE Aviation's revenues
and earnings to continue to grow as a result of new completions
projects, further recovery in the business and regional jet
markets, and increasing revenues from servicing larger engines,
which lower military revenues will work against.

S&P could lower the rating if the completions business does not
improve as much as S&P anticipates or if the decline in high-margin
military revenues hurts earnings more than S&P expects, resulting
in FFO to debt falling below 10% and debt to EBITDA rising above
5.5x.

S&P could raise the rating if better-than-expected profitability
and cash flow generation result in sustained improvements in credit
protection measures, such that debt to EBITDA falls below 4x and
FFO to debt rises to the high teens.



DALLAS COUNTY SCHOOLS: Moody's Rates $12MM Promissorry Note Ba3
---------------------------------------------------------------
Moody's Investors Service has downgraded Dallas County Schools'
(TX) general obligation limited tax (GOLT) rating to Baa1,
affecting $67.3 million outstanding debt. This action concludes a
review for possible downgrade that Moody's initiated on December
23, 2014. Concurrently, Moody's have assigned a Ba3 rating to a
$12.1 million Amended and Restated Promissory Note dated August 1,
2014. The outlook is negative.

Issue: Amended and Restated Promissory Notes
Rating: Ba3
Sale Amount: $12,030,000
Expected Sale Date: 08/01/2014
Rating Description: General Obligation Limited Tax

Summary Rating Rationale

The Baa1 GOLT rating reflects the district's weak financial
position and very narrow liquidity due to increasing support for a
non-essential bus safety-camera enterprise that has fallen short of
officials revenue projections to date. The district's rating
nevertheless reflects the support of the substantial and diverse
Dallas County tax base along with an average socioeconomic profile
and the district's modest debt burden. The district has no student
enrollment or direct instruction function; it is an unique entity
whose primary function has traditionally been to provide bus
service to public schools in the Dallas region.

The Ba3 promissory note rating relates to the enterprise, whose
operations have historically underperformed the district's
projections, and fiscal 2014 revenues available for repayment that
were substantially less than maximum annual debt service.. The
rating incorporates the district's willingness to continue to
support the bus safety enterprise, albeit at some risk to the
district's credit quality.

Outlook

The negative outlook on the district's GOLT debt reflects the
district's weak financial position and very narrow liquidity.

The negative outlook on the enterprise available revenues note
reflects the start-up nature of this nonessential enterprise, and
its current inability to support its debt without district
subsidy.

What Could Make The Rating Go Up -- GOLT

  -- Significant increase in liquidity that reduces reliance
     on cash flow borrowing

  -- Improved enterprise fund operations that decreases
     the need for General Fund support

What Could Make The Rating Go Down -- GOLT

  -- Failure to obtain cash flow borrowing as needed

  -- Further deterioration of fund balance or liquidity

What Could Make The Rating Go Up -- Available Revenues Note

  -- Substantial improvement in the enterprise's operations
     and net revenues

What Could Make The Rating Go Down -- Available Revenues Note

  -- Reduced willingness to support the bus safety enterprise

  -- Decrease in net enterprise revenues

Obligor Profile

Dallas County Schools is a county-unit school district that is
coterminous with Dallas County, Texas. It has no student enrollment
or direct instruction operations. The district supports certain
independent school districts in the county and other independent
school districts located outside the county primarily by providing
bus services and other support functions.

Legal Security

The GOLT bonds are secured by and payable from the proceeds of an
annual ad valorem tax that is limited to $0.01 per $100 of taxable
valuation and levied on all taxable property within the county for
maintenance and operations purposes.

The promissory note is payable from the gross revenues of the
district's enterprise funds and all other legally available
revenues, which excludes property tax, state aid, and federal aid.

Use Of Proceeds -- Not applicable.

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



DENDREON CORP: Valeant Has Deal to Buy Prostate-Cancer Drug
-----------------------------------------------------------
Jonathan D. Rockoff and Joseph Checkler, writing for Daily
Bankruptcy Review, reported that U.S. Bankruptcy Judge Laurie S.
Silverstein in Delaware on Jan. 30 said Dendreon Corp. could hold
an emergency hearing this week to seek approval of an auction of
its flagship drug, Provenge, to Valeant Pharmaceuticals Inc.,
subject to higher bids.

According to the report, Judge Silverstein approved an emergency
motion for a hearing on Feb. 3.  The approval comes a day after
Dendreon said it reached a tentative deal to sell the
prostate-cancer drug to Valeant for $296 million, the report
related.

                       About Dendreon Corp

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

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

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

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

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

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


DENDREON CORP: Valeant to Serve as "Stalking Horse" Bidder
----------------------------------------------------------
Dendreon Corporation on Jan. 29 disclosed that it has reached an
agreement with Valeant Pharmaceuticals International, Inc. pursuant
to which, subject to bankruptcy court approval, Valeant will serve
as the "stalking horse" bidder in conjunction with a
court-supervised sales process.

Under the terms of the agreement, Valeant would acquire the
world-wide rights of PROVENGE(R) (sipuleucel-T) and certain other
Dendreon assets for $296 million, subject to higher and better
bids.

Valeant is a multinational specialty pharmaceutical company that
develops, manufactures and markets a broad range of pharmaceutical
products primarily in the areas of dermatology, eye health,
neurology and branded generics.

"We are pleased to reach this agreement with Valeant and to move
forward with the court-supervised sales process," said W. Thomas
Amick, president and chief executive officer of Dendreon.  "We are
confident that this process will result in a strong new owner for
PROVENGE, and that patients will continue to receive treatments
with no disruption moving forward.  We thank our employees for
their continued hard work, dedication and commitment to serving our
physicians and their patients."

The Company also announced that it would be extending the bid
deadline for interested parties to submit qualified bids to
participate in an auction for the Company's assets from
January 29, 2015 at 5:00 p.m. Eastern Time to February 10, 2015 at
5:00 p.m. Eastern Time.  Assuming additional qualified bids are
submitted, an auction would be held on February 12, 2015.

The full terms of the agreement will be filed with the Securities
and Exchange Commission.  Court documents and additional
information are available through Dendreon's claims agent,
Prime Clerk, at https://cases.primeclerk.com/dendreon or
844-794-3479.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as the
Company's legal advisor, AlixPartners is serving as its financial
advisor and Lazard is serving as its investment bank.

Weil, Gotshal & Manges LLP acted as legal advisor to Valeant.

                       About Dendreon Corp.

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

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

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

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

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

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


DIAMOND FOODS: S&P Revises Outlook to Pos. & Affirms 'B-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Francisco-based Diamond Foods Inc. to positive from stable.  S&P
also affirmed all ratings on the company, including its 'B-'
corporate credit rating.

"The outlook revision reflects our expectation that Diamond's
operating performance has stabilized and profitability has
continued to modestly improve," said Standard & Poor's credit
analyst Bea Chiem.  "We believe that the majority of the company's
legal and accounting issues are largely behind it and that new
management has made progress in improving the company's operating
performance through cost reductions, product innovations, and
improved walnut supplies."

S&P could raise the company's ratings within the next 12 months if
the company is able to sustain its improved operating performance
and profitability and does not experience additional operational or
legal issues, resulting in S&P's improved view of the company's
business risk profile.

S&P estimates that Diamond's adjusted debt outstanding as of Oct.
31, 2014, was approximately $675.2 million.



DIOCESE OF HELENA: Disclosures Okayed; Plan Hearing March 4
-----------------------------------------------------------
Roman Catholic Bishop of Helena, Montana, won bankruptcy court
approval of the disclosure statement explaining its Chapter 11 exit
plan.  The Diocese may now circulate the Plan, together with
balloting documents, to solicit creditor votes.

On December 12, 2014, the Diocese and the Official Committee of
Unsecured Creditors filed the First Amended Joint Chapter 11 Plan
and the Disclosure Statement.  After a hearing held on January 14,
2015, the Court entered the Disclosure Statement approval order.
The Court also approved the Plan Proponents' solicitation
procedures, and other materials relating to the solicitation of
votes.

The Court set a hearing to consider confirmation of the Plan and
related matters at 9:00 a.m. on March 4, 2015, before the Honorable
Terry L. Myers, United States Bankruptcy Judge, at the United
States Bankruptcy Court, 6450 N. Mineral Drive, Coeur d'Alene,
Idaho. The Confirmation Hearing may be adjourned from time to time
without further notice other than announcement made at the
Confirmation Hearing or any adjourned hearing, and the Plan may be
modified, if necessary, pursuant to 11 U.S.C. Sec. 1127 prior to,
during, or as a result of the Confirmation Hearing, without further
notice to interested parties.

Creditors entitled to vote on the Plan may submit their ballot no
later than 5:00 p.m., prevailing Mountain Time, on February 25,
2015.

Objections, if any, to the confirmation of the Plan must (i) be in
writing, (ii) state the name and address of the objecting party and
the nature of the claim or interest of such party, (iii) state with
particularity the basis and nature of each objection to
confirmation of the Plan and (iv) be filed, together with proof of
service, with the Court (with a copy Chambers) and served so that
they are received no later than 5:00 p.m., (prevailing Mountain
Time) on February 25, 2015, by:

     (a) attorneys for the Diocese:

         J. Ford Elsaesser, Esq.
         Bruce A. Anderson, Esq.
         ELSAESSER JARZABEK ANDERSON ELLIOTT & MACDONALD, CHTD.
         320 East Neider Avenue, Suite 102
         Coeur d'Alene, ID 83815

               - and-

     (b) attorneys for the Committee:

         James I. Stang, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         10100 Santa Monica Boulevard, 13th Floor
         Los Angeles, CA 90067

               - and-

         Ilan D. Scharf, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         780 Third Avenue, 36th Floor
         New York, NY 10017

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor.  Gough, Shanahan, Johnson &
Waterman PLLP has been tapped as special counsel to provide legal
advice relating to sexual abuse claims.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

The U.S. Trustee for Region 18 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors.  The Committee
has retained Pachulski Stang Ziehl & Jones LLP as counsel.

The Court installed Michael R. Hogan as the legal representative
for these sex abuse victims: (a) are under 18 years of age before
the Claims Bar Date; (b) neither discovered nor reasonably should
have discovered before the Claims Bar Date that his or her injury
was caused by an act of childhood abuse; or (c) have a claim that
was barred by the applicable statute of limitations as of the
Claims Bar Date but is no longer barred by the applicable statute
of limitations for any reason, including for example the passage
of legislation that revives such claims.

                           *     *     *

Under the Diocese's plan, which was negotiated between the church
and its official committee representing clergy-abuse victims, the
church will contribute $2 million to a victims' fund, while seven
insurance companies will contribute $14.4 million to the fund in
return for ending their liability under policies they issued years
ago.  The report said the church's portion will come from a $3.5
million loan to be secured by the diocese's real estate.  General
unsecured creditors, whose claims are estimated to total less than
$1 million, will be paid in full.


DOLLAR TREE: Moody's Assigns Ba2 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating of
Ba2, a Probability of Default Rating of Ba2-PD and a speculative
grade liquidity rating of SGL-1 to Dollar Tree, Inc. ("Dollar
Tree"). Moody's also assigned a Ba1 rating to the company's
proposed senior secured $1,250 million term revolving credit
facility maturing 2020, the proposed $500 senior secured term loan
A maturing 2020 and the proposed $5,200 million term loan B
maturing 2022. Additionally, Moody's assigned a Ba3 rating to the
company's proposed $2,500 million senior unsecured notes maturing
2023. The outlook is stable.

The proceeds of the proposed new debt will be used to acquire
Family Dollar Stores, Inc. ("Family Dollar"). The acquisition will
add approximately 8,101 stores to Dollar Tree's existing store base
of 5,077 stores in the U.S. and 205 stores in Canada. The
acquisition is subject to regulatory review and is expected to
close in first half of 2015. Moody's anticipates some store
divestitures will be mandated by the regulators as part of the
approval of the transaction. This is a first time rating for Dollar
Tree. All ratings are subject to satisfactory review of final
documentation and closing of the Family Dollar acquisition.

The transaction also anticipates the rollover of $300 million in
legacy Family Dollar notes (currently rated Baa3 on review for
downgrade) as part of the new capital structure. Post closing the
legacy notes will be senior secured obligations of Family Dollar.
If the transaction closes as anticipated these notes will be
downgraded to Ba1 from their current rating of Baa3.

"Although a transaction of this size comes with significant
execution and integration risks, the combination of Dollar Tree and
Family Dollar will create the largest dollar store chain in North
America with compelling industry dynamics, large scale and
opportunities to create synergies and supply chain efficiencies
that could enhance profitability and top line growth", Moody's
Senior Analyst Mickey Chadha stated. "Proforma leverage will be
high but Moody's expect credit metrics to improve significantly
within 18-24 months of closing of the transaction", Chadha further
stated.

Ratings Rationale

The Ba2 Corporate Family Rating anticipates the closing of the
Family Dollar transaction and reflects the combined company's
sizable scale and complementary business models across fixed and
multi-price points. Moody's views the dollar store sector favorably
and expects that it will continue to grow given its low price
points and convenient locations which will continue to resonate
with financially constrained consumers. Dollar Tree stores are
mostly suburban whereas Family Dollar stores are urban and rural
giving the combined company a complementary geographic footprint
with a broad assortment of merchandise. Ratings are also supported
by the company's very good liquidity. The ratings also reflect the
significant execution and integration risks associated with the
acquisition and the considerable challenges associated with
improving the weak operating performance of Family Dollar. Dollar
Tree management has vast experience in the discount retailing space
and has demonstrated its ability to increase profitability and
traffic while growing the overall store base and therefore Moody's
expects that operating performance of the Family Dollar store base
will improve as new management implements strategies to streamline
sourcing and procurement, invest in price and optimize product
offerings to improve traffic. Operating efficiencies and strategic
initiatives to minimize costs are also expected to reduce expenses
and improve cash flow generation of the combined company. Therefore
despite Dollar Tree's credit metrics being weak at closing Moody's
expects them to improve significantly in the near to medium term -
debt/EBITDA and EBITA/interest including lease adjustments is
expected to be below 5.0 times and about 3.0 times respectively
within 18-24 months of closing of the transaction.

The following ratings are assigned:

Corporate Family Rating at Ba2

Probability of Default Rating at Ba2-PD

Proposed $1,250 million senior secured revolving credit facility
maturing 2020 at Ba1 (LGD3)

Proposed $500 million senior secured Term Loan A maturing 2020 at
Ba1 (LGD3)

Proposed $5,200 million senior secured term loan maturing 2022 at
Ba1 (LGD3)

Proposed $2,500 million senior unsecured notes maturing 2023 at Ba3
(LGD5)

Speculative Grade Liquidity Rating at SGL-1

Dollar Tree's stable outlook incorporates Moody's expectation that
the integration of the acquired Family Dollar operations and store
base will be smooth and without any major issues that result in a
negative impact on the operating performance of the combined
entity. The stable outlook also incorporates Moody's expectation
that the company's credit metrics will demonstrate consistent and
sustained improvement through increased EBITDA generation and debt
prepayments.

A ratings upgrade will require sustained positive same store sales
growth, debt/EBITDA approaching 4.0 times, EBITA/interest sustained
above 3.25 times, and very good liquidity.

Ratings could be downgraded if debt/EBITDA is sustained above 4.75
times and EBITA/interest is sustained below 2.5 times. Ratings
could also be downgraded if liquidity deteriorates or if the
integration of the acquired Family Dollar stores does not result in
expected synergies and improvement in overall profitability of the
combined company.

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

Dollar Tree, Inc. operates a total of 5,282 discount retail stores
in the U.S. and Canada. Combined with Family Dollar Stores, Inc.
the company will have about 13,178 stores all across the U.S. and
205 stores in Canada under the Family Dollar, Dollar Tree, Dollar
Tree Canada and Deals banners. Proforma revenues of the combined
companies will be about $18.9 billion.



DOMARK INTERNATIONAL: Tonaquint Reports 9.9% Stake as of Jan. 30
----------------------------------------------------------------
Tonaquint, Inc., and its affiliates disclosed in an amended
Schedule 13G filed with the U.S. Securities and Exchange Commission
that as of Jan. 30, 2015, they beneficially owned 561,937,039
shares of common stock of Domark International Inc. representing
9.99 percent of the shares outstanding.  A full-text copy of the
regulatory filing is available for free at:

                       http://is.gd/LP81LK

                    About Domark International

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

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

The Company said in its quarterly report for the period ended
Nov. 30, 2014, that it has inadequate working capital to maintain
or develop its operations, and is dependent upon funds from private
investors, promissory notes from lenders, and the support of
certain stockholders.  The Company maintained these factors raise
substantial doubt about the ability of the Company to continue as a
going concern.


DOVER DOWNS: Incurs $516,000 Net Loss in Fourth Quarter
-------------------------------------------------------
Dover Downs Gaming & Entertainment, Inc., reported a net loss of
$516,000 on $45.71 million of revenues for the three months ended
Dec. 31, 2014, compared to a net loss of $418,000 on $46.59 million
of revenues for the same period in 2013.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $706,000 on $185.38 million of revenues compared to net earnings
of $13,000 on $197.23 million of revenues during the prior year.

As of Dec. 31, 2014, the Company had $179.81 million in total
assets, $67.46 million in total liabilities and $112.34 million in
total stockholders' equity.

Denis McGlynn, the Company's president and chief executive officer,
stated: "During the year just ended, Dover Downs distributed $92
million to the state, the horsemen and the slot machine vendors.
The share of gaming revenues we were left with was insufficient to
cover all expenses, and as you can see, leaves an otherwise
profitable business with a $706,000 loss for the year.  Clearly,
this demonstrates the irrationality of the current gaming revenue
sharing formula and the need for rebalancing.  We will continue to
make our case for change during the current session of the
legislature which runs through June 30."

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

                       http://is.gd/djeMix

                         About Dover Downs

Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE),
Dover Downs Hotel & Casino(R) is a gaming and entertainment resort
destination in the Mid-Atlantic region.  Gaming operations consist
of approximately 2,500 slots and a full complement of table games
including poker.  The AAA-rated Four Diamond hotel is Delaware's
largest with 500 luxurious rooms/suites and amenities including a
full-service spa/salon, concert hall and 41,500 sq. ft. of multi-
use event space.  Live, world-class harness racing is featured
November through April, and horse racing is simulcast year-round.
Professional football parlay betting is accepted during the
season.  Additional property amenities include multiple
restaurants from fine dining to casual fare, bars/lounges and
retail shops.  Visit http://www.doverdowns.com/   

As reported by the TCR on Oct. 31, 2014, Dover Downs was notified
by the New York Stock Exchange that the average closing price of
our common stock had fallen below $1.00 per share over a period of
30 consecutive trading days, which is the minimum average share
price for continued listing on the NYSE under the NYSE Listed
Company Manual.

KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent accounting firm noted
that the Company's credit facility expires on June 17, 2014, and
at present no agreement has been reached to refinance the debt,
which raises substantial doubt about the Company's ability to
continue as a going concern.

The Company's balance sheet at Sept. 30, 2014, showed $185 million
in total assets, $68.8 million in total liabilities and $116
million of stockholders' equity.


DOWNEY FINANCIAL: Creditors Beat FDIC for $370MM Tax Refund
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that creditors of Downey Financial Corp., whose bank subsidiary
Downey Saving & Loan Association was taken over by regulators in
November 2008, got a $370 million victory at the expense of the
Federal Deposit Insurance Corp. on an issue dividing the federal
courts of appeal.

Downey Financial Corporation and its subsidiaries, including Downey
Savings and Loan, F.A., entered into a Tax Sharing Agreement, which
provided for the filing of consolidated tax returns.  For companies
engaged in this practice, IRS regulations state that any refund is
to be paid to the parent company.  

Before the U.S. Court of Appeals for the Third Circuit is an appeal
whose sole issue is the capacity in which DFC held the tax
refunds.

The Federal Deposit Insurance Corporation, in its capacity as
receiver for Downey Bank, appeals the Bankruptcy Court's grant of
summary judgment in favor of DFC.  The Bankruptcy Court concluded
that the TSA unambiguously established a debtor/creditor
relationship between DFC and its subsidiaries and thereby declared
over $370 million in tax refunds to be part of DFC’s bankruptcy
estate.

The Third Circuit in a Jan. 26, 2015, opinion affirmed.

The appeals case is Cantor v. FDIC, 14-1586. U.S. Court of Appeals
for the Third Circuit (Philadelphia).  A full-text copy of the
Decision is available at http://bankrupt.com/misc/DOWNEY0126.pdf

                   About Downey Financial

Downey Financial Corp. filed a Chapter 7 petition (Bankr. D. Del.
08-13041) on Nov. 25, 2008, after the Office of Thrift Supervision
closed its banking unit Downey Savings & Loan Association, F.A.,
on Nov. 21, 2008, and appointed the FDIC as receiver.  Montague S.
Claybrook serves as the Chapter 7 Trustee, and is represented by
William H. Stassen, Esq., at Fox Rothschild LLP.

As soon as the bank was taken over, the assets of the thrift
subsidiary were purchased by U.S. Bank NA in a transaction
assisted by the FDIC.  The Downey bank failure cost the FDIC
insurance fund $1.4 billion, the agency said at the time.


DRESSER-RAND GROUP: S&P Retains 'BB' CCR on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' corporate
credit and 'B+' subordinated debt ratings on Houston-based
oil-field services equipment-maker Dresser-Rand Group Inc. remain
on CreditWatch with positive implications.  S&P placed the ratings
on CreditWatch on Sept. 23, 2014.

The positive CreditWatch continues to reflect a potential upgrade
of the company's corporate credit rating to 'A+', the same rating
as German engineering company Siemens AG, which plans to acquire
Dresser-Rand. Siemens announced it will likely assume
Dresser-Rand's debt when the transaction closes, which we expect to
occur in mid-2015.

"Dresser-Rand's shareholders have approved the transaction, but it
is still subject to regulatory approval," said Standard & Poor's
credit analyst Christine Besset.

The resolution of the CreditWatch placement will depend on the
successful closing of the transaction as contemplated.



DUPONT PERFORMANCE: Bank Debt Trades at 2% Off
----------------------------------------------
Participations in a syndicated loan under which DuPont Performance
Coatings is a borrower traded in the secondary market at 97.66
cents-on-the-dollar during the week ended Friday, Jan. 30, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.18 percentage points from the previous week, The Journal
relates.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 1, 2020, and
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended Friday
among the 186 loans with five or more bids. All loans listed are
B-term, or sold to institutional investors.


ELEPHANT TALK: Appoints Co-Presidents of Mobile Platform Business
-----------------------------------------------------------------
Elephant Talk Communications Corp. appointed Dr. Armin G. Hessler
and Martin Zuurbier, the current CTO of Elephant Talk, as
co-presidents of its mobile platform business effective on April 1,
2015.  Both will report to Mr. Steven van der Velden, Chairman and
CEO.

Dr. Armin Hessler will join the Company from Vodafone Group Plc.,
where he currently serves as Head of Global Data Center Management
and Service Excellence.  Dr. Hessler has a commercial background of
over 20 years in the telecommunications and IT industries at firms
including Vodafone, Mannesmann AG, AT&T-Unisource and Telefónica
de España.  As co-president of the Elephant Talk mobile platform
business, he will be responsible for Software Development, Business
(Change) Management and Operations.  Martin Zuurbier, who will
continue in his role as CTO, has been instrumental in developing
the Company's virtualized Software DNA 2.0 platform.  He will
assume the added responsibilities for Sales, Innovation &
Technology and Vendor Management.

"I am excited to be working with Martin to advance one of the
world's leading innovators of cloud-based mobile platforms while
capitalizing on the global demand for our solutions.  In a world of
Network Function Virtualization and convergence of IT and networks,
we see a great opportunity to use software virtualization to help
simplify the mobile operator's infrastructure and cost structure,"
stated Mr. Armin Hessler.

Dr. Armin G. Hessler (Germany, 1962) currently holds the position
of Head of Global Data Center Management and Service Excellence at
Vodafone, responsible for Vodafone's global data center strategy
and major global transformation projects.  Prior to this position,
he has held various senior management roles in Vodafone including
Head of Enterprise IT, Strategy & Innovation.  In that role he was
responsible for the information technology of Vodafone's Global
Enterprise business unit and accountable for the operations of all
globally shared services and Vodafone's worldwide office IT.
Additionally, he was Director IT Operations & IT Customer Services
and Director Global Web Enablement at Vodafone.  Before joining
Vodafone, Mr. Hessler served Terenci AG, mobile b2b solutions as
Executive Vice President Marketing & Services; Mannesmann AG as
Director International Projects; AT&T-Unisource NV as Director
Operations.  He also served Telefónica de España (Spain) as
Senior Manager Business Development and was Associate Professor,
University of Technology Aachen, Germany (RWTH).  Armin holds
various university degrees and studied/served at a number of
academic institutions including the University of Technology Aachen
(RWTH), Universidad de Barcelona and as a "Visiting Doctoral
Fellow" at the Wharton School of Business.

Martin Zuurbier said, "With the operational deployment of our
platforms at several MNO operators, we now enter a new phase,
focused on expanded sales and technological innovation.  Along with
Armin's support to help ensure we address the operational
requirements of our partner MNOs and MVNOs, I look forward to
delivering new contracts that will result in more SIMs being
migrated onto our platforms, which will increase the value of our
enterprise."

Mr. Steven van der Velden, chairman and chief executive officer
commented, "I am pleased that Armin will be joining Elephant Talk
and congratulate Martin on his promotion.  Armin has an extensive
and seasoned commercial background in telecommunications and
information technology.  Armin and Martin will help advance our
mobile activities so that we may grow the number of SIMs we manage
not only among our existing client base, but also in new geographic
locations we are currently establishing.  Together, our new
co-Presidents will focus on growing Elephant Talk's core network
platform to further capitalize on the significant global backlog
opportunities for our product portfolio."

On Jan. 23, 2015, Mr. Zuurbier relinquished his role as chief
operational officer of Elephant Talk in connection with his
appointment as co-president.

In conjunction with the above appointments, Floris van den Broek,
vice president of the Company's Mobile Platform Activities,
voluntarily resigned his position with the Company on Jan. 23,
2015.

                       About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk reported a net loss of $22.1 million in 2013, a net
loss of $23.1 million in 2012 and a net loss of $25.3 million in
2011.  As of Sept. 30, 2014, the Company had $40.6 million in
total assets, $18.4 million in total liabilities and $22.2
million in total stockholders' equity.


ENERGY TRANSFER: Bank Debt Trades at 5% Off
-------------------------------------------
Participations in a syndicated loan under which Energy Transfer
Equity LP is a borrower traded in the secondary market at 94.65
cents-on-the-dollar during the week ended Friday, Jan. 30, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease of
0.25 percentage points from the previous week, The Journal relates.
The Company pays 250 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Nov. 15, 2019, and carries
Moody's Ba2 rating and Standard & Poor's BB rating.  The loan is
one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended Friday
among the 186 loans with five or more bids. All loans listed are
B-term, or sold to institutional investors.


EPIC/FREEDOM LLC: Moody's Assigns B3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to Epic/Freedom, LLC. In
addition, Moody's has assigned a B2 (LGD 3) rating Epic Health
Services, Inc.'s proposed $210 million senior secured credit
facilities, comprised of a $25 million revolver and $185 million
first lien term loan. Epic Health Services, Inc. is a wholly owned
subsidiary of Epic/Freedom, LLC (collectively "Epic Health"). The
rating outlook is stable. This is the first time that Moody's has
assigned ratings to Epic Health.

Proceeds of the credit facilities, along with a $45 million senior
secured second lien term loan (unrated) and an equity contribution,
will be used to fund the acquisitions of the pediatric care
division of Loving Care Agency ("LCA") and Pennhurst Holdings, LLC.
("Pennhurst") for a combined purchase price of $107 million,
refinance about $136 million of existing debt and pay transaction
fees and expenses. LCA is a provider of pediatric skilled home
nursing and personal home care services in the U.S. and Pennhurst
is a small autism and behavioral health service provider.

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

Epic /Freedom, LLC:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

Epic Health Services, Inc.:

  First lien senior secured credit facilities at B2(LGD 3)

The rating outlook is stable

Ratings Rationale

The B3 Corporate Family Rating reflects Epic Health's high debt
leverage, small scale and significant geographic concentration.
Furthermore, the rating reflects risks associated with the
company's high exposure to Medicaid reimbursement and ongoing state
budget pressures in many of the regions where the company operates.
The rating also reflects Moody's belief that the company will
continue to pursue an aggressive growth strategy, including
acquisitions, which will limit debt repayment.

However, the rating benefits from the company's leading niche
position in the otherwise fragmented market of pediatric home
health services and favorable long-term growth prospects of the
industry.

The stable rating outlook reflects Moody's expectation that Epic
Health's revenue and EBITDA will increase modestly over the next
12-18 months through organic growth and tuck-in acquisitions. The
stable outlook also reflects Moody's expectation that there will be
no meaningful reduction in reimbursement rates in the near term and
that the company will delever gradually and maintain good
liquidity.

The ratings could be downgraded if there is a contraction in
operating cash flow, such that free cash flow turns negative, or if
the company's liquidity deteriorates materially. Ratings could also
be downgraded if the company fails to successfully integrate LCA or
engages in a large debt-financed acquisition or shareholder
initiative that would lead to significant deterioration in its
credit metrics.

Prior to a positive rating action, Moody's would need to gain
comfort that any adverse impact from changes in the regulatory
environment or state Medicaid programs will be manageable without
materially impairing the company's business operations or cash
flow. In addition, Moody's could consider a rating upgrade if the
company is able to increase its scale, diversify its payor base,
reduce debt/EBITDA below 5.0 times and consistently generate free
cash flow.

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.

Epic Health is a leading provider of pediatric skilled nursing and
therapy services, as well as adult home health services, including
skilled nursing, therapy, personal care, and behavioral health
nursing.



ERF WIRELESS: Issues 46 Million Common Shares
---------------------------------------------
ERF Wireless, Inc., issued 46,297,984 shares of common stock
pursuant to existing Convertible Promissory Notes from January 24
through Jan. 30, 2015, according to a regulatory filing with the
U.S. Securities and Exchange Commission.  The Company receives no
additional compensation at the time of the conversions beyond that
previously received at the time the Convertible Promissory Notes
were originally issued.  The shares were issued at an average of
$0.000628 per share.  The issuance of the shares constitutes
32.845% of the Company's issued and outstanding shares based on
140,960,773 shares issued and outstanding as of Jan. 23, 2015.

                        About ERF Wireless

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum of
customers in primarily underserved, rural and suburban parts of the
United States.

ERF Wireless reported a net loss attributable to the company of
$7.26 million in 2013, a net loss of $4.81 million in 2012, and a
net loss of $3.37 million in 2011.

As of Sept. 30, 2014, the Company had $3.59 million in total
assets, $10.4 million in liabilities, and a $6.84 million
shareholders' deficit.


FCC HOLDINGS: Liquidating Plan Hearing Set for March 18
-------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on Jan. 29, 2015, approved the disclosure
statement explaining FCC Holdings, Inc., et al.'s joint plan of
orderly liquidation and scheduled a confirmation hearing to be held
on March 18, 2015, at 10:00 a.m. (prevailing Eastern Time).

The deadline by which all ballots must be properly executed and
actually received by the voting agent is March 11.  Objections, if
any, to the confirmation of the Plan must be submitted on or before
March 11.

As previously reported by The Troubled Company Reporter, the Plan
embodies a settlement agreement by and between the Debtors, Bank of
Montreal, as agent on behalf of the Lenders, IEC Corporoation,
which purchased some of the Debtors' assets, 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.

The Debtors, on Jan. 28, filed an amended liquidation plan to,
among other things, incorporate the plan confirmation schedule.  In
the First Amended Plan, the Debtors maintain that substantive
consolidation is warranted because prior to the Petition Date, they
operated under consolidated books and records, so that their
crediors regarded them as one legal entity.  Furthermore, the
Debtors state that BMO holds a lien on all of the assets of each of
the Debtors, and the combined remaining assets of all of the
Debtors is substantially less than the amount owed to BMO,
substantive consolidation is warranted in that attempting to
separate the Debtors would be an unnecessary cost to the Debtors'
estates with no corresponding benefit.

A blacklined version of the First Amended Disclosure Statement
dated Jan. 28, 2015, is available at http://is.gd/OSqMXj

                        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.


FIRST NATIONAL: Agrees to Settlement with SEC
---------------------------------------------
First National Community Bancorp, Inc., the parent company of
Dunmore-based First National Community Bank, announced that on Jan.
28, 2015, it had reached an agreement with the U.S. Securities and
Exchange Commission.  The agreement relates to actions which
occurred in 2009 and 2010, and which have since been addressed by
the Company.

"We believe that this agreement in principle with the SEC is an
important and positive step which further moves the Company beyond
a challenging period in its history," said Steven R. Tokach,
president and chief executive officer.  "The Company moved
appropriately to address the issues referred to in the agreement,
and we believe that effective policies and procedures were
instituted and are being maintained."

This agreement comes as the bank continues to successfully execute
its business strategy focused on organic loan generation, core
deposit growth, operating efficiencies, and continued strengthening
of its asset quality.  These efforts have resulted in meaningful
improvement in the Company's financial position and improved
operating results.

As a result of the agreement, the Company has taken a one-time
charge to third quarter 2014 earnings of $175,000.

                       About First National

Headquartered in Dunmore, Pa., First National Community Bancorp,
Inc., is a Pennsylvania corporation, incorporated in 1997 and is
registered as a bank holding company under the Bank Holding
Company Act ("BHCA") of 1956, as amended.  The Company became an
active bank holding company on July 1, 1998, when it acquired
ownership of First National Community Bank (the "Bank").  The Bank
is a wholly-owned subsidiary of the Company.

The Company's primary activity consists of owning and operating
the Bank, which provides customary retail and commercial banking
services to individuals and businesses.  The Bank provides
practically all of the Company's earnings as a result of its
banking services.

First National reported net income of $6.38 million on $32.9
million of total interest income for the year ended Dec. 31, 2013,
as compared with a net loss of $13.7 million on $37.02 million of
total interest income for the year ended Dec. 31, 2012.

                         Regulatory Matters

The Bank is under a Consent Order from the Office of the
Comptroller of the Currency dated Sept. 1, 2010.  The Company is
also subject to a Written Agreement with the Federal Reserve Bank
of Philadelphia dated Nov. 24, 2010.

The Bank, pursuant to a Stipulation and Consent to the Issuance of
a Consent Order dated Sept. 1, 2010, without admitting or denying
any wrongdoing, consented and agreed to the issuance of the Order
by the OCC, the Bank's primary regulator.  The Order requires the
Bank to undertake certain actions within designated timeframes,
and to operate in compliance with the provisions thereof during
its term.  The Order is based on the results of an examination of
the Bank as of March 31, 2009.  Since the examination, management
has engaged in ongoing discussions with the OCC and has taken
steps to improve the condition, policies and procedures of the
Bank.  Compliance with the Order is monitored by a committee of at
least three directors, none of whom is an employee or controlling
shareholder of the Bank or its affiliates or a family member of
any such person.  The Committee is required to submit written
progress reports to the OCC on a monthly basis.  The Committee has
submitted each of the required monthly progress reports with the
OCC.  The members of the Committee are John P. Moses, Joseph
Coccia, Joseph J. Gentile and Thomas J. Melone.


FL 6801: Needs Until March 20 to File Liquidating Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that the former owner of the Canyon Ranch Hotel & Spa in Miami
Beach, Florida, has filed a second motion seeking further extension
of its exclusive plan filing date saying it won't be able to
propose a liquidating Chapter 11 plan until the ex-property manager
files a claim for damages for being ousted and replaced by the
buyer, Z Capital Partners LLC.

According to the report, the Debtor asks the Court to extend its
plan-filing deadline to March 20 and the deadline for the former
manager to file a claim is March 2.

                      About FL 6801 Spirits

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

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

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

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

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

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



FORTESCUE METALS: Bank Debt Trades at 11% Off
---------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 88.73
cents-on-the-dollar during the week ended Friday, Jan. 30, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease of
1.53 percentage points from the previous week, The Journal relates.
The Company pays 325 basis points above LIBOR to borrow under the
facility.  The bank loan matures on June 13, 2019, and carries
Moody's Baa3 rating and Standard & Poor's BBB rating.  The loan is
one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended Friday
among the 186 loans with five or more bids. All loans listed are
B-term, or sold to institutional investors.


GENERIC DRUG: Moody's Lowers Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service downgraded Generic Drug Holdings, Inc.'s
Corporate Family Rating to B3 from B2. At the same time, Moody's
lowered Generic Drug's First Lien Term Loans and Secured Revolver
ratings to B2 from B1. The rating outlook is stable.

Ratings downgraded:

Generic Drug Holdings, Inc.

  Corporate Family Rating to B3 from B2

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

  First Lien Term Loans to B2 from at B1

  Sr. Secured Revolver to B2 from B1

Ratings Rationale

"The rating downgrade reflects Moody's view that Generic Drug will
likely sustain leverage at levels that are consistent with a B3
rating, " said Diana Lee, a Moody's Senior Credit Officer.

The company faces some operating challenges, which will continue to
impede deleveraging following its relatively large dividend recap
in 2013. Debt/EBITDA, which is currently high at around 6.0 times,
will remain above 5.0 times over the next 12 to 18 months.

The B3 Corporate Family Rating reflects the company's extremely
small size and market share in the US drug distribution industry
and its relatively high financial leverage. Generic Drug's small
scale is somewhat offset by its institutional segments, significant
customer and vendor diversity, and a good growth outlook for
generic pharmaceutical use. Operating challenges, particularly in
the institutional segment, have resulted in performance that is
below Moody's expectations, and will limit deleveraging over the
coming year. The drug distribution industry is evolving. It is too
early to assess the impact of the large generic drug purchasing
entities that were formed involving the three largest drug
distributors. In order to improve scale, Moody's believes
management will likely pursue debt-financed acquisitions.

The stable outlook reflects Moody's view that the company will
maintain very high leverage as operating performance, which has
declined, stabilizes. Even if EBITDA shows some improvement,
leverage is not expected to materially decline as Generic Drug is
likely to consider acquisitions to increase its scale. The ratings
could be downgraded if debt/EBITDA is sustained above 6.5 times due
to acquisitions or dividends, or if operating performance weakens.
Additionally, if liquidity weakens due to higher working capital
needs, the ratings could be downgraded. If Generic Drug
demonstrates better operating performance, coupled with a
commitment to deleverage such that Moody's believes debt/EBITDA
will be sustained at or below 5.0 times, the ratings could be
upgraded.

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

Headquartered in Livonia, Michigan, Generic Drug Holdings, Inc.
through its subsidiary, The Harvard Drug Group, L.L.C., is a
distributor of branded and generic pharmaceutical products,
over-the-counter products, respiratory medicines and compounding
supplies. The company has been privately-owned by Court Square
Capital Partners since an April 2010 buy-out transaction. For the
last twelve months ended September 30, 2014, the company reported
net revenues of approximately $478 million.



GETTY IMAGES: Bank Debt Trades at 9% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc is
a borrower traded in the secondary market at 90.3
cents-on-the-dollar during the week ended Friday, Jan. 30, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease of
1.08 percentage points from the previous week, The Journal relates.
The Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 14, 2019, and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended Friday among the 186
loans with five or more bids. All loans listed are B-term, or sold
to institutional investors.


GGW BRANDS: Trustee Goes After Former Lawyer
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that GGW Brands' trustee, R. Todd Neilson, filed a lawsuit against
a lawyer named Aaron Aftergood, saying the attorney's work on civil
and criminal matters "solely benefited" the company's founder, Joe
Francis.

According to the report, Mr. Nelson wants to recover all $912,250
in fees that Mr. Aftergood allegedly was paid by GGW from October
2011 to October 2012.  Mr. Nelson called the payments "classic
fraudulent transfers" because they didn't benefit GGW, the report
related.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

GGW Marketing, LLC, another affiliate, filed a voluntary Chapter
11 petition on May 22, 2013, before the Bankruptcy Court for the
Central District of California (Los Angeles). The case is assigned
Case No. 13-23452.  Martin R. Barash, Esq., and Matthew Heyn,
Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP, in Los Angeles,
California, represent GGW Marketing.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.  He is
represented by David M Stern, Esq., Jonathan Mark Weiss, Esq., and
Robert J Pfister, Esq., at Klee Tuchin Bogdonaff and Stern LLP.

In April 2014, the Chapter 11 Trustee sold the "Girls Gone Wild"
video franchise and its assets for $1.83 million.  An auction set
earlier that month was canceled because there were no bids to
compete with the so-called stalking horse, who isn't affiliated
with founder Joe Francis.


GIGA-TRONICS INC: Incurs $67,000 Net Income in Dec. 27 Quarter
--------------------------------------------------------------
Giga-tronics Incorporated filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net income of $67,000 on $4.51 million of net sales for the three
months ended Dec. 27, 2014, compared with a net loss of $718,000 on
$3.42 million of net sales for the same period in the prior year.

The Company's balance sheet at Dec. 27, 2014, showed $8.31 million
in total assets, $7.02 million in total liabilities and total
stockholders' equity of $1.28 million.

The Company incurred a net loss of $283,000 for the first nine
months of fiscal 2015 and $3.74 million for the fiscal year ended
March 29, 2014.  These losses contributed to an accumulated deficit
of $18.5 million as of Dec. 27, 2014.

In the first nine months of fiscal 2015 and all of fiscal 2014 the
Company invested heavily in the development of a new Giga-tronics
Division product platform, the Advanced Signal Generation System.
The Company anticipates long-term revenue growth and improved gross
margins from the new product platform, but the delay in completing
it contributed significantly to the losses of the Company.  The
Advanced Signal Generation System's initial customer deliveries
occurred in the second and third quarters of fiscal 2015, and are
approaching final customer acceptance.  Additional delays in
shipping volume quantities, or longer than anticipated sales
cycles, could significantly contribute to additional losses.

To help fund operations, the Company relies on advances under the
line of credit with Silicon Valley Bank.  However the Bank may
terminate or suspend advances under the line of credit if the Bank
determines there has been a material adverse change in the
Company's general affairs, financial forecasts or general ability
to repay.  As of Dec. 27, 2014, borrowings under the line of credit
were $1.6 million.

These matters, along with recurring losses in prior years, raise
substantial doubt as to the ability of the Company to continue as a
going concern.

A copy of the Form 10-Q is available at:
                              
                       http://is.gd/ITdBvh
                          
Giga-tronics is a publicly held company, traded on the NASDAQ
Capital Market under the symbol "GIGA".  Giga-tronics produces
instruments, subsystems and sophisticated microwave components
that have broad applications in defense electronics, aeronautics
and wireless telecommunications.

The Company reported a net income of $93,000 on $5.11 million of
net sales for the three months ended Sept. 27, 2014, compared with

a net loss of $1.08 million on $3.95 million of net sales for the
three months ended Sept. 28, 2013.

The Company's balance sheet at Sept. 27, 2014, showed $8.48 million

in total assets, $7.49 million in total liabilities, and total
stockholders' equity of $983,000.


HANOVER INSURANCE: S&P Raises Subordinated Debt Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
long-term counterparty credit rating on The Hanover Insurance Group
Inc. and its insurance operating subsidiaries (collectively The
Hanover) to 'A' from 'A-'.  At the same time S&P raised the senior
debt rating to 'BBB' from 'BBB-' and the subordinated debt rating
to 'BB+' from 'BB'.  The outlook is stable.

"The upgrade is based on our belief that management will continue
its efforts to diversify the company's geographic concentration and
product offering to further improve its risk position and
earnings," said Standard & Poor's credit analyst David Veno.  Key
to management's efforts have been the global footprint Chaucer (its
Lloyd's syndicate) provides and the westward expansion in the U.S.
Currently, approximately 26% of The Hanover's net premiums written
(NPW) represent international business, with 45% from U.S.
commercial lines and 29% from U.S. personal lines.  S&P expects NPW
to grow in the single digits in 2015.

Within the U.S., the company's geographic footprint has also become
more diverse because of its specialty line of business and the
company's expansion westward.  Currently, the historical top-four
states--Michigan, Massachusetts, New York, and New Jersey--account
for 34% of the group's total NPW, down from 49% in 2010.
Approximately 19% of U.S. direct premiums written comes from states
west of the Mississippi River.  S&P believes management's ongoing
efforts to reduce catastrophe exposure in certain catastrophe-prone
areas in the U.S. will help improve underwriting performance.  S&P
expects the company to generate a combined ratio of 96%-98%,
including roughly five points of catastrophe losses.

The stable outlook reflects S&P's view that The Hanover will
continue generating strong operating income as it benefits from
geographic and product diversification and lower risk concentration
in natural catastrophe-prone areas.  The rating also reflect S&P's
view that capital adequacy will remain redundant at the very strong
level.

S&P may lower the ratings if The Hanover's operating performance
deteriorates below peers' or if its capital position falls below
'AA'.  S&P could also consider a downgrade if its fixed-charge
coverage decreases and it believes it will remain below its
tolerance level of 4.0x for 24 months.

S&P is unlikely to raise the rating in the next two years.  Any
upgrade would depend on a sustainable material competitive
advantage relative to peers.



HEALTHWAREHOUSE.COM: Mark Scott Reports 11.4% Stake as of Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Mark Douglas Scott and Cormag Holdings, Ltd.,
disclosed that as of Dec. 31, 2014, they beneficially owned
4,434,902 shares of common stock of HealthWarehouse.com, Inc.,
representing 11.4 percent of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/NpLn40

                      About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

Marcum 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 significant losses and needs to raise additional funds to
meet its obligations and sustain its operations.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern, the auditors said.

Healthwarehouse.com Inc. reported a net loss attributable to
common stockholders of $7.30 million following a net loss
attributable to common stockholders of $6.26 million during the
prior year.

The Company's balance sheet at Sept. 30, 2014, showed
$2.19 million in total assets, $5.83 million in total liabilities,
and a $3.64 million in total stockholders' deficiency.

                        Bankruptcy Warning

"The Company recognizes it will need to raise additional capital
in order to meet its payment obligations... and execute its
business plan.  There is no assurance that additional financing
will be available when needed or that management will be able to
obtain financing on terms acceptable to the Company and whether
the Company will become profitable and generate positive operating
cash flow.  If the Company is unable to raise sufficient
additional funds, it will have to develop and implement a plan to
further extend payables, attempt to extend note repayments,
attempt to negotiate the preferred stock redemption and reduce
overhead until sufficient additional capital is raised to support
further operations.  There can be no assurance that such a plan
will be successful.  If the Company is unable to obtain financing
on a timely basis, the Company could be forced to sell its assets,
discontinue its operation and /or seek reorganization under the
U.S. bankruptcy code," the Company stated in the Report.


HERCULES OFFSHORE: BlackRock Reports 5.9% Stake as of Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
Dec. 31, 2014, it beneficially owned 9,537,465 shares of common
stock of Hercules Offshore, Inc., representing 5.9 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/re0WNm

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $68.1 million in 2013, a net loss
of $127 million in 2012 and a net loss of $76.1 million in 2011.
As of Sept. 30, 2014, the Company had $2.19 billion in total
assets, $1.42 billion in total liabilities and $767 million in
stockholders' equity.

                           *     *     *

The Troubled Company Reporter reported on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to 'B2' from 'B3'.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Dec. 30, 2014, S&P lowered its corporate
credit rating on Hercules Offshore Inc. to 'B-' from 'B'.  The
downgrade reflects S&P's estimate for increased leverage as
a result of lower day-rates and utilization for the company's
offshore rigs, both in the company's Domestic Offshore and
International Offshore segments.  S&P's estimates of lower
utilization and day-rates are a result of S&P's expectation of
decreased offshore drilling given lower oil prices.  S&P now
expects FFO to debt to be below 12% and debt to EBITDA to exceed 5x
in 2015.


HERON LAKE: Auditors Remove "Going Concern" Qualification
---------------------------------------------------------
Heron Lake BioEnergy, LLC, filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $24.3 million on $149 million of revenues for the fiscal
year ended Oct. 31, 2014, compared to net income of $2.26 million
on $164 million of revenues for the fiscal year ended Oct. 31,
2013.

As of Oct. 31, 2014, Heron Lake had $66.1 million in total assets,
$10.2 million in liabilities and $55.9 million in total members'
equity.

Boulay PLLP, in Minneapolis, Minnesota, did not include a "going
concern" qualification in its consolidated financial statements for
the year ended Oct. 31, 2014.  Boulay previously expressed
substantial doubt about the Company's ability to continue as a
going concern in its report on the financial statements for the
year ended Oct. 31, 2013, citing that the Company has incurred
losses due to difficult market conditions and had lower levels of
working capital than was desired.

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

                        http://is.gd/SdXvV8

                          About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

                            *    *    *

This concludes the Troubled Company Reporter's coverage of Heron
Lake BioEnergy until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.



HIPCRICKET INC: Sale Procedure Hearing Set for Feb. 11
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that Hipcricket Inc., a provider of software for advertising over
mobile devices, has a Feb. 11 hearing on the approval of the
procedures governing the sale of substantially all of its assets.

As previously reported by The Troubled Company Reporter, the Debtor
proposes to sell its assets to SITO Mobile, Ltd., for $5 million,
subject to higher and better offers at an auction.

SITO Mobile has signed a deal to purchase most of the assets for a
total consideration of (i) an amount equal to the sum of (a)
$4.50 million in cash, plus (b) an amount equal to cure amounts up
to the cure cap of $500,000, plus (c) amounts approved by the
Bankruptcy Court with respect to the KEIP up to $255,000, less (ii)
the sum (a) the Assumed DIP Obligations plus (b) the amount of cure
amounts that are require to be paid in excess of the cure cap up to
a maximum of $50,000.

The Debtor requested that the Court schedule the sale hearing no
later than Feb. 27, 2015.  The Debtor proposed that objections, if
any, to the sale motion be filed on or before 4:00 p.m. on
Feb. 20, 2015 (Eastern Time).

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

                         About Hipcricket

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

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

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

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



HOKULNI SQUARE: Ch. 7 Trustee Fees Not Based on Credit Bidding
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that the U.S. Court of Appeals for the Ninth Circuit ruled that
when a Chapter 7 trustee sells property to a secured creditor
making a so-called credit bid, the trustee's fee isn't calculated
based on the debt used to purchase the property.

According to the report, writing for the three-judge Ninth Circuit,
Circuit Judge Alex Kozinski focused on the language of the
governing statute, Section 326(a) of the Bankruptcy Code, which
says a trustee's fees are measured by a percentage of "all moneys
disbursed or turned over."  Judge Kozinski said the words retain
their ordinary meaning and that the only thing turned over in the
Chapter 7 case was real property.

The case is Tamm v. UST v. United States Trustee (In re Hokulni
Square Inc.), 10-1468, U.S. Ninth Circuit Court of Appeals (San
Francisco).


HORIZON LINES: Pioneer Global Owns 24.5% of Class A Shares
----------------------------------------------------------
Pioneer Global Asset Management S.p.A reported in an amended
Schedule 13G filed with the U.S. Securities and Exchange Commission
that as of Dec. 31, 2014, it beneficially owned 9,761,932 shares of
Class A common stock of Horizon Lines representing 24.5 percent of
the shares outstanding.  Pioneer Investment Management, Inc., also
owned 9,451,377 Class A shares as of that date.  A copy of the
regulatory filing is available for free at http://is.gd/K8XysM

                       About Horizon Lines

Horizon Lines, Inc., is a domestic ocean shipping company and the
only ocean cargo carrier serving all three noncontiguous domestic
markets of Alaska, Hawaii and Puerto Rico from the continental
United States.  The company owns a fleet of 13 fully Jones Act
qualified vessels and operates five port terminals in Alaska,
Hawaii and Puerto Rico.  A trusted partner for many of the
nation's leading retailers, manufacturers and U.S. government
agencies, Horizon Lines provides reliable transportation services
that leverage its unique combination of ocean transportation and
inland distribution capabilities to deliver goods that are vital
to the prosperity of the markets it serves.  The company is based
in Charlotte, NC, and its stock trades on the over-the-counter
market under the symbol HRZL.

For the year ended Dec. 22, 2013, the Company reported a net loss
of $31.9 million following a net loss of $94.7 million for the
year ended Dec. 23, 2012.

The Company's balance sheet at Sept. 21, 2014, showed $628 million
in total assets, $690.5 million in total liabilities, and a
$62.2 million total stockholders' deficit.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines'
Corporate Family Rating and Probability of Default Rating at 'Caa2'
and removed the 'LD' ("Limited Default") designation from the
rating in recognition of the conversion to equity of the $228
million of Series A and Series B Convertible Senior Secured notes
due in October 2017 ("Notes").

Moody's said the affirmation of the CFR and PDR considers that
total debt has been reduced by the conversion of the Notes, but
also recognizes the significant operating challenges that the
company continues to face.


IBCS MINING: Cash Collateral Hearing Set for March 23
-----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia will
continue the 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 whether to allow IBCS Mining
Inc. and its debtor-affiliates to use cash collateral of Branch
Banking and Trust Company pursuant to a budget.

Terms           Summary
-----           -------
Use of Cash      The Debtors are authorized to use Cash Collateral

Collateral       on an interim basis pending a final determination

                 by the Court upon the terms and conditions set
                 forth in the Interim Order and in accordance with

                 the Budget from the Petition Date through and
                 including the earlier of:

                 a) the date of the final hearing on the Debtors'
                    use of the Cash Collateral; or

                 b) termination of the Interim Order following
                    issuance of a Termination Notice.

Adequate         BB&T is entitled to adequate protection of its
Protection
                 interest in the Cash Collateral.  The following
                 adequate protection will be provided:

                 a) As security for and solely to the extent of
                    any diminution in the value of the Pre-
                    Petition Date Collateral from and after the
                    Petition Date, calculated in accordance with
                    section 506(a) of the Bankruptcy Code, BB&T
                    will have senior priority replacement liens
                    upon assets and property of the Debtors on
                    which BB&T had liens prior to the Petition
                    Date.

                 b) The Replacement Liens are and will be valid,
                    perfected, enforceable, and effective as of
                    the Petition Date without any further action
                    of the Debtors or BB&T and without the
                    necessity of the execution, filing, or
                    recording of any financing statements,
                    security agreements, mortgages, or other
                    documents, or of obtaining control agreements
                    over bank accounts.

                 c) BB&T will receive adequate protection
                    payments as provided in the Budget.

                 d) Furthermore, the Debtors will continue to
                    operate their business, and in doing so, will
                    preserve the value of the Debtors' estates.

The Debtors said they require cash on hand and cash flow from their
operations to fund working capital and liquidity needs.  In
addition, the Debtors require cash on hand to fund these Chapter 11
cases while seeking to reorganize their businesses.  Post Petition
Date use of the cash collateral is necessary in order for the
Debtors to preserve sufficient liquidity to maintain ongoing
day-to-day operations and fund their working capital needs.

According the Debtors, if they are unable to use cash collateral,
they will be forced to cease operations.  This will not only cause
harm to them, but will also cause harm to all creditors and
parties-in-interest.  The Debtors noted they intend to use the
revenues from the sale of certain of the Pre-Petition Date
collateral to fund a plan or plans of reorganization.

The Debtors assured the Court that the adequate protection is
sufficient to protect any diminution in value of BB&T's interests
and is fair and reasonable.  BB&T will be adequately protected and,
as a result, will not be prejudiced in any way by the use of cash
collateral, the Debtor added.

                  Objections to Cash Collateral

BB&T, Virginia Electric and Power Company, and Wells Fargo Bank
Northwest N.A. separately objected to the Debtors' use of cash
collateral because the adequate protection fails to meet the
standards set forth in the Bankruptcy Code.  BB&T said the Debtors
have offered no form of protection to it to compensate for the use
of the bond disbursement.  The bond disbursement is a finite asset
and to the extent it is used, BB&T's collateral position is
correspondingly diminished.

BB&T retained as counsel:

  Peter M. Pearl, Esq.
  Spilman Thomas & Battle, PLLC
  P. O. Box 90
  Roanoke, Virginia 24002
  Tel: (540) 512-1832
  Fax: (540) 342-4480
  Email: ppearl@spilmanlaw.com

Virginia Electric retained as counsel:

  Aaron G. McCollough, Esq.
  McGUIREWOODS LLP
  77 West Wacker Drive, Suite 4100
  Chicago, IL 60601-1818
  Tel: (312) 849-8256
  Fax: (312) 849-3690
  E-mail: amccollough@mcguirewoods.com

  - and -

  Whitney R. Travis, Esq.
  McGUIREWOODS LLP
  One James Center
  901 East Cary Street
  Richmond, VA 23219-4030
  Tel: (804) 775-1000
  Fax: (804) 775-1061
  E-mail: wtravis@mcguirewoods.com

Well Fargo retained as counsel:

  Bruce H. Matson, Esq.
  Christopher L. Perkins, Esq.
  LeClairRyan, A Professional Corporation
  Riverfront Plaza, East Tower
  951 East Byrd Street
  Richmond, Virginia 23219
  Tel: (804) 783-7550
  Email: bruce.matson@leclairryan.com
         christopher.perkins@leclairryan.com
  - and -

  Jay Jaffe, Esq.
  Faegre Baker Daniels LLP
  600 East 96th Street, Suite 600
  Indianapolis, Indiana 46240
  Tel: (317) 569-9600
  Email: jay.jaffe@faegreBD.com

A full-text copy of the cash collateral budget is available for
free at http://is.gd/Ls0bcc

                        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: Joint Chapter 11 Plan to be Funded Separately
----------------------------------------------------------
IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division,
submitted to the U.S. Bankruptcy Court a Joint Plan of
Reorganization and an explanatory Disclosure Statement dated
Jan. 23, 2015.

According to the Disclosure Statement, the Joint Plan for each
Debtor is separately funded.  The Plan for IBCS will be funded
through distributions from IBCS KY to Holders of Interests in IBCS
KY Class 5.  The Plan of Reorganization for IBCS KY will be funded
by cash proceeds from ongoing operations.

All general working capital requirements of the Reorganized
Debtors on and after the Effective Date will be funded with cash
receipts.

Under the Plan, the Debtors will treat claims as, among other
things:

    * The claim in IBCS KY 2 Class 2 (Mullins Secured Claim) will
be paid through monthly payments.

    * IBCS KY Class 3 (BB&T Secured Claim) will be paid through
monthly payments.  Payments to IBCS KY Class 3 will only commence
after IBCS KY Class 2 Claims are paid in full.

    * IBCS KY Class (General Unsecured Claims 4) will be paid
through monthly payments.  Payments to IBCS KY Class 4 Claims will
only commence after IBCS KY Class 2 Claims and IBCS KY Class 3
Claims are paid in full.

    * IBCS KY Class 5 (Interests) will be paid through monthly
payments.  Payments to holders of interests in IBCS KY Class 5 will
only commence after IBCS KY Class 2 Claims, IBCS KY Class 3 Claims,
and IBCS KY Class 4 Claims are paid in full.

IBCS Class 2 (Secured Claims) will be paid through distributions by
IBCS KY to IBCS KY Class 5 Claims.  Payments to IBCS Class 2
Claims will only commence after IBCS Class 1 Claims are paid
in full.

IBCS Class 3 (General Unsecured Claims) will be paid through
distributions by IBCS KY to IBCS KY Class 5 Claims.  Payments to
IBCS Class 3 Claims will only commence after IBCS Class 1 Claims
and IBCS Class 2 Claims are paid in full.

Holder of IBCS Class 4 (Interests) will receive no distribution
under the Plan on account of the interests.  On the Effective Date,
all Interests in IBCS KY will be cancelled and discharged and will
be of no further force and effect, whether surrendered for
cancellation or otherwise.

Copies of the Disclosure Statement and Plan are available for free
at

               http://bankrupt.com/misc/IBCS_DS.pdf
               http://bankrupt.com/misc/IBCS_PLAN.pdf

                        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.



ILLINOIS INSTITUTE: Fitch Raises Rating on $189MM Bonds to 'BB'
---------------------------------------------------------------
Fitch Ratings has upgraded the rating on Illinois Institute of
Technology's (IIT) $189 million of outstanding revenue bonds issued
by the Illinois Finance Authority to 'BB' from 'BB-'.

The Rating Outlook is Stable.

SECURITY

A note secures IIT's obligations under a loan agreement with the
authority.  The university's obligation pursuant to the note is a
general obligation.  The authority issued the bonds and loaned the
proceeds to IIT.

The authority pledges and assigns its interest and rights in the
IIT loan agreement and note to the trustee.  IIT makes payments
directly to the trustee in an amount sufficient for debt service.

A cash-funded debt service reserve provides additional bondholder
security.

KEY RATING DRIVERS

IMPROVED FINANCIAL POSITION: Recent improvement in IIT's structural
balance and liquidity position drive the rating upgrade.  Operating
margins turned slightly negative in fiscal 2014, after two years of
more favorable results.  However, continued tuition revenue growth
and a lessening reliance on endowment fund draws are indicative of
a strengthened financial position.  Improved available funds ratios
compare favorably to similarly-rated institutions.

MANAGEABLE DEBT BURDEN: Stronger financial operations have enabled
IIT to produce pro forma maximum annual debt service (MADS)
coverage averaging 1.6x over the past three fiscal years, including
1.3x in fiscal 2014.  Moreover, its debt burden remains manageable,
with MADS consuming a moderate 6.1% of fiscal 2014 unrestricted
operating revenues.

IMPROVING FINANCIAL CUSHION: Improved operations and favorable
investment returns have benefitted IIT's available funds ratios.
Available funds equaled 25.7% and 32.8% of fiscal 2014 unrestricted
operating expenses and total long-term debt, respectively.  Both
ratios, while still weak, are more than 3x improved since fiscal
2012.

MIXED STUDENT DEMAND: Overall stable enrollment is composed of
healthy undergraduate growth and declining graduate trends,
particularly law, which Fitch notes is consistent with national
trends.  Freshman retention ratios are strong.

RATING SENSITIVITIES

SUSTAINED OPERATING IMPROVEMENT: Sustained improvement in IIT's
operating performance, evidenced by positive operating margins
driven by enrollment growth, could lead to additional positive
rating action.  Continued improvements in liquidity metrics would
provide positive momentum.

STRUCTURAL IMBALANCE: A trend of negative operating margins, or a
return to outsized reliance on endowment fund draws, could lead to
negative rating action.

CREDIT PROFILE

IIT is a private, technical engineering institute established in
1940.  The university operates five campuses in the Chicago
metropolitan area with its main campus located four miles south of
downtown Chicago.

IIT's board of trustees unanimously appointed Mr. Alan Cramb, the
current provost and senior vice president for academic affairs, as
president effective Aug. 1, 2015.  The board noted Mr. Cramb's
contributions to IIT's increased undergraduate enrollment growth
and improved financial position in making the selection.

In a positive indication of its improved operating position, the
university has met its financial responsibility standards pursuant
to the U.S. Department of Education's (USDE) Student Financial
Assistance programs.  IIT had been on provisional status with the
USDE, as of Fitch's prior rating in February 2014.  IIT has met
USDE financial thresholds in three of the past four years,
including in fiscal 2014.

IMPROVING FINANCIAL OPERATIONS

IIT's operating position shows continued improvements.  Operating
margins have averaged breakeven since fiscal 2012, including a
slight negative turn in fiscal 2014 to -1.5%.  This follows six
consecutive years of negative margins from fiscal 2006-2011.
Moreover, excess endowment fund draws above its stated policy
averaging more than $15 million annually during the prior period
were more than one-third higher than the most recent three-year
average.  In effect, IIT has produced more stable operating results
since fiscal 2012 while returning to its customary 5% endowment
fund spending policy.

Management's multi-year financial turnaround plan focusing on
various revenue enhancement and cost containment initiatives drives
recent operating stability.  Average annual operating revenue
growth (5.2%) has outpaced operating expenses (2.3%) since fiscal
2010.  Similar to many other private institutions, IIT's largest
revenue source is student-generated revenue (60.2% of fiscal 2014
operating revenues), although grant and contract revenues provide
significantly more revenue diversity than comparably-rated
institutions.

Interim fiscal 2015 operating results through November 2014 ($22.1
million, net of depreciation expense), are ahead of the same period
the prior year ($21.1 million), suggesting another year of near
breakeven results.  Consistently positive operating results would
underscore the university's improved financial position.

OVERALL FLAT ENROLLMENT

Flat overall enrollment trends since fiscal 2010 potentially limit
the rate of improvement in IIT's operating margin.  Total
enrollment increased by 3.3% during the period to 7,318.  More
broad, steady enrollment gains could ultimately contribute to
stronger operating margins.

Healthy undergraduate growth totaling 13.5% since fiscal 2010 to
3,004 offsets slightly negative overall graduate enrollment
(-2.8%), largely driven by a declining number of law school
students that is consistent with national trends.  IIT's law
students represent approximately 11% of the total.

Incoming student admissions examination scores compare favorably
with state and national averages.  Average ACT scores (28) are
seven points above the national average.  Additionally, high
freshman retention ratios averaging 92% since fiscal 2010 show
little variation.

IMPROVING FINANCIAL CUSHION

Available funds provide IIT with a modest financial cushion.
However, related ratios have improved greatly since fiscal 2012 and
now compare favorably with similarly-rated institutions.  The
ratios of available funds to unrestricted operating expenses and
long-term debt have improved to 25.7% and 32.8%, respectively, from
6.2% and 7.1% in the two-year period.  Of note, IIT does not budget
to cover depreciation and any significant capital needs could cause
greater year-to-year volatility in available funds ratios, to the
extent the university cash funds related projects.

IIT's $250 million fundraising campaign is on target, according to
management.  The university has raised approximately $180 million
of the goal, approximately two-thirds of which has been collected.
A portion of campaign proceeds are expected to augment IIT's
endowment, as well as fund certain capital projects.

MANAGEABLE DEBT BURDEN

IIT's direct debt burden remains manageable.  MADS of approximately
$16.2 million (fiscal 2024) consumes a moderate 6.1% of fiscal 2014
unrestricted operating revenues, down from 7.2% in fiscal 2010.
Annual debt service and MADS coverage ratios softened in fiscal
2014 to 1.24x and 1.29x, respectively, from an average of more than
2x and 1.65x annually the prior three years. However, available
funds ratios continued to improve, as noted.

IIT's research affiliate, IITRI, has a $10.4 million private
placement with a local bank.  The obligation is non-recourse to the
university.  However, the debt is reported in IIT's consolidated
audit and included in Fitch's ratios.

A non-recourse student housing obligation is an additional
consideration of Fitch's analysis, though not directly incorporated
into IIT's debt ratios.  Available funds ratios would fall to 29.1%
from 32.8% of total long-term debt, including the obligation ($27
million).

IIT services the facility and commits to leasing unoccupied beds
sufficient for the related entity to produce 1.0x debt service
coverage.  However, IIT has not had to lease any beds since fiscal
2007, which provides some comfort.  In addition, related debt
service coverage ratios are near 5x, per management.  An LOC
currently through March 31, 2016 secures the obligation.

IIT's lack of additional financing plans should help maintain a
manageable debt burden.  However, management is contemplating
renovating two unoccupied buildings for future use, contingent upon
undergraduate enrollment growth.  The facilities could add 400-450
beds to the approximately 1,800 existing.  The structure of any
such obligation will influence how Fitch evaluates IIT's debt
ratios in future rating reviews.



IMAGEWARE SYSTEMS: Offering $12MM Convertible Preferred Stock
-------------------------------------------------------------
ImageWare Systems, Inc., has agreed to issue 12,000 shares of its
Series E Convertible Preferred Stock to certain investors at a
price of $1,000 per share, with each share convertible into 526.32
shares of its Common Stock at $1.90 per share.  Approximately 2,000
shares will be issued in consideration for the exchange by
ImageWare's largest shareholder and a director of certain
indebtedness of ImageWare totaling approximately $2 million.  The
offering is anticipated to close on or before Feb. 4, 2015, and
result in gross proceeds to ImageWare of approximately $10 million.
The shares were offered in a registered direct offering conducted
without an underwriter or placement agent.  The net proceeds from
the closings, after deducting estimated offering expenses, will be
approximately $9.925 million.

ImageWare currently intends to use the proceeds from the offering
for research and development, working capital, repayment of certain
indebtedness and other general corporate purposes.  Upon
consummation of the offering, ImageWare will have no debt.

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

Imageware Systems incurred a net loss of $9.84 million in 2013, a
net loss of $10.2 million in 2012 and a net loss of $3.18 million
in 2011.

As of Sept. 30, 2014, the Company had $5.67 million in total
assets, $4.51 million in total liabilities and $1.15 million in
total shareholders' equity.


IMH FINANCIAL: Restructures its Corporate Debt
----------------------------------------------
IMH Financial Corporation has restructured its corporate debt which
will significantly enhance the Company's financial position.  On
Jan. 23, 2015, Calmwater Capital 3, LLC, provided new debt
instruments to IMHFC in the aggregate principal amount of $78.8
million for the purposes of refinancing the Company's $36 million
senior secured loan with NWRA Ventures I, LLC, and a $24.8 million
loan with First Credit Bank to two of the Company's affiliates, as
well as to provide working capital for certain development
activities and operational costs.

"This new debt structure is a crucial step towards the future
success of the company," said Lawrence D. Bain, Chairman and CEO of
IMHFC.  "This represents the completion of the payoff on the New
World financing of 2011.  The refinancing will materially reduce
our interest expenses, as well as provide the capital required to
fund the balance of our equity commitment of $11.8 million for our
new construction in Apple Valley, Minnesota.  This refinancing
closes another chapter of the IMH legacy matters and helps to
position IMH for future growth."

The general terms of the respective loans are as follows

(i) The first loan is a $50 million non-recourse loan secured by
     first liens on the Company's two operating hotel properties
     located in Sedona, Arizona.  L'Auberge de Sedona is a AAA
     Four Diamond luxury inn and spa with an extraordinary and
     unique location along the banks of on Oak Creek in Sedona,
     Arizona.  L'Auberge is considered to be one of the most
     beautiful hotels in the world, and has received countless
     awards and accolades from hospitality organizations and
     media.  The Orchards Inn is an adjacent hotel with stunning
     views of Sedona's world famous red rocks, located within   
     steps of shopping and activities.  The Sedona Loan requires
     interest-only payments beginning on March 1, 2015, with a
     rate of 6.75% per annum plus the greater of (a) LIBOR or (b)
     0.50% per annum.  The Sedona Loan has a maturity date of
     Feb. 1, 2018, with an option to extend for two 12-month
     periods.  The Sedona Loan is subject to a non-recourse carve-
     out guaranty by the Company which also includes a guarantee
     of completion of certain capital improvements at the
     Company's hotel properties.  The Company is permitted to make

     optional prepayments at any time, subject to a yield
     maintenance prepayment fee if the prepayment is made prior to

     Feb. 1, 2016, and a .50% prepayment premium if paid prior to
     Feb. 1, 2017, and other conditions set forth in the loan   
     agreement.

(ii) The second loan is a $24.4 million non-recourse loan secured
     by first liens on certain IMHFC real estate assets as well as

     pledges of interests held by Company affiliates.  Asset Loan
     1 requires interest-only payments beginning on March 1, 2015,

     with an interest rate of 8.5% per annum plus the greater of
    (a) LIBOR or (b) 0.50% per annum. Asset Loan 1 has a maturity
     date of Feb. 1, 2017, with an option to extend for one
     12-month period.  Asset Loan 1 is subject to a non-recourse
     carve-out guaranty by the Company which also includes a
     guarantee of completion of certain entitlement work related
     to a certain IMFC real estate asset. The Company is permitted

     to make optional prepayments at any time, subject to a
     variable yield maintenance prepayment premium if the
     prepayment is made prior to Nov. 1, 2015, and other
     conditions.

(iii) The third loan is a $4.4 million non-recourse loan secured
      by first liens on certain IMHFC real estate assets as well
      as pledges of interests held by Company affiliates.  Asset
      Loan 2 requires interest-only payments beginning on March 1,

      2015, with an interest rate of 8.5% per annum plus the
      greater of (a) LIBOR or (b) 0.50% per annum.  Asset Loan 2
      has a maturity date of Feb. 1, 2017, with an option to
      extend for one 12-month period.  Asset Loan 2 is subject to
      a non-recourse carve-out guaranty by the Company which also
      includes a guarantee of the completion of construction and
      entitlement work related to certain IMHFC real estate
      assets.  The Company is permitted to make optional
      prepayments at any time, subject to a variable yield
      maintenance prepayment premium if the prepayment is made
      prior to Nov. 1, 2015, and other conditions.

                        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.


INERGETICS INC: Israelian Reports 9.9% Stake as of Dec. 31
----------------------------------------------------------
John Israelian and Seahorse Enterprises LLC disclosed in an amended
Schedule 13G filed with the U.S. Securities and Exchange Commission
that as of Dec. 31, 2014, they beneficially owned
16,309,527 shares of common stock of Inergetics, Inc., representing
9.99 percent of the shares outstanding.  A copy of the regulatory
filing is available at http://is.gd/ez3mZl

                        About Inergetics Inc.

Paramus, N.J.-based Inergetics, Inc., formerly Millennium
Biotechnologies Group, Inc., is a holding company for its
subsidiary Millennium Biotechnologies, Inc.  Millennium is a
research based bio-nutraceutical corporation involved in the field
of nutritional science.  Millennium's principal source of revenue
is from sales of its nutraceutical supplements, Resurgex Select(R)
and Resurgex Essential(TM) and Resurgex Essential Plus(TM) which
serve as a nutritional support for immuno-compromised individuals
undergoing medical treatment for chronic debilitating diseases.
Millennium has developed Surgex for the sport nutritional market.
The Company's efforts going forward will focus on sales of Surgex
in powder, bar and ready to drink forms.

Inergetics reported a net loss applicable to common shareholders
of $5.74 million in 2013 following a net loss applicable to common
shareholders of $5.45 million in 2012.

As of Sept. 30, 2014, the Company had $2.16 million in total
assets, $15.8 million in total liabilities, $8.95 million in
preferred stock, and a $22.6 million total stockholders' deficit.


ITUS CORP: Incurs $9.6 Million Net Loss in Fiscal 2014
------------------------------------------------------
Itus Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$9.60 million on $3.66 million of total revenue for the year ended

Oct. 31, 2014, compared to a net loss of $10.08 million on $388,850
of total revenue for the year ended Oct. 31, 2013.

The Company previously reported a net loss of $4.25 million for the
year ended Oct. 31, 2012, and a net loss of $7.37 million for the
year ended Oct. 31, 2011.

As of Oct. 31, 2014, the Company had $9.05 million in total assets,
$5.04 million in total liabilities and $4 million in total
shareholders' equity.

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

                        http://is.gd/j5yik5

                      About ITUS Corporation

ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion.  The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.

CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.


IZEA INC: Austin Marxe No Longer a Shareholder as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Austin W. Marxe, David M. Greenhouse and Adam
C. Stettner disclosed that as of Dec. 31, 2014, they ceased to
beneficially own any shares of common stock of Izea Inc.  The
reporting persons previously held 21,714,288 common shares of Izea
Inc. representing 19.99 percent equity stake at Feb. 28, 2014.  A
copy of the regulatory filing is available at http://is.gd/FZyJEd

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., considers itself the
world leader in social media sponsorships ("SMS"), a rapidly
growing segment within social media where a company compensates a
social media publisher to share sponsored content within their
social network.  The Company accomplishes this by operating
multiple marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

IZEA reported a net loss of $3.32 million on $6.62 million
of revenue for the 12 months ended Dec. 31, 2013, as compared with
a net loss of $4.67 million on $4.95 million of revenue during
2012, and a net loss of $3.98 million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $10.8
million in total assets, $7.80 million in total liabilities and
$2.99 million in total stockholders' equity.


IZEA INC: AWM Investment Reports 20% Stake as of Dec. 31
--------------------------------------------------------
AWM Investment Company, Inc., disclosed in an amended Schedule 13G
filed with the U.S. Securities and Exchange Commission that as of
Dec. 31, 2014, it beneficially owned 21,714,288 shares of common
stock of Izea Inc. representing 19.99 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/yKnBr6

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., considers itself the
world leader in social media sponsorships ("SMS"), a rapidly
growing segment within social media where a company compensates a
social media publisher to share sponsored content within their
social network.  The Company accomplishes this by operating
multiple marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

IZEA reported a net loss of $3.32 million on $6.62 million
of revenue for the 12 months ended Dec. 31, 2013, as compared with
a net loss of $4.67 million on $4.95 million of revenue during
2012, and a net loss of $3.98 million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $10.8
million in total assets, $7.80 million in total liabilities and
$2.99 million in total stockholders' equity.


IZEA INC: Extends COO's Employment Until 2017
---------------------------------------------
IZEA, Inc., on Jan. 25, 2015, entered into an amended and restated
executive employment agreement with Ryan S. Schram to serve as the
Company's chief operating officer through Dec. 31, 2017, subject to
renewal, in consideration for an annual base salary of $240,000
(representing a $10,000 increase from his original employment
agreement), according to a regulatory filing with the U.S.
Securities and Exchange Commission.  

Mr. Schram will also be eligible to receive an annual bonus in the
form of cash and stock options based on meeting certain key
performance indicators set forth in his amended employment
agreement, as well as an annual override cash bonus based on the
Company's gross revenue and annual stock option grants.  If Mr.
Schram is terminated for any reason other than death, disability or
cause, or if he resigns for good reason (as those terms are defined
in his amended employment agreement), Mr. Schram will be entitled
to severance of six months' current salary and bonus and override
bonus as in effect on the date of termination.  A change of
control, under which Mr. Schram fails to retain his
responsibilities, will be deemed to constitute good reason under
his amended employment agreement.

Meanwhile, on Jan. 23, 2015, the Company filed a Certificate of
Withdrawal of Certificate of Designation to eliminate the
authorization of its series A convertible preferred stock, which
shares had been fully converted and are no longer outstanding.  As
a result of the filing, those previously authorized shares of
series A preferred stock return to being authorized, unissued and
undesignated shares of preferred stock.

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., considers itself the
world leader in social media sponsorships ("SMS"), a rapidly
growing segment within social media where a company compensates a
social media publisher to share sponsored content within their
social network.  The Company accomplishes this by operating
multiple marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

IZEA reported a net loss of $3.32 million on $6.62 million
of revenue for the 12 months ended Dec. 31, 2013, as compared with
a net loss of $4.67 million on $4.95 million of revenue during
2012, and a net loss of $3.98 million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $10.8
million in total assets, $7.80 million in total liabilities and
$2.99 million in total stockholders' equity.


IZEA INC: To Acquire Ebyline
----------------------------
IZEA, Inc., has signed a definitive agreement to acquire Ebyline,
Inc., in a stock purchase.  Ebyline is the premier marketplace for
the creation of high-quality content for publishers and brands. The
acquisition expands IZEA's services by offering clients a content
marketing solution for the production of blog posts, photos, videos
and infographics independent of social media distribution.

Based in Los Angeles, California, Ebyline operates an online
marketplace that enables publishers to access a network of more
than 12,000 content creators ranging from writers to illustrators
in 73 countries.  The Ebyline network includes more than 2,000
fully vetted journalism professionals with backgrounds at media
outlets including The New York Times, The Wall Street Journal,
Wired and ESPN.  This network will augment IZEA's own network of
more than 250,000 influential social media creators ranging from
celebrities and athletes to mommy bloggers and YouTube stars.

Venerable media organizations such as Tribune, Forbes and The
Associated Press use Ebyline to manage their entire customer
content creation processes - from creator selection through
electronic payment.  Ebyline was backed by The E.W. Scripps
Company, which owns an expanding portfolio of digital and
traditional media brands.

In addition to publishers, Ebyline customers include brands such as
Microsoft, Levi's and Allstate that use its custom-branded content
for their owned and operated sites as well as for third-party
content marketing and native advertising.  Ebyline has been used by
publishers and brands to manage more than 200,000 content
projects.

"Content marketing is a $44 billion industry and one that we
already play a roll in via our Sponsored Social offering.  The
acquisition of Ebyline enables us to create an entirely new revenue
stream by matching journalism-level content creators with brands
and publishers, outside of social media distribution," said Ted
Murphy, CEO of IZEA.  "We can now partner with our brand clients to
generate content for their own blogs, social posts and native
advertising campaigns.  In addition, this acquisition opens up
partnership opportunities with Ebyline's existing publishing and
media partners to join the IZEA Exchange and monetize their social
feeds."

IZEA and Ebyline will immediately begin a phased integration of
their respective product offerings, teams, creator communities and
other assets.  IZEA will transition Ebyline's patent pending
technology and workflow into the IZEA Exchange throughout 2015.
Ebyline Co-founders Bill Momary and Allen Narcisse will assume
executive positions on the IZEA Leadership Team.  The company now
employs over 100 full time members in five locations.

Earlier this week IZEA pre-announced 40% year over year organic
bookings growth for the fourth quarter ended Dec. 31, 2014.  IZEA
booked a record $2.7 million during the quarter.  The combined
entity is expected to achieve bookings growth in excess of 175% in
2015, reaching $25 million or more by year end.

"The IZEA acquisition enhances our ability to connect publishers
and brands with content creators at scale," said Bill Momary,
Co-founder and chief executive officer of Ebyline Inc.  "Together,
we offer the highest-quality content creation with distribution to
an aggregate 2.6 billion fans and followers via social media
channels such as Facebook, Twitter, YouTube and Instagram."

Under the Stock Purchase Agreement, IZEA agreed to acquire all of
the issued and outstanding shares of capital stock of Ebyline, for
an aggregate purchase price consisting of:

   (a) a cash payment in the amount of $1,200,000 at closing;
  
   (b) such number of shares of IZEA's common stock valued at
       $250,000 (determined based on the 30-trading day trailing
       average closing price per share prior to the payment date)
       six months after the closing;

   (c) two annual payments totaling $1,900,000, payable (at IZEA's
       option) in a combination of cash and shares of IZEA's
       common stock (determined based on the 30-day trailing
       average closing price per share prior to the respective
       payment date), in two equal installments of $950,000 on the
       first and second anniversaries of the closing date
      (subject, however, to proportional reduction in the event
       Ebyline's final 2014 revenue is below $8,000,000); and

   (d) performance payments of up to $5,600,000, or $1,800,000 for
       each of fiscal year 2015, 2016 and 2017, based upon Ebyline

       achieving targeted "content-only revenue" amounts of
       $17,000,000 in 2015, $27,000,000 in 2016 and $32,000,000 in
       2017 (with proportional payment adjustments if at least 90%
       of such amounts are met), and subject to the continued
       employment by IZEA of one of William Momary Jr., Ebyline's
       Chief Executive Officer, and Allen Narcisse, Ebyline's
       Chief Financial Officer, payable (at IZEA's option) in a
       combination of cash and shares of IZEA's common stock
      (determined based on the 30-day trailing average closing
       price per share prior to the respective payment date).

A full-text copy of the Stock Purchase Agreement is available at:

                        http://is.gd/KTY2ZE

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., considers itself the
world leader in social media sponsorships ("SMS"), a rapidly
growing segment within social media where a company compensates a
social media publisher to share sponsored content within their
social network.  The Company accomplishes this by operating
multiple marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

IZEA reported a net loss of $3.32 million on $6.62 million
of revenue for the 12 months ended Dec. 31, 2013, as compared with
a net loss of $4.67 million on $4.95 million of revenue during
2012, and a net loss of $3.98 million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $10.8
million in total assets, $7.80 million in total liabilities and
$2.99 million in total stockholders' equity.


JB VEGA: Ch. 11 Case Dismissed; Refiling Barred for 6 Months
------------------------------------------------------------
U.S. Bankruptcy Judge Craig A. Gargotta dismissed the Chapter 11
case of debtor JB Vega Corporation, and barred the Debtor from
filing bankruptcy under any chapter of the bankruptcy code for six
months from Jan. 23, 2015.

The U.S. Internal Revenue Service requested for the dismissal of
the Debtor's case on Jan. 13, 2015.  The motion was joined by Bexar
County; Adam C. Cortez; and McFadin Family Limited Partnership.

As reported in the Troubled Company Reporter on Jan. 19, 2015, the
IRS, in its motion, stated that the Debtor is a "sham entity," and
is the nominee or alter ego of Dr. Robert Beck, who is the true
owner of the Borgfield property, a ranch, which is the only asset
of the Debtor.

According to the IRS, Dr. Beck owes it more than $3.9 million in
federal income, employment, and unemployment tax reduced to
judgment in August 2014.  The IRS notes that the Debtor has no
income and no bank accounts.

The IRS alleged that the Debtor filed its Chapter 11 case in "bad
faith" in violation of an injunction, to thwart the Government's
attempt to collect Dr. Beck's $3.9 million federal income and
employment tax debt.  The IRS sought to dismiss the case with
Section 1112(b) of the Bankruptcy Code for cause, to preclude the
Debtor and any related party from filing any other bankruptcy.

In a separate filing, the IRS asked the Bankruptcy Court to lift
the automatic stay to permit it to enforce a judgment and order of
Chief U.S. District Judge Fred Biery in Ana DeBeck v. U.S. v. Dr.
Robert Beck; No. 11-cv-45-FB, U.S. District Court, Western District
of Texas; (2) force the sale of the only asset of the Debtor that
was ordered to be sold by Judge Biery to pay the United States the
$3.9 million income, employment, and unemployment tax debt of Beck;
(3) collect Beck's federal tax debt reduced to judgment by Judge
Biery in the District Court Case; and (4) enforce the rulings of
Chief U.S. Bankruptcy Judge in In re: Dr. Robert L. Beck, DMD, MD.,
Debtor, Case No. 14-50654-RBK-13, U.S. Bankruptcy Court, Western
District of Texas.

                     About JB Vega Corporation

JB Vega Corporation filed a Chapter 11 bankruptcy petition (Bank.
W.D. Tex. Case No. 15-50123) on Jan. 8, 2015.  Carl Miller signed
the petition as secretary and director.  The Debtor estimated
assets of $10 million to $50 million and liabilities of $1 million
to $10 million.  Lorenzo W. Tijerina, Esq., at Law Office of
Lorenzo W. Tijerina, serves as the Debtor's counsel.  Judge Craig
A. Gargotta presides over the case.



JEFFREY PROSSER: Faulty Bribery Allegations Lead to Sanctions
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that the U.S. Court of Appeals for the Third Circuit reinstated a
six-figure sanction against lawyers for a bankrupt individual for
taking a "relatively unremarkable event" and making allegations
about a vast bribery scheme.

According to the report, a Chapter 7 trustee sued to bar a bankrupt
person's discharge.  Lawyers for the bankrupt filed multiple papers
and press releases saying there was a vast bribery scheme because
the trustee was paying attorney fees for a witness in the discharge
trial, the report related.

The bankruptcy judge ruled there was no misconduct and assessed
$137,000 in sanctions against the bankrupt’s lawyers for
vexatiously multiplying litigation under Section 1927 of the
Judiciary Code, the report said.  The district court set aside the
sanctions, but U.S. Circuit Judge Patty Schwartz in Philadelphia
reinstated them on Jan. 26, saying the district court "substituted
its view of the facts, rather than reviewing whether the bankruptcy
court's factual findings were unsupported," the report added.

The case is Prosser v. Gerber (In re Prosser), 14-1633, U.S. Court
of Appeals for the Third Circuit (Philadelphia).


KCG HOLDINGS: Moody's Affirms 'B1' CFR & Senior Secured Rating
--------------------------------------------------------------
Moody's affirmed the B1 Corporate Family Rating, the B1 senior
secured rating, and maintained its positive outlook of KCG
Holdings, Inc. following the announcement of the sale of its
HotSpot foreign exchange execution venue for $365 million in cash
consideration and up to $70 million in future tax benefits to BATS
Global Markets Inc.  The sale is expected to close in the second
quarter of 2015.

Ratings Rationale

Moody's views the sale as credit-neutral to KCG and this drove the
rating affirmation. The cash proceeds of the sale will increase
KCG's overall financial flexibility and boost its tangible common
equity; however KCG will lose an incremental source of earnings
diversification, leaving the firm more reliant on its market-making
businesses.

The potential for upgrade (as reflected by the positive outlook)
depends on two principal factors. The first factor is KCG's ability
to adapt and diversify its business model, either organically or
through acquisitions, to weather periods of tepid trading volumes
and low market volatility while maintaining the competitiveness of
its trading technology. The second factor is management's financial
policy regarding the priority of shareholder distributions and use
of leverage, including the deployment of the Hotspot proceeds.

KCG is a US-based brokerage firm that engages in electronic trading
and market-making and operates various trade execution venues.

The principal methodology used in these ratings was Global
Securities Industry Methodology published in May 2013.



KEMET CORP: BlackRock Reports 6.3% Stake as of Dec. 31
------------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of Dec. 31,
2014, it beneficially owned 2,856,289 shares of common stock of
KEMET Corp. representing 6.3 percent of the shares outstanding.  A
full-text copy of the regulatory filing is available at
http://is.gd/0uOzpn

                           About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

Kemet Corp's balance sheet at Sept. 30, 2014, showed $817 million
in total assets, $602 million in liabilities and $215 million in
stockholders' equity.

                          *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1'
from 'B2' and the Probability of Default Rating to 'Caa1-PD' from
'B2- PD' based on Moody's expectation that KEMET's liquidity will
be pressured by maturing liabilities and negative free cash flow
due to the interest burden and continued operating losses at the
Film and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on KEMET to 'B-' from
'B+'.  "The downgrade is based on continued top-line and margin
pressures and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.

The TCR reported in August 2014 that S&P revised its outlook on
KEMET to 'stable' from 'negative'.  S&P affirmed the ratings,
including the 'B-' corporate credit rating.


KEMET CORP: Reports $2.9 Million Net Income for Fiscal Q3
---------------------------------------------------------
KEMET Corporation reported net income of $2.91 million on $201.3
million of net sales for the quarter ended Dec. 31, 2014, compared
with a net loss of $5.82 million on $207.3 million of net sales for
the same period in 2013.

As of Dec. 31, 2014, the Company had $800 million in assets, $584
million in liabilities and $216 million in total stockholders'
equity.

"We believe that this quarter was exceptional in many respects.
Despite currency headwinds and inventory adjustments by our
distribution partners we delivered increased overall operating
margins that enabled us to post solid bottom line financial
performance for the quarter," stated Per Loof, KEMET's chief
executive officer.  "We will remain focused on continuing to
improve parts of the business that have not yet met our performance
standards while at the same time preserving our improvements in
supply chain integration and cost improvements to continue to
deliver increased shareholder value," continued Loof.

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

                      http://is.gd/7Ez6hE

                         About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

                          *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1'
from 'B2' and the Probability of Default Rating to 'Caa1-PD' from
'B2- PD' based on Moody's expectation that KEMET's liquidity will
be pressured by maturing liabilities and negative free cash flow
due to the interest burden and continued operating losses at the
Film and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on KEMET to 'B-' from
'B+'.  "The downgrade is based on continued top-line and margin
pressures and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.

The TCR reported in August 2014 that S&P revised its outlook on
KEMET to 'stable' from 'negative'.  S&P affirmed the ratings,
including the 'B-' corporate credit rating.


KEMET CORP: Tocqueville Reports 8.8% Stake as of Dec. 31
--------------------------------------------------------
Tocqueville Asset Management L.P. disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that as of Dec.
31, 2014, it beneficially owned 4,014,700 shares of common stock of
KEMET Corp. representing 8.84 percent of the shares outstanding.  A
copy of the regulatory filing is available at http://is.gd/oTIGEt

                            About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

Kemet Corp's balance sheet at Sept. 30, 2014, showed $817 million
in total assets, $602 million in liabilities and $215 million in
stockholders' equity.

                          *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1'
from 'B2' and the Probability of Default Rating to 'Caa1-PD' from
'B2- PD' based on Moody's expectation that KEMET's liquidity will
be pressured by maturing liabilities and negative free cash flow
due to the interest burden and continued operating losses at the
Film and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on KEMET to 'B-' from
'B+'.  "The downgrade is based on continued top-line and margin
pressures and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.

The TCR reported in August 2014 that S&P revised its outlook on
KEMET to 'stable' from 'negative'.  S&P affirmed the ratings,
including the 'B-' corporate credit rating.


KIOR INC: Feb. 19 Hearing on MDA' Bid for Conversion/Dismissal
--------------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on Feb. 19, 2015,
at 10:00 a.m., to consider Mississippi Development Authority's
motion to convert the Chapter 11 case of Kior, Inc., to one under
Chapter 7 of the Bankruptcy Code, or dismiss the case.

As reported in the TCR on Jan. 16, 2015, the Debtor, and the
companies led by its lender, Vinod Khosla, are asking the Court to
deny the Authority's motion.

The Debtor avers that the sole motivation of the state of
Mississippi, through the MDA, is to destroy any going concern value
for the Debtor by terminating the employment of more than 70 people
in Houston, Texas, destroying valuable business relationships and
transactions, and forcing the abandonment of promising bio-fuel,
alternative energy technology that can deliver real hydrocarbon
transportation fuels from cellulosic feedstock.

The Authority, Kior's largest unsecured creditor, says the case
should be either converted or dismissed on ground that the company
has no revenues, huge past and ongoing losses, relatively few
tangible assets, technology that doesn't work, and no viable
business or business plan.

Meanwhile, the Khosla Parties have asked a judge in Lowndes County
Chancery Court to appoint a receiver for Kior's Columbus plant,
which isn't in bankruptcy, saying that a receiver is needed to
protect the interests of all creditors and that the plant can't pay
the $271,872 in property taxes due Feb. 1, the Associated Press
reported.  The Khosla Parties also accused the MDA of scaring off a
potential buyer

                          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.



KIOR INC: Gets Final Approval to Incur $15M DIP Financing
---------------------------------------------------------
The Bankruptcy Court entered a final order authorizing Kior, Inc.
to obtain postpetition financing in an aggregate principal amount
not to exceed $15,000,000 from Pasadena Investments, LLC; and use
cash collateral.

Pasadena Investments, as administrative agent for a consortium of
lenders consented to the relief until termination event which
includes, among other things, failure to timely comply with any of
the transaction process milestones:

   -- March 17, 2015 deadline for entry of the confirmation order;

   -- March 31, 2015 deadline for the effective date of a chapter
11 plan.

The Court also overruled the objections filed against the motion.

The DIP Loan accrues interest at 7.50%.  The DIP facility will
mature in six months.

As of the Petition Date, the following amounts are outstanding
under the Debtor's prepetition loan obligations:

   -- approximately $16,273,500 in principal under the Prepetition
      First Lien Obligations;

   -- approximately $95,700,000 under the 2013 Second Lien
      Obligations;

   -- approximately $10,400,000 under the 2014 Second Lien Note
      Documents; and

   -- approximately $115,000,000 under the Prepetition Third Lien
      Obligations.

                          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.



KIOR INC: Gets Final Loan, Plan Outline Hearing Set for Feb. 12
---------------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reported
that Kior Inc. received final authority to obtain $15 million in
secured postpetition loan and will come back in court on Feb. 12
for the approval of the disclosure statement explaining its
reorganization plan.

According to the report, the Mississippi Development Authority,
which is Kior's chief opponent so far, has arranged a hearing for
Feb. 19 to seek permission to sue secured lenders.  The state will
also seek dismissal of the reorganization or conversion to
liquidation in Chapter 7, the report related.

                          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.


LEHMAN BROTHERS: Trustee Seeks to Disburse Another $2.2-Bil.
------------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that James W. Giddens, the official winding down Lehman Brothers
Holdings Inc.'s brokerage business, said he plans to return another
$2.2 billion in cash to former employees and other creditors, more
than six years after the investment bank's collapse.

According to the report, combined with the $3.7 billion Mr. Giddens
has already paid, the brokerage's creditors will have recovered
about 27 cents on the dollar.

                      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.


LEVEL 3: Signs $500 Million Indenture with Bank of New York
-----------------------------------------------------------
Level 3 Communications, Inc., and its wholly owned subsidiary,
Level 3 Financing, Inc., entered into an indenture with The Bank of
New York Mellon Trust Company, N.A., as trustee, in connection with
Level 3 Financing's issuance of $500,000,000 aggregate principal
amount of its 5.625% Senior Notes due 2023.  The net proceeds from
the offering of the 5.625% Senior Notes, together with cash on
hand, will be used to redeem all of Level 3 Financing's
approximately $500 million outstanding aggregate principal amount
of 9.375% Senior Notes due 2019, including accrued interest,
applicable premiums and expenses.

The 5.625% Senior Notes are senior unsecured obligations of Level 3
Financing, ranking equal in right of payment with all other senior
unsecured obligations of Level 3 Financing.  Level 3 has guaranteed
the 5.625% Senior Notes on an unsecured basis.  The 5.625% Senior
Notes will mature on Feb. 1, 2023.  Interest on the 5.625% Senior
Notes will be payable on June 15 and Dec. 15 of each year,
beginning on June 15, 2015.

The 5.625% Senior Notes will be subject to redemption at the option
of Level 3 Financing, in whole or in part, at any time or from time
to time, upon not less than 30 nor more than 60 days' prior notice,
(i) prior to Feb. 1, 2018, at 100% of the principal amount of
5.625% Senior Notes so redeemed plus (A) the applicable make-whole
premium set forth in the Indenture, as of the redemption date and
(B) accrued and unpaid interest thereon (if any) up to, but not
including, the redemption date, and (ii) on and after Feb. 1, 2018,
at the redemption prices set forth below (expressed as a percentage
of principal amount), plus accrued and unpaid interest thereon (if
any) up to, but not including the redemption date.  The redemption
price for the 5.625% Senior Notes if redeemed during the twelve
months beginning (i) Feb. 1, 2018, is 102.8125%, (ii) Feb. 1, 2019
is 101.4063% and (iii) Feb. 1, 2020, and thereafter is 100.0000%.

At any time or from time to time on or prior to Feb. 1, 2018, Level
3 Financing may redeem up to 40% of the original aggregate
principal amount of the 5.625% Senior Notes at a redemption price
equal to 105.6250% of the principal amount of the 5.625% Senior
Notes so redeemed, plus accrued and unpaid interest thereon (if
any) up to, but not including the redemption date, with the net
cash proceeds contributed to the capital of Level 3 Financing from
one or more private placements of Level 3 to persons other than
affiliates of Level 3 or underwritten public offerings of common
stock of Level 3 resulting, in each case, in gross proceeds of at
least $100 million in the aggregate.  However, at least 60% of the
original aggregate principal amount of the 5.625% Senior Notes must
remain outstanding immediately after giving effect to such
redemption.  Any such redemption will be made within 90 days
following that private placement or public offering upon not less
than 30 nor more than 60 days' prior notice.

The offering of the 5.625% Senior Notes was not registered under
the Securities Act of 1933, as amended, and the 5.625% Senior Notes
may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.  The
5.625% Senior Notes were sold to "qualified institutional buyers"
as defined in Rule 144A under the Securities Act of 1933, as
amended, and non-U.S. persons outside the United States under
Regulation S under the Securities Act of 1933, as amended.

On Jan. 29, 2015, Level 3, Level 3 Financing and the initial
purchasers of the 5.625% Senior Notes entered into a registration
rights agreement regarding the 5.625% Senior Notes pursuant to
which Level 3 and Level 3 Financing agreed, among other things, to
file an exchange offer registration statement with the Securities
and Exchange Commission.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012, and a net loss of $756 million in
2011.  As of Sept. 30, 2014, the Company had $14.0 billion in
total assets, $12.3 billion in total liabilities and $1.64
billion in stockholders' equity.

                           *     *     *

In June 2014, Fitch Ratings upgraded the Issuer Default Rating
(IDR) assigned to Level 3 Communications, Inc. (LVLT) and its
wholly owned subsidiary Level 3 Financing, Inc. (Level 3
Financing) to 'B+' from 'B'.

"The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF," Fitch
stated.

In June 2013, Standard & Poor's Ratings Services raised its
corporate credit rating on Level 3 to 'B' from 'B-'.  "The upgrade
reflects improved debt leverage, initially from the acquisition of
the lower-leveraged Global Crossing in October 2011, and
subsequently from realization of the bulk of what the company
expects to eventually be $300 million of annual operating
synergies," said Standard & Poor's credit analyst Richard
Siderman.

As reported by the TCR on Oct. 31, 2014, Moody's Investors Service
upgraded Level 3's corporate family rating (CFR) to 'B2' from
'B3'.

Level 3's B2 CFR is based on the company's ability to generate
relatively modest free cash flow of between $250 million and $300
million in 2016 and, inclusive of debt which is presumed to be
converted to equity in 2015, to de-lever by approximately 0.5x to
4.8x (Moody's adjusted) by the end of 2016.


LORILLARD INC: Shareholders Approve Combination with Reynold
------------------------------------------------------------
Lorillard, Inc., announced that at a special meeting of
shareholders held on Jan. 28, 2015, the Company's shareholders
voted overwhelmingly to approve the proposal regarding Lorillard's
combination with Reynolds American Inc.  The final results indicate
that more than 98% of the shares voting at the special meeting
voted in favor of the proposal, representing approximately 80% of
all outstanding shares.

"I want to thank our shareholders for their continued support of
this transaction, which will not only deliver significant value to
Lorillard shareholders, but will also benefit our customers,
consumers and employees," said Murray Kessler, Lorillard's
chairman, president and chief executive officer.

As previously announced on July 15, 2014, Lorillard's Board of
Directors approved a definitive agreement with RAI in which
Lorillard shareholders will receive, for each Lorillard share,
$50.50 in cash and 0.2909 of a share in RAI at closing.  The
transaction remains subject to regulatory approval and the
additional customary closing conditions contained in the merger
agreement.  Although no assurance can be given if and when the
transaction will be completed because it remains subject to
regulatory approval and other customary closing conditions, the
transaction is expected to close in the first half of 2015.

                          About Lorillard

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

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


MABLETON LLC: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mableton, LLC
        101 A Smithfield Drive
        Rincon, GA 31326

Case No.: 15-40124

Chapter 11 Petition Date: January 29, 2015

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: H. Lehman Franklin, Jr., Esq.
                  H. LEHMAN FRANKLIN, PC
                  P. O. Box 1064
                  Statesboro, GA 30459
                  Tel: 912-764-9616
                  Fax: 912-764-8789
                  Email: hlfpcbankruptcy@hotmail.com

Total Assets: $1.66 million

Total Liabilities: $3.47 million

The petition was signed by Edward A. Coleman, member.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/gasb15-40124.pdf


MAGNESIUM CORP: Rennert to Testify in Bankruptcy Trial
------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
billionaire Ira Rennert is slated to take the witness stand next
week in federal court in Manhattan, summoned by a bankruptcy
trustee who's seeking as much as $600 million for creditors of
Magnesium Corp., a failed magnesium mining operation.

According to the report, Mr. Rennert will face questioning before a
jury about his involvement in transactions that drained more than
$100 million out of an allegedly ailing business, MagCorp, which
landed in bankruptcy in 2001.

Magnesium Corporation of America, a unit of Renco Group Inc., was
the largest single producer of magnesium in the United States.  The
Company filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
01-14312) on Aug. 2, 2001.  The Debtors sold substantially all of
their assets to U.S. Magnesium, LLC, in a Sec. 363 asset sale
transaction.  Judge Robert Gerber ordered the case converted to a
chapter 7 liquidation on Sept. 24, 2003.  When the Company filed
for Chapter 11 protection from its creditors, it listed debts and
assets of more than $100 million.


MAJESCO ENTERTAINMENT: EisnerAmper Expresses Going Concern Doubt
----------------------------------------------------------------
Majesco Entertainment Company filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended Oct. 31, 2014.

EisnerAmper LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
suffered losses.

The Company reported a net loss of $16.2 million on $34.4 million
of net revenues for the fiscal year ended Oct. 31, 2014, compared
with a net loss of $12.6 million on $47.3 million of net revenues
in the prior year.

The Company's balance sheet at Oct. 31, 2014, showed $11.5 million
in total assets, $5.9 million in total liabilities and total
stockholders' equity of $5.55 million.

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

                       http://is.gd/SmtdWy

Majesco Entertainment Co. -- http://www.majescoentertainment.com/
-- is a provider of video games for the mass market.  Building on
20 years of operating history, Majesco is focused on developing
and publishing a wide range of casual and family oriented video
games on leading console and portable systems.  Product
highlights include Cooking Mama TM and Cake Mania(R)2 for
Nintendo DS TM and Cooking Mama World Kitchen and Jillian
Michaels' Fitness Ultimatum 2009 for Wii TM Majesco's shares are
traded on the Nasdaq Stock Market under the symbol: COOL.
Majesco is headquartered in Edison, NJ and has an international
office in Bristol, UK.

The Company reported a net loss of $2.73 million on $2.91 million
of net revenues for the three months ended July 31, 2014, compared

with a net loss of $3.64 million on $3.99 million of net revenues
for the same period last year.

The Company's balance sheet at July 31, 2014, showed $18.08 million
in total assets, $7.82 million in total liabilities and
stockholders' equity of $10.3 million.



MARION ENERGY: Hires Riviera-Ensley as Brokers & Sales Consultants
------------------------------------------------------------------
Marion Energy Inc. seeks permission from the U.S. Bankruptcy Court
for the District of Utah to employ Riviera-Ensley Energy Advisors
as brokers and sales consultants.

In the Engagement Agreement, the Debtor grants Riviera-Ensley an
exclusive right to market and sell the Debtor's Clear Creek Field
and associated assets.  In connection with and as part of the
marketing and sales process, Riviera-Ensley will:

   (a) at the request of Marion, secure confidentiality agreements

       From all potential purchasers of the Property prior to
       sending them marketing materials. Riviera-Ensley will
       screen prospective buyers to ensure their capability and
       resources to close;

   (b) provide its advisory and consulting expertise in preparing
       marketing materials.  Riviera-Ensley will distribute the
       marketing materials to qualified prospective
       buyers/investors and will conduct an online data room;

   (c) administer questions from purchasers, and prepare and
       coordinate consistent responses;

   (d) provide its advisory and consulting expertise in confirming

       and reviewing offers;

   (e) assist in the negotiation of final agreements; and

   (f) assist in the preparation of necessary documents and
       exhibits to effect a sale transaction, including purchase
       and sale agreement, assignments, transfer orders, letters-
       in-lieu, consents, notices and other required documents.

Subject to this Court's approval, the Debtor will pay
Riviera-Ensley a fee of 2.5% of the consideration for the sale of
the Property, provided that

     (i) Riviera-Ensley makes a Viable Sale Determination on or
before March 2, 2015, and

    (ii) a sale of the Property for consideration in excess of $40
million is closed on or before June 1, 2015.  

In the alternative, if Castlelake, L.P. and TCS II Funding
Solutions, LLC -- together, "TCS" -- purchases the Property by
credit bid in accordance with the terms of the Stipulation (either
following a No Viable Sale Determination by Riviera-Ensley or if
the Property is otherwise not sold to a third party for
consideration in excess of $40 million on or before June 1, 2015),
then TCS will pay Riviera-Ensley a flat fee of $350,000 for its
Services -- "Minimum Fee" -- in lieu of the 2.5% Sale Fee described
above.

In addition to the Sale Fee or the Minimum Fee, the Engagement
Agreement provides for Riviera-Ensley to be reimbursed for its
costs associated with the Services provided.  TCS advanced $10,000
to Riviera-Ensley with respect to such costs at the time the
parties entered into the Engagement Agreement.  Additional
reasonable and customary out of pocket expenses for travel and
incidentals in excess of the $10,000 advanced by TCS will be paid
by TCS within 30 days of submittal of an expense invoice to it,
with all such amounts paid by TCS added to its DIP financing of the
Debtor.

Art Ensley, managing director of Riviera-Ensley Energy Advisors,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Riviera-Ensley can be reached at:

       Art Ensley
       RIVIERA-ENSLEY ENERGY ADVISORS
       550 Post Oak Blvd, Suite 540
       Houston, TX 77027
       Tel: (713) 622-7332
       E-mail: art@rivieraensley.com

                       About Marion Energy

Marion Energy Inc. is a Texas corporation engaged in exploration
and production of natural gas in the State of Utah.  Marion's core
operation is a producing gas field located in Carbon and Emery
Counties, Utah (the "Clear Creek Field").  The company also holds
smaller, currently unproductive acreage positions in the Helper
and Roan Cliffs area near Helper, Utah (the "Helper Field").

Its parent is Australia-based Marion Energy Limited (ASX:MAE).
Marion Energy Limited -- http://www.marionenergy.com.au/-- is   
principally engaged in investment in oil and gas projects and the
identification and assessment of new opportunities in the oil and
gas industry in Texas, Utah and Oklahoma in the United States of
America.

Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr.
D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31,
2014.  The Debtor estimated assets and debt of $100 million to
$500 million.  The Debtor has tapped Parsons Behle & Latimer as
attorneys.


MARION ENERGY: Hires Traton Engineering as Estate Professionals
---------------------------------------------------------------
Marion Energy Inc. seeks authorization from the U.S. Bankruptcy
Court for the District of Utah to employ Patrick Merritt and Traton
Engineering Associates LP as estate professionals.

The Debtor requires Patrick Merritt, P.E. and Traton Engineering
Associates, LP -- "TEA" -- to provide the following services:

   (a) TEA will perform the following work relating to the Clear
       Creek Field: (i) review and organization of lease files,
       (ii) preparation of plug and abandonment procedures as
       required, (iii) maintaining, preserving and operating
       the Clear Creek Field and related rights, and (iv) any and
       all other work as directed by Debtor.  As part of its
       authority to operate the Clear Creek Field, TEA shall have
       the authority to take all steps it reasonably believes
       necessary from production to sales.  TEA shall have the
       authority to interact with any governmental agencies it
       reasonably believes necessary to carry out its
       responsibilities under the Engagement Agreement;

   (b) TEA will have the authority to direct and supervise all
       activities at the Clear Creek operation.  This will include

       the day-to-day production workover operations.  TEA shall
       also have the authority to direct and supervise the land
       and regulatory functions of the operation.  TEA will not be

       responsible for accounting, budgeting and financial
       functions relating to the Clear Creek Field, but TEA shall
       have access to all information about those functions which
       it deems reasonably necessary.  TEA shall have the
       authority to market and sell, by contract or otherwise, on
       Marion's behalf all products generated from the Utah Clear
       Creek Field operation;

   (c) TEA shall have the authority to enter into contracts on
       Debtor's behalf as necessary to carry out the services
       required of it in this Agreement, provided that Debtor
       would otherwise have authority to enter into such contracts
       in the ordinary course of its business and without being
       first required to obtain approval from the Bankruptcy
       Court.  In the event the prior approval of the Bankruptcy
       Court would be needed, then TEA has the authority to enter
       into contracts on Debtor's behalf as necessary to carry out

       the services required of it under this Agreement, but such
       contracts shall be subject to and conditioned upon the
       approval of the Bankruptcy Court; and

   (d) Notwithstanding anything herein or in the Engagement
       Agreement to the contrary, TEA and Merritt shall not have
       the authority to act as an officer or director of Marion,
       and TEA shall have no responsibility whatsoever relating to
       the Helper Field, unless otherwise agreed by TEA in
       writing.

TEA will be paid at these hourly rates:

       Engineering Services:

       Senior Engineer       $225
       Tech I                $150
       Tech II               $90
       Clerical              $45

       Field Consultation:

       Personnel Charged at hourly rate and capped at $1,750 per
         day plus 7% insurance surcharge

       Daylight $1,400 per day plus 7% insurance surcharge

       24 Hour $1,750 per day plus 7% insurance surcharge

Field travel expenses charged as follows when traveling:

       Travel Time 75% of Hourly Rate

       Mileage/Trans. Exp. $1.50 per mile via owned auto or actual

       travel expense

       Lodging Invoiced at cost

       Mobile Phone, Computer, $25 per day

       Per Diem $50 per day

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

Patrick Merritt, president and senior engineer at TEA, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

TEA can be reached at:

       Patrick Merritt, P.E.
       TRATON ENGINEERING ASSOCIATES, LP
       1415 North Loop West, Suite 1250
       Houston, TX 77008
       Tel: (281) 540-0028

                       About Marion Energy

Marion Energy Inc. is a Texas corporation engaged in exploration
and production of natural gas in the State of Utah.  Marion's core
operation is a producing gas field located in Carbon and Emery
Counties, Utah (the "Clear Creek Field").  The company also holds
smaller, currently unproductive acreage positions in the Helper
and Roan Cliffs area near Helper, Utah (the "Helper Field").

Its parent is Australia-based Marion Energy Limited (ASX:MAE).
Marion Energy Limited -- http://www.marionenergy.com.au/--is   
principally engaged in investment in oil and gas projects and the
identification and assessment of new opportunities in the oil and
gas industry in Texas, Utah and Oklahoma in the United States of
America.

Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr.
D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31,
2014.  The Debtor estimated assets and debt of $100 million to
$500 million.  The Debtor has tapped Parsons Behle & Latimer as
attorneys.


MARION ENERGY: Taps Rocky Mountain as Financial Advisors
--------------------------------------------------------
Marion Energy Inc. seeks permission from the U.S. Bankruptcy Court
for the District of Utah to employ Gil Miller and Rocky Mountain
Advisory, LLC as financial advisors.

The Debtor requires Rocky Mountain to perform these services, among
others as set forth in the Engagement Agreement:

   (a) The initial scope of Rocky Mountain's engagement will be
       limited to (i) assisting the Parties as they may request
       with the preparation of DIP Budgets pursuant to paragraph
       II.F. of the Stipulation, (ii) becoming familiar with the
       DIP Budgets in case Rocky Mountain needs to assume
       responsibility for preparing DIP Budgets or for Marion's
       finances, and (iii) helping to resolve any dispute that may

       arise between the Parties with respect to the DIP Budgets,
       the DIP Loan, or the Sale Process;

   (b) If Marion's director Doug Flannery resigns, is terminated,
       or is incapable of exercising control over Marion's budget
       and finances at any time or for any reason, then, upon
       request of either Party, Rocky Mountain will undertake
       management of Marion's budgets and finances; and

   (c) In addition, if requested to do so by the Debtor, Rocky
       Mountain will evaluate term sheets provided to it by Debtor

       from potential refinancing lenders and, on or before March
       2, 2015, express its disinterested professional judgment
       whether a refinancing of the TCS P&I Claim is more likely
       than not to close before May 4, 2015.  If Rocky Mountain
       makes such a determination, it will continue to monitor the

       Debtor's progress towards consummating such a refinancing
       and will advise the Parties if at any time it no longer
       believes that such a refinancing can be consummated by
       May 4, 2015.

Rocky Mountain will be paid at these hourly rates:

       Gil Miller              $375
       David Bateman           $260
       John Curtis             $260
       Matt Connors            $260
       Managers                $225
       Senior Associates       $200
       Associates              $190
       Paraprofessionals       $125

Rocky Mountain will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Gil A. Miller, senior managing member of Rocky Mountain, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Rocky Mountain can be reached at:

       Gil A. Miller
       ROCKY MOUNTAIN ADVISORY, LLC
       215 South State Street, Suite 550
       Salt Lake City, UT 84111
       Tel: (801) 428-1602
       Fax: (801) 428-1610
       E-mail: gmiller@rockymountainadvisory.com

                       About Marion Energy

Marion Energy Inc. is a Texas corporation engaged in exploration
and production of natural gas in the State of Utah.  Marion's core
operation is a producing gas field located in Carbon and Emery
Counties, Utah (the "Clear Creek Field").  The company also holds
smaller, currently unproductive acreage positions in the Helper
and Roan Cliffs area near Helper, Utah (the "Helper Field").

Its parent is Australia-based Marion Energy Limited (ASX:MAE).
Marion Energy Limited -- http://www.marionenergy.com.au/--is   
principally engaged in investment in oil and gas projects and the
identification and assessment of new opportunities in the oil and
gas industry in Texas, Utah and Oklahoma in the United States of
America.

Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr.
D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31,
2014.  The Debtor estimated assets and debt of $100 million to
$500 million.  The Debtor has tapped Parsons Behle & Latimer as
attorneys.


MCCLATCHY CO: BlackRock Has 6.1% of Class A Shares as of Dec. 31
----------------------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of Dec. 31,
2014, it beneficially owned 3,830,321 shares of Class A common
stock of McClatchy Co. representing 6.1 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/TDPKe5

                    About The McClatchy Company

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

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

                           *     *     *

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

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

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


MICRON TECHNOLOGY: Moody's Rates New Senior Notes Due 2023 'Ba3'
----------------------------------------------------------------
Moody's Investors Service rated Micron Technology, Inc.'s new
Senior Notes due 2023 at Ba3. Micron's Ba2 Corporate Family Rating
(CFR), the Ba3 rating on its existing senior unsecured notes and
the stable outlook are unchanged . Proceeds of the Senior Notes
will be used to build Micron's pool of liquidity for retirement of
convertible notes and other debt and for general corporate
purposes.

Assignments:

Issuer: Micron Technology, Inc.

Senior Unsecured Regular Bond/Debenture, Assigned Ba3, LGD4

Ratings Rationale

The issuance of the Senior Notes will initially increase debt by
about 12%, leading to a modest increase in debt to EBITDA (Moody's
adjusted) to slightly more than 1.1x from about 1.0x currently
(latest twelve months ended December 4, 2014). Nevertheless,
Moody's expects Micron will continue to reduce debt over the next
year given Micron's strong free cash flow generation and cash
balance ($3.8 billion at December 4, 2014 and $5.3 billion
including short and long term marketable investments).

While debt to EBITDA is low relative to many other companies at the
Ba rating level, leverage metrics can increase considerably during
a cyclical downturn or a heavy capital program. Indeed, with the
migration of the memory industry to three dimensional NAND
technology, Moody's expect that capital expenditures will increase
over the next few years for Micron and its competitors.

Moreover, since Moody's anticipate that Micron will continue to
refinance the convertible debt in order to reduce share dilution,
the market value of the convertible debt is relevant in assessing
Micron's financial profile. Assuming the full market value of the
convertible debt, debt to EBITDA (LTM December 4, 2014, Moody's
adjusted) is over 1.5x.

Still, Micron has good liquidity, based mostly on its significant
cash and marketable securities position, which provides the ability
to maintain capital expenditures and to make opportunistic
acquisitions during industry downturns.

The stable outlook reflects Moody's expectation that Micron will
continue to maintain financial leverage below 1.5x (Moody's
adjusted) and improve financial flexibility as revenue and EBITDA
increase due to strong end-market demand, disciplined market
pricing, and Micron's improved operating efficiencies. Moody's
expect that Micron will manage the DRAM production node transitions
and both the NAND node transition and the technology transition to
3D NAND without material disruption to output levels.

The rating could be upgraded as Micron both increases gross profit
margin, indicating greater market pricing power, and shows evidence
of improved operational efficiency, such that Moody's expect that
operating margins (Moody's adjusted) will be sustained above the
low digit teens percent through the cycle. Moody's would expect
these improvements to occur within a market environment of
continued stable market pricing and core growth in demand for DRAM
and NAND. Maintenance of very strong liquidity, through access to
cash and generally positive free cash flow, and for Micron to
maintain a financial policy balancing the interests of creditors
and shareholders would also be important considerations for any
possible upgrade.

The ratings could be downgraded if Micron does not execute
successfully on its node transitions in DRAM and NAND, or in its
transition to mass production of 3D NAND. The ratings could also
come under pressure if industry pricing volatility returns to
patterns experienced prior to the industry consolidation in 2013.
If Moody's expect leverage to be sustained above 2.0x EBITDA
(Moody's adjusted), the rating could be downgraded.

The principal methodology used in this rating was Global
Semiconductor Industry Methodology published in December 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.

Micron Technology, Inc., based in Boise, Idaho, manufactures and
markets semiconductor devices, principally DRAM, NAND Flash and NOR
Flash memory, as well as other innovative memory technologies,
packaging solutions and semiconductor systems.



MICRON TECHNOLOGY: S&P Assigns 'BB' Rating on 8.5-Yr. Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to Micron Technology Inc.'s 8.5-year
senior notes due 2023.  The '3' recovery rating indicates S&P's
expectation of meaningful recovery (50%-70%) in the event of a
payment default.

S&P expects that the company will use the net proceeds from the new
notes for general corporate purposes, including refinancing a
portion of its existing convertible senior notes.  S&P's 'BB'
corporate credit rating and stable outlook on Micron remain
unchanged.

RATINGS LIST

Micron Technology Inc.
Corporate Credit Rating                 BB/Stable/--

New Ratings

Micron Technology Inc.
8.5-year senior notes due 2023          BB
  Recovery Rating                        3



MOBIVITY HOLDINGS: ACT Capital Reports 8.3% Stake as of Dec. 31
---------------------------------------------------------------
ACT Capital Management, LLLP, and its affiliates disclosed in an
amended Schedule 13G filed with the U.S. Securities and Exchange
Commission that as of Dec. 31, 2014, they beneficially owned
1,945,800 shares of common stock of Mobivity Holdings Corp.
representing 8.3 percent of the shares outstanding.  A full-text
copy of the regulatory filing is available at http://is.gd/c6k9Me

                      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.


MOTORS LIQUIDATION: Judge Okays Liquidation of New GM Securities
----------------------------------------------------------------
Robert E. Gerber entered an order authorizing Wilmington Trust
Company, solely in its capacity as trust administrator and trustee,
of the Motors Liquidation Company GUC Trust to liquidate New GM
Securities and use dividend cash proceeds of approximately $8.33
million to satisfy administrative costs estimated for the calendar
year 2015.

The duration of the GUC Trust is extended an additional 12 months
and the GUC Trust will remain in full force and effect through and
including March 31, 2016.

                     About Motors Liquidation

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

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

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

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


MRC GLOBAL: Bank Debt Trades at 8.5% Off
----------------------------------------
Participations in a syndicated loan under which MRC Global is a
borrower traded in the secondary market at 91.5 cents-on-the-dollar
during the week ended Friday, Jan. 30, 2015, according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  This represents a decrease of 0.45 percentage
points from the previous week, The Journal relates.  The Company
pays 400 basis points above LIBOR to borrow under the facility.
The bank loan matures on Nov. 11, 2019, and carries Moody's B2
rating and Standard & Poor's BB- rating.  The loan is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended Friday among the 186 loans with
five or more bids. All loans listed are B-term, or sold to
institutional investors.


MUD KING: Disclosure Statement Hearing Deferred to March 9
----------------------------------------------------------
The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas moved the hearing to consider the
adequacy of the disclosure statement explaining the bankruptcy-exit
plan of Mud King Products Inc. to March 9, 2015, at 2:00 p.m. at
Courtroom #403, 515 Rusk Avenue in Houston, Texas.  

The hearing originally set for Jan. 26, 2015, was canceled.

In connection to the hearing, Judge Brown extended the Debtor's
exclusive period in which it may solicit and obtain acceptances of
its Chapter 11 plan for a period of 45 days after the continued
hearing on approval of the Debtor's disclosure statement.

                       About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort.  Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.

                            *   *   *

On July 1, 2014, the Debtor filed its Chapter 11 Plan and
Disclosure Statement.  The Plan provides that Allowed General
Unsecured Claims of greater than $50,000 will receive a pro rata
share of equal quarterly payments for a period of twenty quarters
until such claims are paid in full, with simple interest at the
rate of 5% per annum accruing from the Effective Date.  The Court
has yet to approve the Disclosure Statement describing the Plan.


MULTIPLAN INC: Bank Debt Trades at 2.6% Off
-------------------------------------------
Participations in a syndicated loan under which MultiPlan Inc. is a
borrower traded in the secondary market at 97.38
cents-on-the-dollar during the week ended Friday, Jan. 30, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.21 percentage points from the previous week, The Journal
relates.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 14, 2021, and
carries Moody's B1 rating and Standard & Poor's B rating.  The loan
is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended Friday
among the 186 loans with five or more bids. All loans listed are
B-term, or sold to institutional investors.



NAVISTAR INTERNATIONAL: Mark Rachesky Held 17.8% Stake at Jan. 28
-----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Mark H. Rachesky, M.D., and his affiliates
disclosed that as of Jan. 28, 2015, they beneficially owned
14,520,502 shares of common stock of Navistar International
Corporation representing 17.8 percent of the shares outstanding.  A
full-text copy of the regulatory filing is available at
http://is.gd/32M6mg

                    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.


NAVISTAR INTERNATIONAL: Web Cast for Analyst Day Feb. 4
-------------------------------------------------------
Navistar International Corporation will present via live web cast
its Analyst Day at the Company's world headquarters in Lisle,
Illinois, on Wednesday, February 4th.  A live web cast is scheduled
at approximately 1:00 p.m. Central.  Speakers on the web cast will
include: (i) Troy Clarke, president and chief executive officer and
director, (ii) Walter Borst, executive vice president and chief
financial officer, (iii) Bill Kozek, president, Truck and Parts,
(iv) Persio Lisboa, president, operations, (v) Denny Mooney, senior
vice president, Global Product Development, (vi) Michael
Cancelliere, senior vice president, Global Parts and Customer
Service, (vii) and other company leaders.

The web cast can be accessed through a link on the investor
relations page of Company's Web site at
http://www.navistar.com/navistar/investors/webcasts. Investors are
advised to log on to the Web site at least 15 minutes prior to the
start of the web cast to allow sufficient time for downloading any
necessary software.  The web cast will be available for replay at
the same address approximately three hours following its
conclusion, and will remain available for a period of 12 months or
such earlier time as the information is superseded or replaced by
more current information.

                     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, $11.74 billion in total liabilities and a $4.04
billion total stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR).  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
Illinois-based truckmaker Navistar International Corp. (NAV) 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
(IDR) for Navistar International Corporation and Navistar
Financial Corporation 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 (SCR) engine strategy.  Other rating concerns
are already incorporated in the 'CCC' rating.


NET ELEMENT: Has $50MM Equity Distribution Agreement with Revere
----------------------------------------------------------------
Net Element, Inc., entered into an equity distribution agreement
with Revere Securities, LLC, on Jan. 22, 2015, according to a
regulatory filing with the U.S. Securities and Exchange Commission.
Pursuant to and subject to the terms of the Distribution
Agreement, the Company may offer and sell from time to time at its
sole discretion, exclusively through Revere, acting as sales agent,
and Revere agreed to use its best efforts to sell for the Company,
the shares of the Company common stock, preferred stock, warrants,
units or subscription rights, having an aggregate offering price of
up to $50 million, and certain selling securityholders may offer
and sell, from time to time at their sole discretion, up to
19,947,334 shares of the Company's common stock held by those
selling securityholders.  In no event will the Company issue or
sell securities under the Distribution Agreement with a value
exceeding more than one-third of the Company public float in any 12
month period where the public float remains below $75 million, or
if that issuance would result in the issuance of more than 19.999%
of the amount of common stock of the Company issued and outstanding
unless the Company's stockholders will have approved the issuance
of shares of common stock in excess of 20% or NASDAQ has provided a
waiver of Listing Rule 5635(d).

Revere may sell the securities of the Company by any method
permitted by law deemed to be an "at the market" offering under
Rule 415 of the Securities Act of 1933, as amended, including
without limitation sales made by means of ordinary brokers'
transactions on The NASDAQ Capital Market, on any other existing
trading market for the securities of the Company or to or through a
market maker, at market prices prevailing at the time of sale, in
block transactions, or as otherwise directed by the Company. Revere
will use its best efforts consistent with its normal trading and
sales practices to sell the securities of the Company from time to
time, based upon instructions from the Company (including any
price, time or size limits the Company or selling securityholders
may impose).  The amount of compensation to be paid to Revere with
respect to each placement (in addition to any expense
reimbursements) will be equal to 5.00% of the gross proceeds from
each placement.  The Company intends to use the net proceeds from
the sales of the securities, if any, for general corporate
purposes, including working capital, sales and marketing
activities, general and administrative matters, repayment of
indebtedness, and capital expenditures.  The Company may also use a
portion of the proceeds to acquire or invest in complementary
products or businesses.

                       Amends Current Report

Net Element filed an amendment to its current report on Form 8-K
filed with the U.S. Securities and Exchange Commission on Dec. 11,
2014, in order to correct an error in reporting (i) vesting
schedule for 331,383 restricted shares of the Company common stock
awarded to Oleg Firer, 165,691 restricted shares of the Company
common stock awarded to Steven Wolberg and 98,144 restricted shares
of the Company common stock awarded to Jonathan New and (ii) the
grants of 200,000 incentive stock options to purchase shares of the
Company common stock to Oleg Firer, 100,000 Options to Steven
Wolberg and 50,000 Options to Steven Wolberg.  Rather than granting
those Options, the Compensation Committee of the Board of Directors
of the Company contemplated granting 200,000 restricted shares of
the Company common stock to Oleg Firer, 100,000 restricted shares
of the Company common stock to Steven Wolberg and 50,000 restricted
shares of the Company common stock to Jonathan New, subject to
vesting.  Accordingly, the Compensation Committee of the Board of
Directors of the Company corrected the error in such grant.

On Dec. 10, 2014, the Compensation Committee of the Board of
Directors of the Company, approved and authorized grants of the
equity awards pursuant to the Company's 2013 Equity Incentive
Compensation Plan:

    (i) 331,383 restricted shares of the Company common stock
       (subject to vesting on Jan. 1, 2015) and 200,000 restricted
        shares of the Company common stock (subject to vesting in
        in four equal one-fourth amounts of the total grant
        commencing on April 1, 2015, and thereafter on July 1,
        2015, Oct. 1, 2015, and Jan. 1, 2016) to Oleg Firer, the
        chief executive officer of the Company;

   (ii) 165,691 restricted shares of the Company common stock
       (subject to vesting on Jan. 1, 2015) and 100,000 restricted
        shares of the Company common stock (subject to vesting in
        in four equal one-fourth amounts of the total grant
        commencing on April 1, 2015, and thereafter on July 1,
        2015, Oct. 1, 2015, and Jan. 1, 2016) to Steven Wolberg,
        the chief legal officer of the Company; and

  (iii) 98,144 restricted shares of the Company common stock
       (subject to vesting on Jan. 1, 2015) and 50,000 restricted
        shares of the Company common stock (subject to vesting in
        in four equal one-fourth amounts of the total grant
        commencing on April 1, 2015, and thereafter on July 1,
        2015, Oct. 1, 2015, and Jan. 1, 2016) to Jonathan New, the

        chief financial officer of the Company.

                         About Net Element

Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.

Net Element reported a net loss of $48.3 million in 2013, as
compared with a net loss of $16.4 million in 2012.  The Company's
balance sheet at June 30, 2014, showed $16.6 million in total
assets, $22.8 million in total liabilities and a $6.21 million
total stockholders' deficit.

BDO USA, LLP, in Miami, 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 has suffered recurring losses from operations and has
used substantial amounts of cash to fund its operating activities
that raise substantial doubt about its ability to continue as a
going concern.


NICHOLS CREEK: Feb. 25 Hearing on Bid for Exclusivity Extension
---------------------------------------------------------------
The U.S. Bankruptcy Court will convene a preliminary hearing on
Feb. 25, 2015, at 11:30 a.m.,  to consider Nichols Creek
Development, LLC's motion to extend its exclusive period to file a
plan of reorganization.  The Debtor is requesting that the Court
extend its exclusive period to file a plan until April 23, 2015.  

                       About Nichols Creek

Nichols Creek Development, LLC, sought Chapter 11 bankruptcy
for protection (Bankr. M.D. Fla. Case No. 14-04699) on Sept. 26,
2014, in Jacksonville, Florida.  R.L. Mitchell signed the petition
as member manager.  The Debtor disclosed total assets of $21.7
million and total liabilities of $11.5 million.

The Debtor owns property at 9596 New Berlin Court, Jacksonville,
Florida, which is valued at $21.8 million and pledged as
collateral to secured creditors owed a total of $11.6 million.
There is no secured debt.

The Law Offices of Jason A. Burgess, LLC, serves as the Debtor's
counsel.


NICHOLS CREEK: Hancock Wants Case Dismissed as Bad Faith Filing
---------------------------------------------------------------
Creditor Whitney Bank, formerly known as Hancock Bank, asks the
U.S. Bankruptcy Court to dismiss the Chapter 11 case of Nichols
Creek Development, LLC, as bad faith filing; or alternatively,
grant relief from the automatic stay.

Hancock Bank, as assignee of FDIC as receiver for People's First
Community Bank, said that the real property of the Debtor subject
to the mortgage is underdeveloped real property owned located in
Duval County, Florida.

Hancock Bank also said that the Debtor is a single assets real
estate with no hope or ability proposing a viable, confirmable plan
of reorganization.

                       About Nichols Creek

Nichols Creek Development, LLC, sought Chapter 11 bankruptcy
for protection (Bankr. M.D. Fla. Case No. 14-04699) on Sept. 26,
2014, in Jacksonville, Florida.  R.L. Mitchell signed the petition
as member manager.  The Debtor disclosed total assets of $21.7
million and total liabilities of $11.5 million.

The Debtor owns property at 9596 New Berlin Court, Jacksonville,
Florida, which is valued at $21.8 million and pledged as
collateral to secured creditors owed a total of $11.6 million.
There is no secured debt.

The Law Offices of Jason A. Burgess, LLC, serves as the Debtor's
counsel.


NPS PHARMACEUTICALS: BlackRock Reports 6.8% Stake as of Dec. 31
---------------------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of Dec. 31,
2014, it beneficially owned 7,309,552 shares of common stock of NPS
Pharmaceuticals representing 6.8 percent of the shares outstanding.
A copy of the regulatory filing is available at
http://is.gd/xPEmr9

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS Pharmaceuticals reported a net loss of $13.5 million in 2013,
a net loss of $18.7 million in 2012 and a net loss of $36.3
million in 2011.  The Company posted consolidated net loss of
$31.4 million in 2010 and a net loss of $17.9 million in 2009.

The Company's balance sheet at Sept. 30, 2014, showed $282
million in total assets, $151 million in total liabilities, and
$131 million in total stockholders' equity.


NPS PHARMACEUTICALS: Regulators Grant Waiting Period Termination
----------------------------------------------------------------
An amended tender offer statement was filed by Shire plc, Channel
Islands, Shire Pharmaceutical Holdings Ireland Limited, and Knight
Newco 2, Inc., an indirect wholly owned subsidiary of each of Shire
and SPHIL ("Purchaser"), with the U.S. Securities and Exchange
Commission on Jan. 23, 2015.  

The Schedule TO relates to the offer by the Purchaser to purchase
all outstanding shares of common stock, par value $0.001 per share,
of NPS Pharmaceuticals, Inc., for $46.00 per share, net to the
seller in cash, without interest and less any required withholding
taxes, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated Jan. 23, 2015.

Items 1 through 9, and Item 11 of the Schedule TO were amended and
supplemented by adding the following immediately after the last
sentence of the second paragraph under the heading "16. Certain
Legal Matters; Regulatory Approvals -- Regulatory Matters -- U.S.
Antitrust" of the Offer to Purchase:

"On January 27, 2015, the FTC and the Antitrust Division granted
early termination of the waiting period required under the HSR Act,
thus ending the required waiting period with respect to the Offer
and the Merger.  As a result, the applicable condition to the Offer
with respect to the termination or expiration of the applicable
waiting period under the HSR Act has been satisfied, but the Offer
remains subject to the other terms and conditions set forth in the
Offer to Purchase."

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS Pharmaceuticals reported a net loss of $13.5 million in 2013,
a net loss of $18.7 million in 2012 and a net loss of $36.3
million in 2011.  The Company posted consolidated net loss of
$31.4 million in 2010 and a net loss of $17.9 million in 2009.

The Company's balance sheet at Sept. 30, 2014, showed $282
million in total assets, $151 million in total liabilities and
$131 million in total stockholders' equity.


OPTIM ENERGY: April 22 Hearing on Dispute with Blackstone Group
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that the U.S. Bankruptcy Court for the District of Delaware
scheduled an April 22 hearing on the dispute between power plant
owner Optim Energy LLC and Blackstone Group LP.

According to the report, Optim claims it's not fair for Blackstone
to make money on both sides of the $126 million sale of the Twin
Oaks coal-fired generating station.

To recall, a Blackstone affiliate took over the Twin Oaks plant in
October.  In the Twin Oaks purchase agreement, Blackstone required
the termination, or "rejection," of an exclusive coal-supply
agreement with Walnut Creek Mining Co.  Around the same time,
another company controlled by Blackstone bought Walnut Creek.
After the sale, Walnut Creek, now controlled by Blackstone, filed a
claim against Optim for $190 million in damages arising from
termination of the coal-supply agreement.

The report said Optim argued there were "no actual damages" and
equity bars Blackstone from collecting on a contract that it
required to be rejected.

                        About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cedar
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6.95 million in assets and $717
million in liabilities.  Optim Energy Cedar Bayou 4, LLC,
disclosed
$184 million in assets and $718 million in liabilities as of the
Chapter 11 filing.  

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


OPTIM ENERGY: Seeks June 9 Extension of Plan Filing Date
--------------------------------------------------------
Optim Energy, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to further extend their exclusive plan filing
period through and including June 9, 2015, and their exclusive
solicitation period through and including Aug. 10, 2015.

According to the Debtors, Since entry of the Second Exclusivity
Order, they have devoted significant resources and efforts to,
among other things, formulating potential restructuring strategies
for their remaining principal assets, their interests in the Cedar
Bayou Plant and the Altura Cogen Plant, including the potential
sale of the Gas Plant Portfolio under a Chapter 11 plan of
reorganization.  The Debtors commenced a full marketing process for
the Gas Plant Portfolio in November 2014, from which several
interested parties submitted proposals to purchase the Debtors'
assets.  The Debtors tell the Court that they are in the midst of
evaluating these proposals and engaging in further diligence
discussions with certain parties, which will take additional time
before coming to full conclusion, and will determine the final
terms of any plans they will file.

In addition, the Debtors contend that extension of the Exclusive
Periods is a condition to obtaining an extension of the DIP
Facility, which otherwise matures on Feb. 12, 2015.  William M.
Alleman, Jr., Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, relates that the Debtors are currently in
discussions with the DIP Lender regarding the initial three-month
extension contemplated by the DIP Facility.  To the extent that the
requested exclusivity extension is granted, the DIP Lender has
agreed to consent to the three-month extension of the maturity
date, Mr. Alleman says.

Under the DIP Loan, the Debtors are required, no later than
Jan. 30, 2015, to deliver to the Lenders either (a) a draft Plan of
Reorganization and Disclosure Statement (b) a Sale Proposal
acceptable to the Majority Lenders in their reasonable discretion.
The Debtors are required, no later than Feb. 9, 2015, to file the
Plan and Disclosure Statement or file a sale and bidding procedures
motion relating to the Sale Proposal with the Bankruptcy Court.
The Debtors are given no later than Feb. 12, 2015, to obtain
confirmation by the Bankruptcy Court of the Plan and attain the
effective date thereof or consummate the sale contemplated by the
Sale Proposal; provided, however, that if the Plan or the Sale
Proposal has been filed, and the Extension has been elected by the
Debtor and consented by the Majority Lenders in writing, the
Milestone deadline will be 15 months from the Petition Date.

A hearing on the extension request is scheduled for Feb. 4, 2015,
at 11:00 a.m. (ET).  Objections are due Jan. 28.

                        About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cedar
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6.95 million in assets and
$717 million in liabilities.  Optim Energy Cedar Bayou 4, LLC,
disclosed $184 million in assets and $718 million in liabilities as
of the Chapter 11 filing.  The Debtors have $713 million of
outstanding principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.



PARKER DRILLING: Moody's Affirms B1 CFR, Outlook Altered to Stable
------------------------------------------------------------------
Moody's Investors Service revised Parker Drilling Company's rating
outlook to stable from positive. Concurrently Moody's affirmed
Parker's B1 Corporate Family Rating (CFR), B1-PD Probability of
Default Rating (PDR), B1 senior unsecured note rating and SGL-1
Speculative Grade Liquidity Rating.

"The downward revision in outlook reflects the anticipated weakness
in Parker's earnings and cash flows in 2015 resulting from a
significantly lower level of capital expenditures by upstream oil
and gas companies as they grapple with lower commodity prices,"
said Sajjad Alam, Moody's Assistant Vice President. "Parker's
rental tools and inland barge businesses have short duration
contracts and will endure the greatest revenue erosion in a
depressed demand environment. However, the company has low leverage
and very good liquidity to deal with the downturn."

Issuer: Parker Drilling Company

Outlook Action:

Changed to Stable from Positive

Affirmations:

Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD4)

Speculative Grade Liquidity Rating, Affirmed SGL-1

Ratings Rationale

Parker's B1 CFR reflects the company's limited scale, exposure to
the cyclical contract drilling markets and volatile upstream
capital spending levels, the capital intensity of its drilling and
rental tools businesses, and the inherent business and political
risks from its international operations. The rating is supported by
Parker's globally diversified geographic footprint that moderates
cash flow volatility, its niche position as a provider of
specialized drilling rigs and ability to work on complex wells or
in remote and harsh locations, low leverage, very good liquidity
and the scalability of its rental tools business both in the US and
in international markets.

Mood's anticipates a large drop in Parker's utilization rate,
revenues and margins in 2015 relative to 2014 levels because of low
oil prices. While the Alaska rigs and certain of Parker's
international rig operations have strong revenue backlog backed by
multi-year contracts, the barge rigs in the US and other land rigs
in various international locations have limited revenue visibility.
However, Parker has significant balance sheet flexibility to
weather a protracted downturn in the oilfield services industry.
The company's leverage stood at 2.5x at September 30, 2014 based on
Moody's adjusted LTM EBITDA of $289 million and total debt of $707
million.

Moody's expects Parker to maintain very good liquidity during 2015,
which is captured in Moody's SGL-1 rating. The company has a
substantial cash balance ($78 million at September 30, 2014) and a
$200 million revolving credit facility (~$164 million available),
which was upsized from $80 million on January 28, 2015 boosting
liquidity. Based on Moody's projected EBITDA of $170-$190 million
and capital expenditures of $120-$140 million for 2015, the company
should generate break-even cash flow over the next twelve months.
While Moody's believes there will be adequate headroom under
Parker's revolver financial covenants throughout 2015, the leverage
covenant will tighten in 2016 if EBITDA continues to decline.

Parker's senior notes are rated B1, at the CFR level. While the
recent upsizing of the revolver pushes the note rating to B2 under
Moody's Loss Given Methodology based on an increased level of
potential priority claim secured debt in the capital structure,
Moody's have affirmed the B1 senior notes rating based on the
minimal historical use of the revolver, the company's substantial
cash balance and the effective restrictions imposed by the credit
agreement financial covenants on future revolver drawings in a
declining earnings environment. Higher than expected revolver
utilization or a significant reduction in cash balance could lead
to a downgrade of the notes.

The stable outlook reflects Moody's view that Parker will be able
to navigate the cyclical downturn in 2015 without materially
increasing debt levels while maintaining adequate liquidity. A
leveraging transaction or a much worse than anticipated decline in
financial performance could result in a ratings downgrade. Debt to
EBITDA sustained above 4x will likely trigger a rating downgrade.
Given the inherent volatility in Parker's operating environment,
increased scale and stronger contracted revenue backlog would be
viewed as credit enhancing. Moody's could consider an upgrade if
Parker reduced leverage near 2x in a stable industry environment.

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

Parker Drilling Company, headquartered in Houston, Texas, provides
rental tools and contract drilling services to the oil & gas
industry globally.



PHOTOMEDEX INC: Obtains Waiver on Forbearance Defaults
------------------------------------------------------
PhotoMedex, Inc., and its subsidiaries Radiancy, Inc.; LCA-Vision,
Inc.; PhotoMedex Technology, Inc.; and Lumiere, Inc., on Nov. 4,
2014, entered into an Amended and Restated Forbearance Agreement
with the lenders that are parties to the Credit Agreement dated May
12, 2014, and with JP Morgan Chase, as Administrative Agent for the
Lenders.

Under the Credit Agreement, the Company obtained $85 million in
senior secured credit facilities, which included a $10 million
revolving credit facility and a $75 million four-year term loan.
The Credit Agreement contained financial covenants, including a
maximum leverage covenant and a minimum fixed charge covenant,
which the Company is required to maintain; the targets for those
covenants are determined quarterly based on a rolling average of
the past four quarters of financial data.  As stated in the Amended
Forbearance Agreement, the Company had failed to meet both
financial covenants for the fiscal quarters ending prior to
Dec. 31, 2014, and consequently is in default of the Facilities. On
Aug. 4, 2014, the Company received a notice of default and a
reservation of rights from Chase and engaged a third-party
independent advisor to assist the Company in negotiating a longer
term solution to the defaults.  The parties had entered into an
initial Forbearance Agreement on Aug. 25, 2014.

Pursuant to the terms of the Amended Forbearance Agreement, the
Lenders agreed to forbear from exercising their rights and remedies
with respect to the Specified Events of Default from
Aug. 25, 2014, until Feb. 28, 2015, or earlier if an event of
default occurs.  The Company agreed to make prepayments on the term
loan of $937,500 each on November 1 and Dec. 1, 2014, and on
January 1 and Feb. 1, 2015, which will be applied in direct order
of maturity.  The Company also agreed that, on or before the second
business day after certain dates set forth in the Amended
Forbearance Agreement, the Company would pay against the revolving
loans an amount equal to 75% of cash-on-hand that exceeded $18
million.  In addition, the Company agreed to make a payment of $1.5
million toward the revolving loans on or before Feb. 16, 2015.  The
interest rates on the Loans under the Credit Agreement increased
beginning Nov. 1, 2014, to the CB Floating Rate plus 4.00%; an
additional 2% would be added to that rate upon the occurrence and
continuance of any default or event of default.  

On Jan. 26, 2015, the Company entered into a Waiver with respect to
the Credit Agreement and the Amended Forbearance Agreement under
which the Administrative Agent and the Lenders agreed to waive
certain forbearance defaults, specifically a delay in delivery of a
cash on hand certificate for the period ending
Jan. 2, 2015, the Company's non-delivery on Dec. 17, 2014, of an
indication of interest from a third party with respect to a
refinancing of the Facilities, and its non-delivery on Jan. 23,
2015, of a commitment letter for that refinancing.  The Company
continues to engage in negotiations with potential lenders and to
explore other options with regard to such a refinancing.  However,
there is no assurance that any refinancing will occur.

The Waiver also contains customary provisions, including the
Company's representation as to the absence of other defaults and
requirements that the Company pay the reasonable and documented
out-of-pocket costs and expenses of the Administrative Agent's
counsel and advisors.

                          About PhotoMedex

PhotoMedex, Inc. is a global Health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients.  The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.

As reported by the TCR on Nov. 11, 2014, PhotoMedex had
entered into an Amended and Restated Forbearance Agreement with
respect to its Credit Agreement dated May 12, 2014, and the
Initial Forbearance Agreement dated Aug. 25, 2014, by and among
the Company, as borrower and the lenders, and JPMorgan Chase Bank,
N.A., acting on behalf of secured creditors as the administrative
agent.  Subject to the terms of the Amended Forbearance Agreement,
for a period until Feb. 28, 2015, the Administrative Agent will
forbear from exercising any remedies relating to specified
defaults by the Company under the Credit Agreement.

The Company's balance sheet at Sept. 30, 2014, showed $277 million
in assets, $138 million in total liabilities and $140 million in
total stockholders' equity.


PLATFORM SPECIALTY: S&P Retains 'BB' CCR Following $100MM Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
specialty chemicals producer Platform Specialty Products Corp. are
not affected by the company's proposed $100 million add-on to its
6.5% senior unsecured notes due 2022.  The company will use the
proceeds to partially fund the acquisition of Arysta LifeScience
Ltd.  The add-on does not affect the 'BB' corporate credit rating
or stable outlook.

S&P's issue and recovery ratings also remain unchanged.  On
Jan. 12, 2015, S&P assigned its 'BB' issue-level rating and '3'
recovery rating to the proposed term loan, indicating S&P's
expectation for meaningful recovery (50% to 70%) if a payment
default occurs.  S&P also assigned its 'BB-' issue-level rating and
'5' recovery rating to the company's proposed senior unsecured
notes, indicating S&P's expectation of modest recovery (10% to 30%)
in the event of a payment default.

RATINGS LIST

Ratings Unchanged

Platform Specialty Products Corp.

Corporate Credit Rating            BB/Stable/--

Senior Secured                     BB
   Recovery Rating                  3

Senior Unsecured                  
  $1.1 Bil. Sr Notes Due 2022*      BB-
   Recovery Rating                  5

  EUR350 Mil. Notes Due 2022        BB-
   Recovery Rating                  5

*Add-on



POLY PLANT: Creditors Committee Taps K&L Gates LLP as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Poly Plant Project asks the Bankruptcy Court for permission
to retain K&L Gates LLP as its counsel, effective as of Dec. 9,
2014.

K&L Gates advised the Committee that the hourly rates of its
personnel are:

         Professionals                          Hourly Rate
         -------------                          -----------
Michael B. Lubic (bankruptcy partner)              $800
Jared Mobley (tax partner)                         $705
Manoj D. Ramia (bankruptcy associate)              $515
Akhil Sheth (litigation associate)                 $395

K&L Gates's hourly rates are subject to periodic adjustments,
however, K&L Gates has agreed that these rates will not be
increased prior to 2016.

To the best of Committee's knowledge, K&L Gates is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

         Michael B. Lubic, Esq.
         Manoj D. Ramia, Esq.
         K&L GATES LLP
         10100 Santa Monica Boulevard, Seventh Floor
         Los Angeles, CA 90067
         Tel: (310) 552-5000
         Fax: 310.552.5001
         E-mail: michael.lubic@klgates.com
                 manoj.ramia@klgates.com

                     About Poly Plant Project

Poly Plant Project filed a Chapter 11 bankruptcy petition in its
hometown in Los Angeles (Bankr. C.D. Cal. Case No. 14-17109) on
April 14, 2014.  Tetsunori T. Kunimune signed the petition as
chief executive officer.  The Debtor disclosed total assets of
$16.7 million and total liabilities of $22.3 million.  Donahoe &
Young LLP serves as the Debtor's counsel.  Judge Thomas B. Donovan
oversees the case.

The U.S. Trustee for Region 16 appointed three creditors to serve
on the official committee of unsecured creditors.


POSITIVEID CORP: Shareholder Conference Call Held
-------------------------------------------------
PositiveID Corporation held a shareholder conference call on Jan.
28, 2015.  

"I would like to welcome everybody on behalf of the management and
the Board of Directors.  I would like to tell you that we are very
pleased with what we've accomplished over the course of the past
couple of years and the successful year that we had in 2014.  And
having kicked off our strategic plan for 2015 which we're equally
excited about we thought this would be a great time to share it
with our shareholders and potential interested shareholders," said
Bill Caragol, PositiveID's Chairman and CEO.

"We believe that we are well positioned to make 2015 as productive
if not more so than the past year with backlog revenue double that
which has been recognized to date and a significant revenue
pipeline for 2015 and 2016," Mr. Caragol added.

A transcript of the call is available at http://is.gd/Y8z3hy

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID reported a net loss attributable to common stockholders
of $13.3 million on $0 of revenue for the year ended Dec. 31,
2013, as compared with a net loss attributable to common
stockholders of $25.30 million on $0 of revenue in 2012.

The Company's balance sheet at Sept. 30, 2014, showed $1.37
million in total assets, $9.03 million in total liabilities, and a
stockholders' deficit of $7.66 million.

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 a working capital deficiency and an accumulated
deficit.  Additionally, the Company has incurred operating losses
since its inception and expects operating losses to continue
during 2014.  These conditions, the auditors said, raise
substantial doubt about the Company's ability to continue as a
going concern.


PRECISION OPTICS: AWM Investment Reports 29.7% Stake at Dec. 31
---------------------------------------------------------------
Austin W. Marxe, David M. Greenhouse, and Adam Stettner disclosed
in an amended Schedule 13D with the U.S. Securities and Exchange
Commission that as of Dec. 31, 2014, they no longer owned any
shares of common stock of Precision Optics Corporation.  The
reporting persons previously disclosed beneficial ownership of
2,049,877 shares of common stock of Precision Optics representing
39.2 percent of the shares outstanding as of Dec. 31, 2013.

Special Situations Cayman Fund, L.P., Special Situations Fund III
QP, L.P., and Special Situations Private Equity Fund, L.P., hold
shares of Common Stock and Warrants of the Issuer.  AWM Investment
Company, Inc., the investment adviser to the Funds, holds the power
to vote and the power to dispose of the Shares held by each of the
Funds.  While the Shares held by each of the Funds
were previously reported by Marxe, Greenhouse and Stettner, owners
of AWM, on Schedule 13D, reference should be made to AWM for any
future filings with the SEC relating to the Shares held by each of
the Funds.  A copy of the regulatory filing is available at:

                         http://is.gd/Aa2NUm

AWM Investment Company disclosed in a separate Schedule 13G filed
with the SEC that as of Dec. 31, 2014, it beneficially owned
2,112,611 shares of common stock of Precision Optics representing
29.7 percent of the shares outstanding.  Marxe, Greenhouse and
Stettner previously reported the Shares held by the Funds on
Schedule 13D.  A copy of the regulatory filing is available for
free at http://is.gd/MAtRpG

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

Precision Optics reported a net loss of $1.16 million on $3.65
million of revenues for the year ended June 30, 2014, compared to
a net loss of $1.78 million on $2.51 million of revenues for the
year ended June 30, 2013.  Precision Optics reported a net loss of
$380,000 for the quarter ended March 31, 2014.

As of Sept. 30, 2014, the Company had $2.24 million in total
assets, $851,000 in total liabilities, all current, and $1.39
million in total stockholders' equity.


PROSPECT SQUARE: Balks at MSCI's Motion for Stay Relief
-------------------------------------------------------
Prospect Square 07 A, LLC, et al., are asking the Bankruptcy Court
to deny the motion of MSCI 2007-IQ16 Retail 9654 LLC for relief
from the automatic stay, or, in the alternative, limit the scope of
the relief requested.

MSCI asserts it should be granted relief from the automatic stay
due to an alleged breach by the Debtors of the settlement
agreement.  MSCI, however, is not entitled to such relief under the
circumstances that exist.

In their opposition to the bid for stay relief, the Debtors
explained that, among other things:

   1. BankruptcyRule 4001(a)(3) provides for a 14 day stay of any
order granting relief from stay to the Bankruptcy Rule 4001(a);
and

   2. MSCI has failed to state the cause as to why the 14 day stay
must not take effect.

The Court will convene a preliminary hearing on Feb. 2, 2015, at
1:30 p.m., to consider the matter.

                       About Prospect Square

Prospect Square 07 A, LLC, and related entities sought Chapter 11
bankruptcy protection from creditors (Bankr. D. Colo. Lead Case
No. 14-10896) in Denver on Jan. 29, 2014.

Prospect Square 07 A is a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at 9690
Colerain Avenue, Cincinnati, Ohio.  The Debtor listed $16 million
in assets and more than $12 million in liabilities.  Lee M.
Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver, serves as
the Debtors' counsel.

Lender MSCI 2007-IQ16 Retail 9654, LLC, is represented by James T.
Markus, Esq., and Jeffery O. McAnallen, Esq., at Markus Williams
Young & Zimmermann LLC.

The U.S. Trustee for Region 19 said that no committee of unsecured
creditors for the case was formed since there were too few
creditors who are willing to serve on the committee.



PSL-NORTH AMERICA: Has Until April 13 to File Plan
--------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware extended PSL-North America LLC, et al.'s
exclusive plan filing period through and including April 13, 2015,
and their exclusive solicitation period through and including
June 15, 2015.

According to the Debtors, they are now well-situated to evaluate
their financial standing in an effort to determine the most
appropriate resolution of their Chapter 11 cases.  The Debtors told
the Court that they anticipate filing a Chapter 11 plan of
liquidation in the near future.  However, the Debtors said they
require additional time to complete the analysis.

                     About PSL-North America

Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes.  The company has a
state-of-the-art facility located in Bay St. Louis, Mississippi,
with the land leased for 99 years.  The company is an
American-based partially owned subsidiary of India's largest
producer and manufacturer of steel piping, PSL Limited.

On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code.  The
Debtors' cases have been assigned to Judge Peter J. Walsh.

The Debtors seek to have their cases jointly administered
for procedural purposes.

PSL-North America LL disclosed $93.3 million in assets and
$204 million in liabilities as of the Chapter 11 filing.  As of the
Petition Date, the company had total outstanding debt obligations
of $130 million, according to a court filing.

Counsel for the Debtor are John H. Knight, Esq., Paul N. Heath,
Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and William
A. Romanowicz, Esq. at Richards, Layton & Finger, P.A. of
Wilmington, Delaware.   Epiq Bankruptcy Solutions serves as claims
agent.


QUALITY DISTRIBUTION: BlackRock Reports 7% Stake as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of Dec. 31,
2014, it beneficially owned 1,961,166 shares of common stock of
Quality Distribution representing 7 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/MFsQBZ

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.

Quality Distribution reported a net loss of $42.03 million on
$930 million of total operating revenues for the year ended
Dec. 31, 2013, as compared with net income of $50.07 million on
$842 million of total operating revenues in 2012.

The Company's balance sheet at Sept. 30, 2014, showed $440 million
in total assets, $470.01 million in total liabilities and a $30.4
million total shareholders' deficit.

                        Bankruptcy Warning

The Company had consolidated indebtedness and capital lease
obligations, including current maturities, of $383.3 million as of
Dec. 31, 2013.  The Company must make regular payments under the
ABL Facility, including the $17.5 million senior secured term loan
facility that was fully funded on July 15, 2013, and the Company's
capital leases and semi-annual interest payments under its 2018
Notes.

"The ABL Facility matures August 2016.  Obligations under the Term
Loan mature on June 14, 2016 or the earlier date on which the ABL
Facility terminates.  The maturity date of the ABL Facility,
including the Term Loan, may be accelerated if we default on our
obligations.  If the maturity of the ABL Facility and/or such
other debt is accelerated, we may not have sufficient cash on hand
to repay the ABL Facility and/or such other debt or be able to
refinance the ABL Facility and/or such other debt on acceptable
terms, or at all.  The failure to repay or refinance the ABL
Facility and/or such other debt at maturity would have a material
adverse effect on our business and financial condition, would
cause substantial liquidity problems and may result in the
bankruptcy of us and/or our subsidiaries.  Any actual or potential
bankruptcy or liquidity crisis may materially harm our
relationships with our customers, suppliers and independent
affiliates," the Company said in the Annual Report for the year
ended Dec. 31, 2013.

                           *    *     *

As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to
'B2' from 'B3' and Probability of Default Rating to 'B2-PD' from
'B3-PD'.

The upgrade of Quality's CFR to 'B2' was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the 'B2' rating level.
The company is in the process of integrating the bolt-on
acquisitions made in its Energy Logistics business sector since
2011.


QUANTUM CORP: BlackRock Reports 6.7% Stake as of Dec. 31
--------------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of Dec. 31,
2014, it beneficially owned 17,134,354 shares of common stock of
Quantum Corporation representing 6.7 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/P8JShL

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

Quantum Corporation incurred a net loss of $21.5 million on
$553 million of total revenue for the year ended March 31,
2014, as compared with a net loss of $52.2 million on $587
million of total revenue for the year ended March 31, 2013.

As of Dec. 31, 2014, the Company had $373.94 million in total
assets, $451 million in total liabilities and a $76.7 million total
stockholders' deficit.


QUANTUM CORP: Reports $7 Million Net Income for Third Quarter
-------------------------------------------------------------
Quantum Corporation reported net income of $6.93 million on
$142 million of total revenue for the three months ended
Dec. 31, 2014, compared to a net loss of $2.45 million on
$146 million of total revenue for the same period in 2013.

For the nine months ended Dec. 31, 2014, the Company reported net
income of $3.85 million on $405.3 million of total revenue compared
to a net loss of $7.07 million on $425 million of total revenue for
the same period last year.

As of Dec. 31, 2014, the Company had $374 million in assets,
$451 million in liabilities and a $76.7 million stockholders'
deficit.

"We are very pleased with our strong third quarter results, as we
continued to build on the momentum we saw in the first half of our
fiscal year," said Jon Gacek, president and CEO of Quantum.
"Branded revenue increased year-over-year for the third consecutive
quarter, driven by scale-out storage revenue growth of nearly 80
percent as well as higher DXi revenue.  Reflecting the improvements
we've made in our operating model, we also significantly increased
net income year-over-year and delivered our best operating margins
in four years - nearly 7 percent and 10 percent on a GAAP and
non-GAAP basis, respectively.

"With our market momentum, our strong solutions portfolio and the
significant leverage our financial model provides, we are
well-positioned to drive year-over-year growth and increased profit
in the final quarter of fiscal 2015 and in the coming year."

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

                        http://is.gd/6j0clE

In addition to reporting its third quarter results, Quantum also
announced that it has entered into an agreement to repurchase $50
million of its convertible notes due November 2015 in an all-cash
transaction expected to close on Jan. 30, 2015.

Following the closing of the repurchase, the Company estimates that
approximately $83.7 million in aggregate principal amount of 2015
Notes will remain outstanding.  In connection with the repurchase,
the Company expects to record a loss on debt extinguishment of
approximately $1.3 million in the fourth quarter of fiscal 2015,
including non-cash charges of approximately $300,000 for the
write-off of unamortized debt issuance costs.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

Quantum Corporation incurred a net loss of $21.5 million on
$553 million of total revenue for the year ended March 31,
2014, as compared with a net loss of $52.2 million on
$587 million of total revenue for the year ended March 31, 2013.



QUANTUM FUEL: Units Defer Interest Payment to Samsung Until 2016
----------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc.'s wholly-owned
subsidiary, Schneider Power Inc. and its indirect wholly-owned
subsidiary, Zephyr Farms Limited entered into a First Amendment to
Master Amendment Agreement with Samsung Heavy Industries Co. Ltd.
pursuant to which the parties agreed to defer until Jan. 31, 2016,
approximately C$462,167 of interest owed to Samsung under the
Master Amendment Agreement that was originally scheduled to be paid
on Jan. 31, 2015.

On Jan. 8, 2015, SPI and Zephyr notified Samsung of their assertion
that Samsung is in default of its obligations under the Turbine
Supply Agreement dated June 30, 2010, as amended, and the
Operations and Maintenance Agreement dated May 22, 2012.  Under the
terms of the Operations and Maintenance Agreement, Samsung is
contractually required to maintain an average availability at or
above 96% for the wind turbines purchased by Zephyr from Samsung.
As a result of specifically identified operating and maintenance
issues during the past six month period that Samsung has
acknowledged, the average availability is materially below the
minimum contractual levels and therefore Zephyr will be entitled to
certain compensatory payments under the terms of the contract. The
parties have entered into discussions to address the performance
issues.  The execution of the First Amendment to Master Amendment
Agreement followed the notification to Samsung and initial
discussions.  Senior executives of SPI and Zephyr intend to
continue discussing the issues with Samsung executives in an
attempt to find a broader resolution related to the matter.

Zephyr and the remaining other assets of SPI, represent non-core
assets of the Company's business that are being actively marketed
for sale.  The assets and liabilities of Zephyr and SPI and the
associated activities of these entities are reported as
discontinued operations on the Company's financial statements.  The
debt amounts due under the Master Amendment Agreement are secured
by substantially all of Zephyr's assets and a pledge of all of the
shares of Zephyr held by SPI.  The Company has no obligation to
service the debt payments and has not provided any guarantees
associated with the debt obligation to Samsung.

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel reported a net loss attributable to stockholders of
$23.04 million in 2013, a net loss attributable to stockholders of
$30.9 million in 2012 and a net loss attributable to common
stockholders of $38.5 million in 2011.


RBLT PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: RBLT Properties, LLC
        13108 Albers Street
        Sherman Oaks, CA 91401

Case No.: 15-10287

Chapter 11 Petition Date: January 29, 2015

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Victoria S. Kaufman

Debtor's Counsel: Alan F Broidy, Esq.
                  LAW OFFICES OF ALAN F. BROIDY, APC
                  1925 Century Park E 17th Fl
                  Los Angeles, CA 90067
                  Tel: 310-286-6601
                  Fax: 310-286-6610
                  Email: alan@broidylaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sarah Ferman, co-trustee of member.

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


RIVERBOAT CORP: Moody's Withdraws B3 Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Riverboat
Corporation of Mississippi, Inc., the owner/operator of the Golden
Nugget Biloxi Hotel and Casino.

Ratings withdrawn are:

Corporate Family Rating (CFR) rated B3

Probability of Default Rating (PDR) rated Caa1-PD

$5 million guaranteed first out senior secured revolver due June
2016 rated Ba3 (LGD 1)

Ratings Rationale

Moody's has withdrawn the ratings of Riverboat because it believes
it has insufficient or otherwise inadequate information to support
maintenance of the ratings.



ROADMARK CORPORATION: Section 341(a) Meeting Set for March 3
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Roadmark
Corporation, pka RMK Holdings, Inc., has been set for March 3,
2015, at 10:00 a.m. at Raleigh 341 Meeting Room.  General proofs of
claim are due by June 1, 2015.  For governmental units, the bar
date will be on July 27, 2015.

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

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

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.

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.

The Debtor disclosed total assets of $14.5 million and total
liabilities of $15.0 million in its schedules of assets and
liabilities.


ROCKWELL MEDICAL: Pays off $18.9 Million Hercules Debt
------------------------------------------------------
Rockwell Medical, Inc., voluntarily paid off and terminated its
Loan and Security Agreement, dated as of June 14, 2013, with
Hercules Technology III, L.P., according to a regulatory filing
with the U.S. Securities and Exchange Commission.  The payoff
amount of $18.9 million included principal, accrued and unpaid
interest, fees, costs and expenses payable under the Loan
Agreement, including an end of term charge of $1.10 million.  In
connection with that repayment, Hercules terminated its security
interest in the assets of the Company subject to the Loan
Agreement.  The early repayment was required by the Company's
Exclusive Distribution Agreement, dated Oct. 2, 2014, with Baxter
Healthcare Corporation.

The loan under the Loan Agreement was due on March 1, 2017, and
bore interest at the greater of (i) 12.50% plus the prime rate as
reported in The Wall Street Journal minus 3.25%, or (ii) 12.50%.
Amounts outstanding under the Loan Agreement bore interest at
12.50%.  Monthly principal and interest payments were due on the
loan following Aug. 31, 2014, through the maturity date.

                           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: DBRS Cuts Issuer Rating to BB(low) on Albertson's Deal
-------------------------------------------------------------------
DBRS Limited has downgraded the Issuer Rating of Safeway Inc. to BB
(low) from BBB and its Senior Unsecured Debt rating to B from BBB
with a recovery rating of RR6; the trends are Stable.  DBRS has
also changed the name of the rated security to Senior Secured
Second-Lien Notes and discontinued Safeway's commercial paper
rating at Safeway's request.  These actions follow the Company's
announcement that it has all necessary regulatory approvals for and
its shareholders have voted in favour of the proposed transaction
under which Albertson's Holdings LLC (Albertson's or the Company),
the direct owner of Albertsons LLC, will acquire all outstanding
shares of Safeway.

DBRS has removed the ratings from Under Review with Negative
Implications.  On March 3, 2014, DBRS placed Safeway's ratings
Under Review with Negative Implications following the Company's
announcement that it was considering a possible transaction
involving its sale.

Under the terms of the transaction, each outstanding common share
of Safeway will be converted into $32.50 in cash and a pro rata
portion of any net proceeds with respect to certain sales of
Safeway's interest in Casa Ley and Property Development Centers,
LLC (PDC) if completed before the acquisition or value rights if
the sales are not fully completed by the close of the acquisition.
In addition, Safeway shareholders will receive a pro rata portion
of after-tax amounts received by Safeway as dividends or
distributions in respect of Casa Ley or that are paid from the
operating earnings of PDC.  Finally, shareholders will receive
per-day payments until close if the acquisition closes after March
5, 2015.  Debt financing arranged by Albertson's includes a Senior
Secured First-Lien Term Loan B-2 of approximately $1.4 billion, a
Senior Secured First-Lien Term Loan B-3 of $950 million and a
Senior Secured Term Loan B-4 of approximately $3.9 billion; an ABL
facility with a limit of $3.000 billion; and $1.145 billion of
Senior Secured Second-Lien Notes offered by the Company and Safeway
as co-issuers.  In addition, certain Safeway senior unsecured notes
due 2016 and 2017 will be secured by a second lien on all assets
ranking pari passu with the newly issued second-lien notes, and
approximately $750 million of Safeway senior unsecured notes due
2027 and 2031 will be secured by a second lien on substantially all
assets of Safeway.

In terms of operations, management is expected to leverage the
Company's improved size and scale and has stated that it believes
it can achieve significant synergies in the $650 million range
within four years.  Anticipated synergies will be driven primarily
by removing complexity and reducing redundant costs as well as
other efficiency-improving initiatives, including the information
technology (IT) conversion of Albertson's stores to Safeway's IT
environment.

As a result of the organizational structure, the review of
Safeway's ratings is based primarily on an analysis of the combined
entity, Albertson's.  DBRS focused its analysis on the following:
(1) Albertson's business risk profile, including potential benefits
from enhanced scale and geographic diversification as well as risks
associated with the integration and realization of potential
synergies and (2) the financial risk profile and longer-term
financial management intentions, including any deleveraging plans.

DBRS ANALYSIS
(1) Business Risk Profile
The combination of Safeway and Albertson's results in the
second-largest conventional supermarket in the United States (based
on store count and sales) and the third-largest U.S. grocery
retailer, offering a significant improvement in size and scale with
pro forma revenue of approximately $45 billion and pro
forma-adjusted EBITDA before synergies of approximately $1.8
billion.  The business risk profile of the combined entity is
further supported by its solid market positions, well-recognized
brands, geographic diversification across 18 states in the Western
and Southern parts of the United States and significant real estate
ownership.

(2) Financial Risk Profile
In terms of financial profile, Albertson's is expected to have
balance sheet debt (including capital leases) of approximately $9.9
billion on a consolidated basis.  Combined with pro forma earnings,
DBRS estimates that the combined entity will have lease-adjusted
debt-to-EBITDAR of approximately 5.64 times (x) and lease-adjusted
EBITDA coverage of approximately 3.10x, credit metrics considered
to be in the B range of ratings.  That said, the combined entity
should nevertheless generate meaningful levels of free cash flow
(based on relatively stable operating cash flow as a food retailer
and declining capex levels) and could deleverage significantly
through a combination of mandatory and optional debt repayment as
well as earnings growth.

DBRS believes that Safeway's Issuer Rating is best positioned in
the BB (low) rating category, with a Stable trend, reflecting both
the material increase in leverage and the investment-grade
characteristics of the combined entity's business profile.

Pursuant to its announced plans and the change of control
provisions contained in certain of Safeway's senior unsecured notes
maturing in 2019, 2020 and 2021, Safeway has made an offer to
repurchase such outstanding senior unsecured debt (other than the
2016/2017 and 2027/2031 notes discussed above).  Any of the notes
maturing in 2019 which are not repurchased will be secured with the
same collateral package as the 2016/2017 notes as described above
and any of the 2020/2021 notes that are not repurchased will be
secured with the same collateral package as the 2027/2031 notes as
described above.


SAFEWAY INC: Moody's Assigns B1 CFR & Cuts Legacy Notes to B2
-------------------------------------------------------------
Moody's Investors Service withdrew Safeway Inc.'s Baa3 issuer
rating, assigned the company a Corporate Family Rating at B1, a
probability of default rating at B1-PD and simultaneously
downgraded Safeway Inc.'s commercial paper rating to not-prime.
Additionally, Moody's downgraded the ratings of Safeway's legacy
notes to B2. The legacy notes will be part of Albertson's Holdings
LLC's ("Albertson's") capital structure. The outlook is stable. The
downgrade follows the announcement from Safeway and AB Acquisition
LLC that they have received clearance from the U.S. Federal Trade
Commission for their proposed merger which was announced on March
6, 2014.

This concludes Moody's ratings review for Safeway.

Safeway's corporate family rating and probability of default rating
will be withdrawn subsequent to the closing of the merger. After
the closing of the merger Safeway will be a wholly owned subsidiary
of Albertson's (B1 Stable).

Ratings Rationale

Safeway's B1 Corporate Family Rating anticipates the closing of the
merger and reflects the sizable scale and well established regional
brands of the combined company. Safeway has a good store base with
over ninety percent of its stores converted to the Lifestyle format
with modest capital expenditures required for their maintenance.
Ratings are also supported by the company's significant store
ownership and very good liquidity. Although the combined company's
proforma credit metrics will be weak at closing Moody's expect them
to improve significantly in the near to medium term - debt/EBITDA
and EBITA/interest including lease and pension adjustments is
expected to be about 5.75 times and about 1.75 times respectively
within 18 months of closing of the transaction. Albertson's
management has vast experience in the food retailing space and has
demonstrated its ability to turnaround underperforming assets and
the ratings reflect Moody's expectation that operating performance
of the stores will improve as price investments lead to increased
traffic and volume. Operating efficiencies and strategic
initiatives to minimize costs are also expected to reduce expenses
and improve cash flow generation. The ratings also reflect the
execution and integration risks associated with the merger and the
financial policy risk associated with ownership by a financial
sponsor.

The legacy notes which are currently unsecured will be secured once
the merger is closed and include the $150 million 2027 notes and
$600 million 2031 notes which have no change of control provision.
Legacy notes will also include the remaining stub portions of notes
that have change of control provisions but have not been put back
to the company. The result of the change of control offer to
purchase these notes is yet to be determined but is expected to be
leverage neutral as for each dollar (up to $645 million) of these
Safeway legacy notes that remain outstanding and are not put back
to Safeway as a result of the change of control purchase offer,
Albertson's will need to reduce the same amount of Albertson's
senior secured notes issued to fund the merger and which are
currently held in escrow. The 2016, 2017 and 2019 notes will be
secured by assets of Albertson's and Safeway while the 2020, 2021,
2027 and 2031 notes will be secured by Safeway assets only.

The following ratings are withdrawn:

Issuer rating at Baa3 (review for downgrade)

The following ratings are downgraded and will be withdrawn at
closing:

Commercial Paper rating at Not-Prime from P-3

The following ratings are assigned and will be withdrawn at
closing:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

The following ratings are downgraded

$80 million notes due 2016 at B2 (LGD 4) from Baa3 (review for
downgrade)

$100 million notes due 2017 at B2 (LGD 4) from Baa3(review for
downgrade)

$500 million notes due 2019 at B2 (LGD 4) from Baa3(review for
downgrade)

$500 million notes due 2020 at B2 (LGD 5) from Baa3(review for
downgrade)

$400 million notes due 2021 at B2 (LGD 5) from Baa3(review for
downgrade)

$150 million notes due 2027 at B2 (LGD 5) from Baa3(review for
downgrade)

$600 million notes due 2031 at B2 (LGD 5) from Baa3(review for
downgrade)

The outlook also incorporates Moody's expectation that the
company's credit metrics will improve through increased EBITDA
generation and debt repayments.

Ratings could be upgraded if debt/EBITDA approaches 5.0 times,
EBITA/interest is sustained above 1.75 times, financial policies
remain benign and liquidity remains very good.

Ratings could be downgraded if debt/EBITDA is sustained above 6.25
times and EBITA/interest is sustained below 1.5 times. Ratings
could also be downgraded if financial policies become aggressive or
if liquidity deteriorates or if the integration of the Safeway
stores with Albertson's does not result in expected synergies and
improvement in overall profitability of the combined company.

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

Safeway Inc. is one of the top two supermarket chains in North
America. Safeway's stores are predominantly located in the Western
US, Texas, and the Mid-Atlantic regions.



SAGE COLLEGES: Moody's Affirms B3 Rating on 1999A Fixed Rate Bonds
------------------------------------------------------------------
Moody's Investors Service affirms the B3 rating on The Sage
Colleges' long-term debt rating on the Series 1999A fixed rate
bonds issued through the City of Albany Industrial Development
Agency (Albany IDA, $7.5 million outstanding at June 30, 2014) and
the underlying rating on the Series 2002A variable rate demand
bonds issued through the Rensselaer County Industrial Development
Agency (Rensselaer IDA, $5.7 million outstanding at June 30, 2014).
The outlook is negative.

The Series 2002A bonds also carry an enhanced rating of A2/VMIG 1
based on Moody's joint default rating methodology and letter of
credit (LOC) provided by Manufacturers and Traders Trust Company
(M&T, rated A2/P-1 negative), which has a stated expiration date of
June 30, 2015.

Summary Rating Rationale

The B3 rating and negative outlook for The Sage Colleges reflects
ongoing operating challenges due to stagnant net tuition revenue in
an intensely competitive student market. Factored into the B3
rating is very weak liquidity and considerable bank debt with
renewal and acceleration risks. There is a concentration of
exposure to a single bank currently rated A2/P-1 with a negative
outlook. This bank provides the LOC for the Series 2002A bonds.
Should these bonds fail to be remarketed and become bank bonds, the
bank could demand immediate repayment. This situation would be
highly challenging for the college to accommodate given its
liquidity profile. The LOC will need to be renewed or replaced by
June 30, 2015. Nearly all of the university's unrestricted funds
are held as collateral for a cyclical cash flow operating line of
credit from the same bank, which places the Series 1999A fixed rate
bondholders in a subordinate position that could negatively impact
expected recovery in the event of default.

Further downward momentum is precluded at this time due to somewhat
improved FY 2014 operating results. At the half year mark,
improvement is continuing in FY 2015 due to management's
willingness and ability to institute budgetary cuts. Management has
taken steps as well to improve liquidity within its endowment
assets via the approved reclassification of certain funds which had
carried restrictions. Recent changes in management are expected to
provide the colleges with stronger budgeting and financial modeling
capacity, as well as enhance academic programming and student
enrollment trends.

Outlook

The negative outlook reflects The Sage Colleges' substantial
exposure to bank facility renewal risk, limited headroom for error,
and potential acceleration of debt, particularly given extremely
thin liquidity. The outlook also acknowledges the continuing fiscal
challenges and the stiff competition for students in the Albany, NY
region.

What Could Make The Rating Go Up

A stable outlook could be driven by:

-- A significant change to debt structure to limit
    exposure to renewal and liquidity risk

The rating could be upgraded by:

-- Substantial improvement in liquidity position and
    non-reliance on external liquidity for operations

-- Sustained balanced operations in the near term

-- Stabilization of enrollment and growth of net tuition revenue

What Could Make The Rating Go Down

-- Acceleration of bank debt

-- Failure to renew needed operating line and letter of credit

-- Continued deterioration in liquidity and operations

-- Reduced covenant headroom

Obligor Profile

The Sage Colleges consist of Russell Sage College for Women in
Troy, the coeducational Sage College of Albany, and the Sage
Graduate Schools (Esteves School of Education, School of Health
Sciences, and School of Management) operating on both campuses, and
Sage Online. Sage offers undergraduate and graduate degrees, as
well as continuing education programs.

Legal Security

The Series 1999A and 2002A bonds are general obligations of the
college.

The Series 1999A have a debt service reserve fund ($813,935 as of
June 30, 2014). There are no financial covenants.

The Series 2002A LOC has a debt service coverage ratio covenant of
1.0 times (Sage calculations as of June 30, 2014 of 1.5 times,
excluding the operating line of credit). If the bonds are not
remarketed, the bank has the option to demand repayment of the
bonds in full which could result in more rapid deterioration of
Sage's credit profile. Management reports there have never been
remarketing disruptions of the Series 2002A bonds.

The FNFG term loan has a first lien on certain land, buildings and
equipment. There are no financial covenants pursuant to this lien,
but a cross-default provision exists. The operating line of credit
is secured by $4.1 million of unrestricted cash and investments and
$2.0 million in liens on certain college property.

Use Of Proceeds. Not applicable.

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



SHASTA ENTERPRISES: Court Approves FFWP as Trustee's Counsel
------------------------------------------------------------
Hank M. Spacone, the Chapter 11 Trustee for Shasta Enterprises,
sought and obtained permission from the Hon. Michael S. McManus of
the U.S. Bankruptcy Court for the Eastern District of California to
employ Felderstein Fitzgerald Willoughby & Pascuzzi LLP ("FFWP") as
his bankruptcy counsel.

The Chapter 11 Trustee requires FFWP to:

   (a) advise and represent the Trustee with respect to bankruptcy

       matters and proceedings in this Bankruptcy Case;

   (b) assist the Trustee in obtaining the use of cash collateral
       and potentially selling the Debtor's assets or business;

   (c) assist the Trustee with the preparation of and confirmation

       of a plan or plans of reorganization or liquidation; and

   (d) advise and represent the Trustee with respect to possible
       motions for relief from stay filed by the Debtor's secured
       creditors.

FFWP will be paid at these hourly rates:

       Steven H. Felderstein, Managing Partner    $595
       Donald W. Fitzgerald, Partner              $495
       Thomas A. Willoughby, Partner              $495
       Paul J. Pascuzzi, Partner                  $475
       Jason E. Rios, Partner                     $405
       Jennifer E. Niemann, Counsel               $395
       Holly A. Estioko, Associate                $350
       Karen L. Widder, Legal Assistant           $195

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

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

FFWP can be reached at:

       Donald W. Fitzgerald, Esq.
       FELDERSTEIN FITZGERALD
       WILLOUGHBY & PASCUZZI LLP
       400 Capitol Mall, Suite 1750
       Sacramento, CA 95814
       Tel: (916) 329-7400
       Fax: (916) 329-7435
       E-mail: dfitzgerald@ffwplaw.com

                       About Shasta Enterprises

Redding, California-based Shasta Enterprises, dba Vidal Vineyards,
dba Silverado Knolls, dba Villa Vidal Vineyards, sought bankruptcy
protection (Bankr. E.D. Cal. Case No. 14-30833) on Oct. 31, 2014.
The case is before Judge Michael S. McManus.  The Debtor's counsel
is David M. Brady, Esq., at Law Office of Cowan & Brady, in
Redding, California.

The Debtor lists total assets of $33.4 million and total debts of
$21.5 million.  The petition was signed by Antonio Rodriguez,
general partner.

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


SPENDSMART NETWORKS: Hernandez-Ellsworth Resigns as President
-------------------------------------------------------------
William Hernandez-Ellsworth resigned from his position as president
of SpendSmart Networks, Inc., effective as of Jan. 26, 2015,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.  Mr. Hernandez-Ellsworth's departure from his
position as president was not the result of any disagreements with
the Company.

In conjunction with his resignation, on Jan. 29, 2015, the Company
entered into an agreement with Mr. Hernandez-Ellswort pursuant to
which Mr. Hernandez-Ellsworth will remain employed by the Company,
on an as needed basis, for a one year term commencing on the
Effective Date and will be paid an annual salary of $120,000.
Additionally, Mr. Hernandez-Ellsworth will:

   (i) be permitted to participate in any group life,
       hospitalization or disability insurance plans, health
       programs, retirement plans, fringe benefit programs and
       other benefits that may be available to employees of the
       Company;

  (ii) will have 50,000 unvested shares of Non-Qualified Stock
       Options issued on March 19, 2014, and 112,500 unvested
       shares of Incentive Stock Options issued on March 21, 2014,

       become fully vested; and

(iii) the provisions in Mr. Hernandez-Ellsworth Incentive Option
       that requires he exercise all vested and unexercised
       options within 90 days of his departure from the Company
       will be deleted and will no longer apply.  

The Agreement also contains customary confidentiality and non-
solicitation provisions.

                      About SpendSmart Networks

SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues.  These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems.  We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets.  The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.

For the 12 months ended Sept. 30, 2013, the Company reported a net
loss and comprehensive loss of $12.6 million on $1.02 million of
revenues compared with a net loss and comprehensive loss of $21.09
million on $1 million of revenues for the same period in 2012.

As of Sept. 30, 2014, the Company had $12.02 million in total
assets, $1.92 million in total liabilities and $10.1 million in
total stockholders' equity.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred net losses since inception and has an
accumulated deficit at Dec. 31, 2013.  These factors among others
raise substantial doubt about the ability of the Company to
continue as a going concern.


SPRINGS INDUSTRIES: Acquisition Plan No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service said Springs Industries Inc.'s
announcement that it had entered into a nonbinding letter of intent
to acquire an unnamed company for $55 to $65 million is credit
positive because it enhances the company's market position and
growth potential in the commercial channel and because of Springs'
good track record of integrating strategic acquisitions. Despite
the operational benefits, the potential acquisition does not affect
Springs' B2 Corporate Family Rating (CFR) or its stable outlook
because leverage remains high and will temporarily increase because
of the acquisition.

The principal methodology used in rating Springs was the Consumer
Durables Industry methodology published in September 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.

Springs Industries, Inc., headquartered in Middleton, Wisconsin,
designs and manufactures window coverings under the Bali and Graber
brands, as well as for various retailers' private label offerings.
Custom-made products represent roughly 79% of revenue and product
lines include hard and soft window coverings, roller shades,
drapery, drapery hardware, shutters, solar shades, and window
accessory products. Springs was acquired by Golden Gate Capital
(Golden Gate) in June 2013 for approximately $640 million. The
company had pro forma net sales of approximately $690 million for
the year ended December 31, 2014.



STARR PASS: Pima County Balks at Plan Approval
----------------------------------------------
Secured Creditor Pima County objects to confirmation of Starr Pass
Residential, LLC's Plan of Reorganization dated Dec. 9, 2014, on
these grounds:

   -- The Debtor's Plan does provide for payment of Pima County's
non-dischargeable, secured claims (i.e., the outstanding tax
liabilities).  The Plan, however, fails to account for the
statutory 16% interest for any potential delinquent taxes.

   -- The Debtor's Plan has incorrectly listed all secured property
tax creditors as unimpaired creditors.

Pima County suggests these amendments to the Plan:

   1. The language of the Plan be amended to ensure receipt of full
payment of Parcel A's outstanding real property tax debts within a
period no later than 60 months from the date of the order of
relief, regardless of when the Effective Date might become; and

   2. The Plan must include Pima County's status as an impaired
creditor having the ability to vote for acceptance or rejection of
the Plan.

Pima County is a secured creditor with timely filed claim (No. 4)
for 2014 real property taxes on parcel no. 116-27-1600 (3555 West
Starr Pass Boulevard, Tucson, Arizona -- Parcel A, and parcel no.
116-27-7840 (Coyote Pass Amended Block B Reclaimed Water Reservoir
in Pima County, Arizona -- Parcel B).

                             The Plan

According to the Disclosure Statement, the Plan provides for full
payment to all holders of Allowed Claims either on the Effective
Date of the Plan, or shortly thereafter, or as creditors may
otherwise agree.  The source of payment are from or among the
following: (1) third-party funding; (2) compensation for the use of
the pond by receiver or lender; (3) exit financing if necessary;
and (4) monetary recovery from damages for claims currently pending
in the State Court Action.

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

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

Pima County's attorneys can be reached at:

         Barbara Lawall, Esq.
         Pima County Attorney
         Civil Division
         Grant Winston, Esq.
         David W. Krula, Esq.
         Deputy County Attorneys
         32 North Stone Avenue, Suite 2100
         Tucson, AZ 85701
         Tel: (520) 740-5750
         E-mail: Grant.Winston@pcao.pima.gov
                 pcaocvbk@pcao.pima.gov

                   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 Bankruptcy Court 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.



STATE FISH: Section 341(a) Meeting Scheduled for Feb. 23
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of State Fish Co.,
Inc., aka AW HPP Food Services, will be held on Feb. 23, 2015, at
10:00 a.m. at RM 7, 915 Wilshire Blvd., 10th Floor, in Los Angeles,
California.

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

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

State Fish Co., Inc., and Calpack Foods, LLC, filed voluntary
Chapter 11 bankruptcy petitions (C.D. Cal. Lead Case No. 15-11084)
on Jan. 26, 2015.  The petitions were signed by George P. Blanco as
authorized representative.  The Hon. Sandra R. Klein presides over
the jointly administered cases.  Amir Gamliel, Esq., and Alan D
Smith, Esq., at Perkins Coie LLP, serve as the Debtors' counsel.
George Blanco, at Avant Advisory Group, acts as chief restructuring
officer.  State Fish estimated assets and liabilities of $10
million to $50 million.

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


SUNTECH AMERICA: U.S. Trustee Forms Creditors' Committee
--------------------------------------------------------
The U.S. Trustee for Region 3 appointed three creditors of Suntech
America, Inc., and Suntech Arizona, Inc. to serve on an official
committee of unsecured creditors:

   (1) Gintech Energy Corp.
       Attn: Andries Schutte, Legal Director
       No. 21, Kebei 1st Road
       Hsinchu Science Park, Jhunan Township
       Miaoli County, Hsunhu, Taiwan, 350
       Phone: 886-2-2656-2000
       Fax: 886-2-2656-0583.

   (2) The Solyndar Residual Trust
       Attn: R. Todd Neilson
       Solyndra Residual Trustee
       Berkeley Research Group, LLC
       2049 Century Park East, Suite 2525
       Los Angeles, CA 90067
       Phone: 310-499-4934
       Fax: 310-557-8982

   (3) Wuxi Suntech Power Co., Ltd.
       Attn: Dongxia Hang, Legal General Counsel
       9 Xinhua Road New District Wuxi
       Jiangsu Province PRC
       Phone: 86-510-8531-8661,
       Fax: 86-510-8534-4214-7701.

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

                       About Suntech America

Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and
15-10056) on Jan. 12, 2015.  Judge Christopher S. Sontchi presides
over the case.

Mark D. Collins, Esq., Paul Noble Heath, Esq., William A.
Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors' bankruptcy counsel.  Upshot
Services LLC is the Debtors' claims and noticing agent.

The Debtors estimated their assets at between $100 million and $500
million, and their debts at between $100 million and $500 million.

Headquartered in San Francisco, California, Suntech America, aka
Suntech Power, an affiliate of Wuxi, China-based Suntech Power
Holdings Corp., was the main operating subsidiary of the Suntech
Group in the Americas and its primary business purpose was acting
as an intermediary for marketing, selling and distributing Suntech
Group manufactured products.


TARGA RESOURCES: S&P Assigns 'B+' CCR & Rates $1.1BB Facility 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Targa Resources Corp.  The outlook is
stable.

At the same time, S&P assigned its 'B+' issue-level rating and '4'
recovery rating to the company's $1.1 billion senior secured credit
facility, comprising a $430 million term loan and a $670 million
revolving credit facility.  The '4' recovery rating indicates that
lenders can expect average (30% to 50%) recovery if a payment
default occurs.  S&P's recovery expectations are in the upper half
of the 30% to 50% range.

The 'B+' corporate credit rating on TRC reflects a three-notch
downward revision from the 'BB+' pro forma stand-alone credit
profile (SACP) of master limited partnerships Targa Resources
Partners L.P. (TRP) and Atlas Pipeline Partners L.P. (Atlas).  The
downward notching stems from the structural subordination of
Targa's and Atlas' debt relative to Targa.  TRC's sole source of
cash flow comes from its upstream distributions from Targa.

The stable outlook on TRC reflects S&P's expectation for continued
stability in the distribution payments it receives from its
ownership interest in Targa Resources Partners and that TRC will
maintain stand-alone debt to EBITDA below 4x.

Absent a downgrade of Targa, we could lower the ratings on TRC if
it sustains stand-alone debt to EBITDA above 4x.

Apart from an upgrade of Targa, S&P is not contemplating higher
ratings on TRC at this time, absent a more conservative financial
policy, namely stand-alone debt to EBITDA below 2x.



TREETOPS ACQUISITION: Gets Feb. 12 Confirmation Hearing
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that Treetops Resort, a golf, ski and spa resort in Gaylord,
Michigan, obtained preliminary approval of the disclosure statement
explaining its reorganization plan and has a Feb. 12 confirmation
hearing.

As previously reported by The Troubled Company Reporter, the
reorganization plan that would allow a purchaser of more than $13
million in senior secured debt to convert the obligation into
ownership of the reorganized project.  Under the proposed plan, tax
claims would be paid over five years while most secured creditors
will keep their liens and receive deferred cash payments until
fully paid.  General unsecured creditors wouldn't get any
distributions and existing interests will be canceled.

                    About Treetops Acquisition

Headquartered in Gaylord, Michigan, Treetops Acquisition Company,
LLC -- dba Treetops Land Company, LLC; Treetops Enterprises, LLC;
Treetops; Treetops South Village Property Management; Association,
INc.; Treetops Sylvan Resort; Treetops Jones Estates Property
Owners Association, Inc.; Treetops Resort; Treetops Holding
Company; Treetops Realty, Inc.; Treetops Land Development Company,
LLC; Treetops Tradition Condominium Association, Inc.; Treetops
North Estates Condominium Association, Inc.; and Sylvan Resort --
owns Treetops Resort and Spa, a northern Michigan golf and ski
destination, and features prominent auto industry investors.

Treetops Acquisition filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Mich. Case No. 14-22602) on Nov. 25, 2014,
estimating its assets at $1 million to $10 million and its
liabilities at $10 million to $50 million.  The petition was
signed by Richard B. Owens, general manager.

Jason W. Bank, Esq., at Kerr, Russell And Weber, PLC, serves as
the Debtor's bankruptcy counsel.


TRUMP ENTERTAINMENT: Creditors Find Holes in Icahn's Liens
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that the Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Trump Entertainment Resorts Inc., complained
that the casino operator didn't give valid liens on so-called cage
cash to funds affiliated with Carl Icahn, the dominant holder of
$286 million in first-lien notes.

According to Mr. Rochelle, the committee believes that New Jersey
law doesn’t permit a lien on cage cash, which was $17.5 million
at the onset of bankruptcy.  Cage cash is money required by the
state to be immediately available to pay gamblers' winnings, Mr.
Rochelle explained.

As previously reported by The Troubled Company Reporter, citing
Bloomberg News, the committee asked permission from the court to
sue a lender group led by Mr. Icahn, saying some of its claims on
the casino company's assets aren't valid.  The committee said a
successful lawsuit could bring in "tens of millions" of dollars.

                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 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: Taj Mahal Workers Protest Before Icahn
-----------------------------------------------------------
Sara Randazzo, writing for Daily Bankruptcy Review, reported that a
group of Atlantic City, N.J., casino workers rallied outside
billionaire Carl Icahn's Manhattan office to protest benefit cuts
made as part of a protracted battle to keep the Trump Taj Mahal
from closing.  According to the report, the employees lost their
health-care and pension benefits at the beginning of the year
following a bankruptcy judge's decision to let the Taj Mahal stop
honoring the terms of a union contract that protects some 1,000
waitresses, bartenders, housekeepers and cooks at the beleaguered
casino.

                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: To Make Law on Labor-Contract Dispute
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that a dispute involving two casinos in Atlantic City, New Jersey,
owned by Trump Entertainment Resorts Inc. will produce the first
appellate-level decision on a labor-law issue that has divided
lower courts.

The outcome, according to Mr. Rochelle, may mean some bankrupt
companies can be stuck with onerous collective-bargaining
agreements and forced to liquidate.

Mr. Rochelle pointed out that lower courts in New York, New Jersey
and Delaware disagree over whether a bankruptcy judge possesses the
power to modify a labor contract that, by its terms, has already
expired.  Unite Here Local 54 asked the U.S. Court of Appeals for
the Third Circuit to weigh an October decision by U.S. Bankruptcy
Judge Kevin Gross in Wilmington, who, siding with the casino
operator, claimed the power to reduce wages or benefits set out in
expired contracts, the report related.

                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 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 Resorts, Inc., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a joint plan of
reorganization, which is supported by First Lien Lenders led by
Carl Icahn.  Under the Plan, the First Lien Lenders have agreed in
principal to receive the new equity of Reorganized TER and provide
$13.5 million to, among other things, repay obligations under the
DIP Loan, pay certain administrative and priority claims, and
finance the ongoing working capital and other general corporate
purposes of the Reorganized Debtors.

The First Lien Lenders will receive, in the aggregate, 100% of the
shares of the New Common Stock to be issued by Reorganized TER on
a fully diluted basis.  Holders of General Unsecured Claims,
estimated to total $212,000,000, will receive, in the aggregate,
$1,000,000 and the litigation trust interests in full satisfaction
of their claims.


TRUSTMARK GROUP: A.M. Best Affirms 'bb' Debt Rating
---------------------------------------------------
A.M. Best Co. has affirmed the financial strength ratings of A-
(Excellent) and the issuer credit ratings (ICR) of "a-" of
Trustmark Insurance Company, Trustmark Life Insurance Company
(Trustmark Life) (both domiciled in Lake Forest, IL) and Trustmark
Life Insurance Company of New York (Trustmark Life NY) (Albany, NY)
(collectively referred to as Trustmark).

Concurrently, A.M. Best has affirmed the ICR of "bbb-" of the
holding company, Trustmark Group, Inc. (TGI) and the debt rating of
"bb" on $75 million floating rate trust preferred securities, due
2035 ($39 million currently outstanding), issued by Trustmark
Finance Trust I.  The outlook for all ratings is stable.

The ratings reflect Trustmark's successful exit from the fully
insured major medical product line, trend of favorable earnings,
solid risk-adjusted capitalization and diversity in product
offerings.  Trustmark exited the fully insured major medical
product line at the end of 2014 and has successfully transitioned
its small-group block of business to self-funding.  Furthermore,
the organization continues to expand its small-group medical
stop-loss products into additional states.  Trustmark has reported
consistent profitability, which has allowed the organization to
maintain solid risk-adjusted capitalization levels, although
earnings have been partially offset by dividend payments to the
parent organization.  Trustmark has product diversity through its
voluntary and small-group, self-funded medical insurance product
offerings and through its non-insurance operations, which include
benefit administration and wellness offerings.

Offsetting these positive factors is the challenging operating
environment, which includes an increasing number of competitors and
the pressures of the economic environment.  Furthermore, the
small-group, self-funded product operates with narrow margins and
competition consisting of larger carriers, some of which have their
own networks.

TGI's debt-to-capital ratio is approximately 12%, which is
considered low, and the group maintains ample interest coverage.

A.M. Best believes that positive rating movement for Trustmark is
unlikely in the near to medium term.  Factors that could result in
negative rating actions include adverse trends in capital and/or
lack of profitable growth in its core lines of business.


VAIL LAKE: Plan Confirmation Hearing Slated for March 12
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
approved the adequacy of the disclosure statement explaining the
Chapter 11 plan of liquidation of Vail Lake Rancho California LLC
and its debtor-affiliates.  A confirmation hearing is set for March
12, 2015, at 10:30 a.m.

The Court set  Feb. 19, 2015, at 5:00 p.m. as deadline for
creditors to cast their votes to accept or reject the Debtors'
plan.  All ballots must be received by that date and time, and must
be sent to Michael Lauter of Sheppard Mullin Richter & Hampton LLP.
Objections, if any, are also due on Feb. 19, 2015.

In addition, the Court required the Debtors to submit a tabulation
of the ballots and its summary by Feb. 26, 2015.

                        About Vail Lake

Vail Lake Rancho California, LLC, and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water storage
capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer. Lee &
Associates Commercial Real Estate Services is the real estate
brokers of the Debtors.

The Debtors' consolidated assets, as of May 31, 2013, total
$291,016,000 and liabilities total $52,796,846.


VANTAGE DRILLING: Bank Debt Trades at 24% Off
---------------------------------------------
Participations in a syndicated loan under which Vantage Drilling
Co. is a borrower traded in the secondary market at 75.8
cents-on-the-dollar during the week ended Friday, Jan. 30, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease of
2.12 percentage points from the previous week, The Journal relates.
The Company pays 400 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 25, 2017, and carries
Moody's B3 rating and Standard & Poor's B- rating.  The loan is one
of the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended Friday among the 186
loans with five or more bids. All loans listed are B-term, or sold
to institutional investors.


VERITEQ CORP: Sells $47,500 Promissory Note to Magna Equities
-------------------------------------------------------------
VeriTeQ Corporation entered into a securities purchase agreement on
Jan. 28, 2015, with Magna Equities II, LLC, an accredited investor,
pursuant to which the Company issued and sold to Magna a
convertible promissory note, bearing interest at 12% per annum in
the principal amount of $47,500.  In accordance with the terms of
the SPA, the Company agreed to pay the Lender's expenses associated
with the transaction in the amount of $2,500.  As a result, the
Company realized net proceeds from the sale of the Note in the
amount of $45,000, which is to be used for general corporate
purposes.

The Note can be prepaid, at a redemption premium of 50%, until 90
days following the issuance date of the Note, after which the
Company has no right of prepayment.  The Note is convertible at a
price per share equal to the lesser of (i) $0.015 per share or (ii)
60% of the average of the lowest three trading prices of the
Company's common stock during the 10 trading days prior to
conversion.  If, at any time when the Note is outstanding, the
Company issues or sells, or is deemed to have issued or sold, any
shares of its common stock in connection with a subsequent
placement for no consideration or for a consideration per share
that is less than the conversion price on the date of issuance or
based on a variable price formula that is more favorable to the
Lender than the foregoing variable conversion price formula, then
the conversion price will be reduced to the amount of the
consideration per share received for such issuance or the
conversion price will be adjusted to match the Alternative Variable
Price Formula.

Meanwhile, on Jan. 23, 2015, the Company borrowed $45,000 from its
Chairman and Chief Executive Officer, Scott R. Silverman, as
evidenced by a promissory note.  The Silverman Note is payable on
demand and bears interest at a rate of 5% per annum.

On Jan. 28, 2015, Ambassador Ned L. Siegel resigned as a member of
the Company's Board of Directors.  Ambassador Siegel's resignation
did not involve any disagreement on any matter related to the
Company's operations, policies or practices, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.

                           About VeriTeQ

VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment.  VeriTeQ --
http://www.veriteqcorp.com/-- offers the world's first FDA
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care.  VeriTeQ's dosimeters provide patient safety mechanisms
while measuring and recording the dose of radiation delivered to a
patient in real time.

Veriteq Corporation reported a net loss of $15.07 million on
$18,000 of sales for the year ended Dec. 31, 2013, as compared
with a net loss of $1.60 million on $0 of sales for the year ended
Dec. 31, 2012.

As of Sept. 30, 2014, the Company had $6.77 million in total
assets, $14.0 million in total liabilities, and a $7.18 million
stockholders' deficit.

EisnerAmper LLP, in New York, 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 recurring net losses, and at Dec. 31,
2013, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.


VIVA INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: VIVA Investments Limited Liability Company
        5002 Elpine Way
        Palm Beach Gardens, FL 33418

Case No.: 15-11753

Chapter 11 Petition Date: January 29, 2015

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Paul G. Hyman, Jr.

Debtor's Counsel: Aaron A Wernick, Esq.
                  FURR & COHEN
                  2255 Glades Rd # 337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  Email: awernick@furrcohen.com

Total Assets: $1.19 million

Total Liabilities: $1.95 million

The petition was signed by Sriram Srinivasan, manager.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb15-11753.pdf


WAFERGEN BIO-SYSTEMS: AWM Reports 23.9% Stake as of Dec. 31
-----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Austin W. Marxe, David M. Greenhouse, and Adam
Stettner disclosed that as of Dec. 31, 2014, they ceased to own any
shares of common stock of WaferGen Bio-systems, Inc.  The reporting
persons previously held 2,800,000 shares of common stock of
WaferGen Bio-systems representing 44.2 percent of the shares
outstanding at Aug. 31, 2014.  

Special Situations Fund III QP, L.P., Special Situations Private
Equity Fund, L.P., and Special Situations Life Sciences Fund,  hold
shares of Common Stock and Warrants of the Issuer.  AWM Investment
Company, Inc., the investment adviser to the Funds, holds the power
to vote and the power to dispose of the Shares held by each of the
Funds.  While the Shares held by each of the Funds were previously
reported by Marxe, Greenhouse and Stettner, owners of AWM, on
Schedule 13D, reference should be made to AWM for any future
filings with the Securities and Exchange Commission relating to the
Shares held by each of the Funds.  A copy of the regulatory filing
is available for free at http://is.gd/g8oysX

In a separate filing, AWM Investment Company disclosed that as of
Dec. 31, 2014, it beneficially owned 1,400,000 shares of common
stock of Wafergen Bio-Systems Inc. representing 23.9 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/Hne6Hk

                     About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

WaferGen reported a net loss attributable to common stockholders
of $17.7 million in 2013, following a net loss attributable to
common stockholders of $8.97 million in 2012.

SingerLewak LLP, in San Jose, California, 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 operating losses and negative cash flows from
operating activities since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WAFERGEN BIO-SYSTEMS: Plans to Offer $30 Million Securities
-----------------------------------------------------------
Wafergen Biosystems, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
common stock, preferred stock, debt securities, warrants, and units
consisting of common stock, preferred stock, debt securities and
warrants or any combination of these securities, that the Company
may sell from time to time in one or more offerings up to a total
public offering price of $30.0 million on terms to be determined at
the time of sale.  The Company said it will provide specific terms
of these securities in supplements to this prospectus.

The Company's common stock is traded on the Nasdaq Capital Market
under the symbol "WGBS."  As of Jan. 23, 2015, the aggregate market
value of the Company's outstanding common stock held by
non-affiliates was $13.1 million based on 5,659,768 shares of
outstanding common stock, of which 4,236,370 shares are held by
non-affiliates, and a per share price of $3.10 which was the
closing sale price of the Company's common stock as quoted on the
Nasdaq Capital Market on Jan. 23, 2015.

A full-text copy of the Form S-1 prospectus is available at:

                       http://is.gd/Axy4lD

                   About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

WaferGen reported a net loss attributable to common stockholders
of $17.7 million in 2013, following a net loss attributable to
common stockholders of $8.97 million in 2012.

The Company's balance sheet at Sept. 30, 2014, showed
$23.5 million in total assets, $6.42 million in total liabilities
and
$17.08 million in total stockholders' equity.

SingerLewak LLP, in San Jose, California, 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 operating losses and negative cash flows from
operating activities since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WALKER LAND: Wants Continued Use of Cash Collateral Until March
---------------------------------------------------------------
Walker Land & Cattle, LLC, is asking the Bankruptcy Court for
authorization to continue using cash collateral until May 15,
2015.

On Jan. 20, 2015, the Debtor submitted corrections to the motion to
continue use of cash collateral, stating that, among other things,
Paragraph No. 7 of the motion currently reads that the Debtor seeks
a Court order allowing the "use of cash collateral from Feb. 1,
2015, through May 15, 2015."

The corrected line must read "use of cash collateral from Feb. 1,
2015 through March 15, 2015."

These parties assert interest in the Debtor's cash collateral:

1. Wells Fargo Bank asserts $20,988,377 from POC 56;

2. Rabo Agrifinance asserts $11,320,284 from POC 60-64; and

3. Commercial Credit Group, Inc. asserts $194,041 from POC 35;

4. CHS Capital, LLC.

On April 25, 2014, the Court entered a final order authorizing use
of cash collateral until Jan. 31, 2015.

According to the Debtor, it would use the cash collateral for its
farming operations pending a final determination regarding the
ongoing confirmation hearing, and a final order confirming one of
the proposed plans.

The Debtor is represented by:

         Robert J. Maynes, Esq.
         Stephen K. Madsen, Esq.
         MAYNES TAGGART PLLC
         525 S. Park Ave., Suite 2E
         P.O. Box 3005
         Idaho Falls, ID 83403
         Tel: (208) 552-6442
         Fax: (208) 524-6095
         E-mail: mayneslaw@hotmail.com
                 skmadsen.mayneslaw@gmail.com

                About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The petition was signed by Roland N. (Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.

The Debtor reported $72.7 million in total assets and $46.3 million
in liabilities.

The U.S. Trustee for Region 18 has appointed an official committee
of unsecured creditors in the case.  The Committee is represented
by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at
Davidson Backman Medeiros PLLC, in Spokane, Washington.

Secured creditor, Wells Fargo Bank, is represented by Larry E.
Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in
Boise, Idaho.

Wells Fargo and the Debtor have filed competing Chapter 11 plans.
Wells Fargo is proposing a plan of liquidation while the Debtor is
seeking approval of a reorganization plan.


WALLDESIGN INC: Centex Homes Wins Relief From Stay
--------------------------------------------------
U.S. Bankruptcy Judge Catherine Bauer granted Centex Homes relief
from the automatic stay as to Walldesign, Inc., and its bankruptcy
estate.

The Court has considered the motion at a hearing held Jan. 7,
2015.

Centex Homes is authorized to proceed in the nonbankruptcy forum to
final judgment (including any appeals) in accordance with
applicable nonbankruptcy law.  Centex Homes is permitted to enforce
its final judgment only by collecting upon any available insurance
in accordance with applicable nonbankruptcy law.

The motion was unopposed.

As reported in the Troubled Company Reporter on Jan. 6, 2015,
Centex said its claims arise under non-bankruptcy law and can be
most expeditiously resolved in the non-bankruptcy forum.  Centex
seeks recovery only from applicable insurance, if any, and waives
any deficiency or other claim against the Debtor or property of the
Debtor's bankruptcy estate.

                          About Walldesign

Walldesign Inc., incorporated in 1983, installs drywall,
insulation, plaster and provides related services to single and
multi-family construction projects throughout California, Nevada
and Arizona.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Cash flow problems slowed
payments to vendors, precipitating collection lawsuits forcing it
to seek Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-10105)
on Jan. 4, 2012.  The Debtor estimated $10 million to $50 million
in assets and debt.  

Marc J. Winthrop, Esq., Sean A. O'Keefe, Esq., and Jeannie Kim,
Esq., at Winthrop Couchot, serve as the Debtor's counsel.  Brian
Weiss of BSW & Associates serve as the Debtor's chief
restructuring
officer.  The official committee of unsecured creditors  tapped
Jones Day as its counsel.

The Court confirmed the plan of liquidation of Walldesign on July
30, 2014.  The liquidation plan was jointly proposed by the company
and the unsecured creditors' committee.  The plan calls for the
liquidation of Walldesign's assets and payments to holders of
administrative claims and other creditors entitled to distributions
of all cash on hand well as net proceeds realized from the
litigation of claims held by the estate and liquidation of other
assets.



WALLDESIGN INC: Joint Plan of Liquidation Declared Effective
------------------------------------------------------------
Walldesign, Inc., and the Unsecured Creditors' Committee notified
the Bankruptcy Court that the Effective Date of the Plan of
Liquidation is established as Jan. 2, 2015.

In this relation, pursuant to Article 3.1.2 of the Plan, the
deadline to file supplemental administrative claims is Feb. 2,
2015.

Pre-Effective Date professionals have until Feb. 15, 2015, to seek
an award with respect to a Pre-Effective Date professional fee
claim for allowance of compensation for services rendered and
reimbursement of expenses incurred through the Effective Date.

As reported in the Troubled Company Reporter on Sept. 1, 2014, the
Court confirmed the plan of liquidation of Walldesign, Inc. at the
hearing held on July 30.  The liquidation plan jointly proposed by
the company and the unsecured creditors' committee was confirmed
four months after the court approved the outline of the plan or the
so-called disclosure statement on April 18.  The plan calls for the
liquidation of Walldesign's assets and payments to holders of
administrative claims and other creditors entitled to distributions
of all cash on hand as well as net proceeds realized from the
litigation of claims held by the estate and liquidation of other
assets.

Under the plan, a liquidation trust will be created to prosecute
causes of action.  Proceeds realized from the litigation or
settlement of causes of action will be used to pay claims approved
by the court.  Priority non-tax claims will be paid in full and
any remaining amount will be distributed on a pro rata basis to
general unsecured creditors until they are fully paid.

The majority of Walldesign's creditors entitled to vote accepted
the plan, court papers show.  Class 5, which is comprised of
holders of priority non-tax claims, cast two ballots accepting the
plan.  Meanwhile, six ballots were cast by creditors holding Class
6 general unsecured claims.  One ballot in the amount of $78,988
rejected the liquidation plan while the five other ballots in the
aggregate amount of $3.37 million accepted the plan.  One more
ballot was cast accepting the plan but it wasn't counted
since the general unsecured creditor didn't file a proof of claim
and wasn't listed in the company's schedules of assets and
liabilities.  No ballots were cast by creditors holding Class 7
subordinated claims and Class 4 secured claims.  Class 4 is
comprised of claims asserted by secured creditors other than
Comerica Bank, VFS and Bello Construction, according to court
filings.

                         About Walldesign

Walldesign Inc., incorporated in 1983, installs drywall,
insulation, plaster and provides related services to single and
multi-family construction projects throughout California, Nevada
and Arizona.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Cash flow problems slowed
payments to vendors, precipitating collection lawsuits forcing it
to seek Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-10105)
on Jan. 4, 2012.  The Debtor estimated $10 million to $50 million
in assets and debt.  

Marc J. Winthrop, Esq., Sean A. O'Keefe, Esq., and Jeannie Kim,
Esq., at Winthrop Couchot, serve as the Debtor's counsel.  Brian
Weiss of BSW & Associates serve as the Debtor's chief restructuring
officer.  The official committee of unsecured creditors  tapped
Jones Day as its counsel.

The Court confirmed the plan of liquidation of Walldesign on July
30, 2014.  The liquidation plan was jointly proposed by the company
and the unsecured creditors' committee.  The plan calls for the
liquidation of Walldesign's assets and payments to holders of
administrative claims and other creditors entitled to distributions
of all cash on hand well as net proceeds realized from the
litigation of claims held by the estate and liquidation of other
assets.



WALTER ENERGY: CEO Madden to Receive $400,000 Cash Award
--------------------------------------------------------
Walter Energy, Inc., entered into an award agreement with Michael
T. Madden, the Company's senior vice president and chief commercial
officer and a current named executive officer of the Company.
According to a regulatory filing with the U.S. Securities and
Exchange Commission, the terms of the Award Agreement provide that
Mr. Madden will receive a cash award of $400,000, or approximately
1.0x his current base salary, to be paid by the Company to Mr.
Madden on the effective date of the Award Agreement.  The Award is
intended to recognize Mr. Madden's excellent individual performance
and to retain his service for three full years in a challenging
environment.  Under the terms of the Award Agreement, Mr. Madden
will be required to repay the full gross amount of the Award to the
Company if his employment with the Company is terminated by him
without good reason (as defined in the Award Agreement), which
would include a retirement by him without good reason, or by the
Company for cause (as defined in the Award Agreement) prior to the
third anniversary of the effective date of the Award Agreement.

                        About Walter Energy

Walter Energy is a leading, publicly traded "pure-play"
metallurgical coal producer for the global steel industry with
strategic access to high-growth steel markets in Asia, South
America and Europe.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,900 employees with operations in
the United States, Canada and United Kingdom.

The Company's balance sheet at Sept. 30, 2014, showed $5.64
billion in total assets, $5.18 billion in total liabilities and
$455 million in total stockholders' equity.

                            *    *    *

As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Birmingham,
Ala.-based Walter Energy to 'CCC+' from 'SD'.  S&P believes the
company's capital structure is likely unsustainable in the
long-term absent an improvement in met coal prices.

The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'.
"The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away."



WAVE SYSTEMS: Completes $3.6 Million Stock Offering
---------------------------------------------------
Wave Systems Corp. sold to investors 5,513,044 shares of its Class
A common stock at a price of $0.65 per share, yielding gross
proceeds of approximately $3.58 million.  Investors in the offering
will also receive five-year warrants to purchase an aggregate of
2,205,216 shares of Wave's Class A common stock for $0.70 per
share.  The net proceeds of the financing will be used to fund
Wave's ongoing operations.

Security Research Associates acted as placement agent in connection
with the offering.  In connection with the offering, Wave paid the
Placement Agent a cash fee of approximately $215,000, equal to 6%
of the gross proceeds paid to Wave in connection with the offering
as well as the issuance of warrants to purchase up to 330,783
Common Shares.  The warrants issued to the Placement Agent are
exercisable for three years beginning on the six-month anniversary
of the date of issuance.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave Systems reported a net loss of $20.3 million in 2013, a net
loss of $34 million in 2012 and a net loss of $10.8 million in
2011.

KPMG LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WEST CORP: Posts $48.3 Million Net Income in Fourth Quarter
-----------------------------------------------------------
West Corp. reported net income $48.3 million on $716 million of
consolidated revenue for the three months ended Dec. 31, 2014,
compared to net income of $50.3 million on $688 million for the
three months ended Dec. 31, 2013.

For the 12 months ended Dec. 31, 2014, the Company reported net
income of $158 million on $2.79 billion of consolidated revenue
compared to net income of $143 million on $2.68 billion of
consolidated revenue during the prior year.

As of Dec. 31, 2014, the Company had $3.81 billion in total assets,
$4.47 billion in total liabilities and a $660 million in
stockholders' deficit.

At Dec. 31, 2014, West Corporation had cash and cash equivalents
totaling $115 million and working capital of $370 million.

"In 2014, we delivered on our operational goals by achieving our
revenue guidance, positioning the company for a reacceleration of
growth and effectively deploying our capital," said Tom Barker,
chairman and chief executive officer of West Corporation.  "We
began 2015 by announcing the divestiture of several of our agent
services businesses which should result in a faster growing, more
profitable and ultimately more valuable company."

On Jan. 7, 2015, the Company announced it had entered into a
definitive agreement to sell several of its agent services
businesses to Alorica Inc. for approximately $275 million in cash.
The businesses being sold are reflected as discontinued operations
in the Company's consolidated financial statements.  The sale is
expected to close in the first quarter of 2015, subject to
regulatory approvals and other customary closing conditions.

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

                       http://is.gd/F8KIfI

                      About West Corporation

Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions.  West helps
manage or support essential enterprise communications with services
that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.

West Corp posted net income of $143 million in 2013 as compared
with net income of $126 million in 2012.

                          *     *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'.  The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'.  "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.


WESTMORELAND COAL: Upsizes Term Loan by $75 Million
---------------------------------------------------
Westmoreland Coal Company announced that, effective as of Jan. 22,
2015, it has amended its term loan credit agreement with the Bank
of Montreal, as administrative agent, to increase Westmoreland's
term loan by $75 million, for an aggregate principal term loan
amount of $425 million.  The amendments to the Credit Agreement
were made in connection with Westmoreland's recently completed
acquisition of Buckingham Coal Company, LLC, and further provide
that the additional $75 million term loan will be governed by the
terms and conditions of the Credit Agreement.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million in 2013, a net loss applicable to
common shareholders of $8.58 million in 2012 and a net loss
applicable to common shareholders of $34.5 million in 2011.

                           *     *     *

As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'.  "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.

Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to
the company's proposed new $300 million First Lien Term Loan, the
TCR reported on Nov. 20, 2014.  The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/ EBITDA
will track at around 5x in 2015 and 2016 and that the
company will be break-even to modestly free cash flow positive
over the same time period.


YELLOWSTONE MOUNTAIN: Blixseth Must Explain Where $13.8M Went
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that  U.S. District Judge Sam E. Haddon in Butte, Montana, said
that Timothy Blixseth, the former owner of the bankrupt Yellowstone
Mountain Club LLC, can avoid being jailed again for civil contempt
if he files papers by Feb. 6 fully explaining what happened to
$13.8 million in proceeds from the sale of a property in Mexico
belonging to the resort.

According to the report, in response to Judge Haddon's order
directing Mr. Blixseth to produce a laundry list of documents and
accountings to avoid jail a second time, Mr. Blixseth, who was
released from jail after being sent to prison for contempt, said he
needs documents from people and banks in Mexico that he doesn’t
control.

The contempt case is Glasser v. Blixseth (In re Yellowstone
Mountain Club LLC), 13-cv-00068, U.S. District Court, District of
Montana (Butte).

The contempt question before the appeals court was Blixseth
v. U.S. District Court (In re Blixseth), 14-73950, U.S. Court of
Appeals for the Ninth Circuit (San Francisco).

                     About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski  
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


YMCA MILWAUKEE: Wins Court Approval of Reorganization Plan
----------------------------------------------------------
The YMCA of Metropolitan Milwaukee on Jan. 30 disclosed that the
United States Bankruptcy Court for the Eastern District of
Wisconsin has confirmed the Milwaukee Y's plan of reorganization.
The organization voluntarily filed for Chapter 11 in June 2014 in
order to have a protective forum in which to finalize and implement
its restructuring plan, including the resolution of its remaining
debts.  Its formal plan of reorganization, which was filed with the
court on November 30, 2014 and amended on Dec. 17, 2014, received
the full consensual support from all of the organization's major
creditors.  The confirmation effectively clears the way for the
Milwaukee Y to emerge from Chapter 11 immediately.

"Since announcing our plans to restructure the Milwaukee Y in June,
we have made substantial progress towards our goal of establishing
a stronger, more focused, more sustainable non-profit
organization," said Julie Tolan, President and Chief Executive
Officer of the YMCA of Metropolitan Milwaukee.  "Throughout the
restructuring process, we have taken the necessary -- albeit at
times difficult -- actions to address our financial and operating
challenges, including reducing the size and scope of our
organization, establishing a more rationalized revenue model,
realigning our staffing and negotiating the repayment of as much
debt as possible.  As a result, we are emerging from Chapter 11 a
stronger, more focused, debt-free organization that is now
realigned for greater community impact."

Among other things, the Milwaukee Y's restructuring process
included:

   -- The sale or eventual sale of over 70% of the Y's owned
properties
   -- The regrettable closing of the South Shore Y after no buyer
could be found
   -- The sale of the Milwaukee Y's former charter school, the
Young Leaders Academy
   -- Transferring select programs to organizations better-equipped
to run them long-term
   -- Finalizing the difficult process of reducing staff by 55% to
better align with its smaller footprint
   -- Beginning to selectively rebuild the leadership team to help
drive future revenue growth, especially in the areas of sales and
development/donor relations
   -- Negotiating the distribution of available sale proceeds, cash
and assets to repay as much debt as possible, while preserving a
viable go-forward financial and operating model

As announced in June, the Milwaukee Y's smaller, more sustainable
go-forward footprint includes:

   -- Downtown YMCA, located at 161 W. Wisconsin Ave.
   -- Northside YMCA, located at 1350 W. North Ave.
Northwest YMCA (formerly the John C. Cudahy YMCA), located at 9050
N. Swan Rd.
   -- Parklawn YMCA, located at 4340 N. 46th St.
   -- Rite-Hite Family YMCA, located at 9250 N. Green Bay Rd.
   -- Camp Minikani, located on the shores of Lake Amy Belle in
Hubertus, Wis.

"All of us at the Y are very grateful for the incredible support
and sacrifice made by so many to ensure the Y's survival,"
continued Ms. Tolan.  "While there is no doubt the path to this
moment was paved with a number of challenges, we are keenly aware
that our creditors, employees, members, benefactors, partners and
others throughout the community truly stepped up in order to help
us save this 150-year-old institution.  We pledge to be effective
stewards of that goodwill as we now focus our work to champion
families in their efforts to lead healthy, productive lives."

Moving forward, the Milwaukee Y will employ more of a traditional
non-profit model with smaller margins and a larger reliance on
program revenue, philanthropy and support, versus primarily relying
on revenue from membership fees.  The organization will be
transitioning away from programs and services not core to its
mission, and instead refocusing its work in the areas of health and
wellness and non-academic youth development, including:

   -- Swim education, including identifying ways to bring swim
education into existing pool facilities in the community so more
young people and their families learn this critical skill;

   -- Corporate and community wellness that benefits businesses and
other community organizations through a dedicated emphasis on
healthy eating, group exercise, LiveSTRONG, and other programming
that improves healthy outcomes and aids in the prevention of
chronic disease;

   -- Programming, such as Silver Sneakers, that enriches the lives
of our seniors through exercise and vital social connections;

   -- Before and after school education both at the Y's existing
facilities but also expanded through new partnerships with public
and private schools in order to benefit more working families;

   -- Early childhood education, so more infants and toddlers
throughout Milwaukee can benefit from the social and emotional
development, self-discovery and experiential learning so vital to
life-long learning;

   -- Camps, including expanding the number and reach of day camps
throughout the Milwaukee area as well as bringing the rich
traditions of Camp Minikani out into the community.

Fundamentally, the Milwaukee Y will be a champion for healthy
living and support families in their efforts to lead healthy lives.
And the Y will do that in partnership with many others, including
the City, the County, schools, other non-profits and other
community leaders in order to increase effectiveness and have a
greater impact.

                      About YMCA Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The cases are assigned to Judge Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.  The
Debtors have engaged Ernst & Young LLP as their financial advisors,
and Reputation Partners, L.L.C. as their public relations advisors.
The Debtors have also tapped Fox, O'Neill & Shannon, S.C. as their
special counsel for real estate matters.

On June 30, 2014, the Official Committee of Unsecured Creditors won
approval to retain Goldstein & McClintock LLLP as its counsel,
provided that the G&M attorney who had represented the BMO
participant may not participate in representation of the Committee.
The Committee also won approval to hire Navera Group, LLC as
financial advisors.


[*] Auto Makers Recalling 2.12-Mil. Cars, SUVs Over Air Bags
------------------------------------------------------------
Mike Spector, writing for The Wall Street Journal, reported that
Honda Motor Co., Toyota Motor Corp., and Fiat Chrysler Automobiles
NV are recalling more 2.12 million older-model vehicles to address
air bags that can deploy inadvertently because of an electronic
part supplied by TRW Automotive Holdings Corp., federal regulators
in the U.S. said, despite earlier repairs that were supposed to fix
the problem.

According to the report, the recalled vehicles include roughly a
million 2003-2004 Pontiac Vibe, Dodge Viper and Toyota Corolla,
Matrix and Avalon cars; 750,000 2002-2003 Jeep Liberty and
2002-2004 Grand Cherokee SUVs; and 370,000 2003-2004 Honda Odyssey
minivans and 2003 Acura MDX SUVs, the NHTSA said.


[*] Court Approval Required for Mediation, Texas Judge Says
-----------------------------------------------------------
Law360 reported that a Texas bankruptcy judge ruled that mediators
get no exception from rules requiring court approval for the hiring
of "professionals," especially because mediators are often
ex-judges whose participation could otherwise look like cronyism.

According to the report, U.S. Bankruptcy Judge Jeff Bohm in Texas
ruled on the unapproved use and proposed payment of a mediator -- a
situation  he said appears not to have been directly touched on in
case law.


[*] Schulte Roth Adds Leading Litigators to Washington Office
-------------------------------------------------------------
Schulte Roth & Zabel LLP announced the addition of leading
litigators Adam S. Hoffinger as partner and Robert A. Salerno as
special counsel, resident in the firm's Washington, D.C. office.
Mr. Hoffinger will co-chair the firm's White Collar Defense &
Government Investigations Group, along with Barry A. Bohrer, a
partner in the New York office.  Mr. Hoffinger and Mr. Salerno come
to SRZ from Morrison & Foerster LLP.

Mr. Hoffinger has extensive experience counseling corporations and
individuals in compliance matters, internal investigations, and
congressional and regulatory matters.  He has defended numerous
high-ranking executives and general counsel from some of the
world's largest companies, as well as high-profile staff and
members of the Senate, Congress, White House and various government
agencies faced with federal and state criminal investigations and
indictments.  He has also represented corporations and individuals
in high-stakes litigation.

A former Assistant U.S. Attorney for the Southern District of New
York, Mr. Hoffinger received the Director's Award for Superior
Performance from the U.S. Department of Justice ("DOJ") and he is a
Fellow of the American College of Trial Lawyers.  At SRZ, he will
focus on complex civil and white collar criminal matters, including
securities, health care, the False Claims Act ("qui tam"), the
Foreign Corrupt Practices Act, export controls, money laundering,
tax, antitrust and bankruptcy.

Mr. Salerno has represented corporations and individuals in
investigations conducted by the DOJ, inspectors general and other
federal enforcement agencies, as well as in the parallel civil and
administrative proceedings that often accompany white collar
criminal matters.  He has also litigated and tried a wide variety
of commercial disputes.  In November 2014, he was nominated by
President Obama to be a judge on the D. C. Superior Court. He also
serves as a Hearing Committee Chair for the D. C. Board on
Professional Responsibility.  At SRZ, Mr. Salerno will focus his
practice on white collar defense and complex commercial
litigation.

"Consolidation of our extensive white collar defense and government
investigations talent is a strategic priority for the firm, and
Adam and Bob's addition presents the perfect platform to accomplish
this goal," said Alan S. Waldenberg, chair of the firm's Executive
Committee and chair of the Tax Group.

The SRZ Washington, D.C. office, opened in 2008, is known for its
top securities litigation, regulatory representation, government
investigations and white collar criminal defense practices.  The
addition of Messrs. Hoffinger and Salerno expands SRZ's deep bench
of lawyers who represent businesses and individuals in white collar
and government enforcement matters.

A significant group of SRZ litigation partners and counsel have
represented clients in many recent high-profile white collar
matters and in various stages of government investigations. Those
with past government experience, as well, include:

Martin L. Perschetz, co-chair of the Litigation Group, senior
partner and formerly an Assistant U.S. Attorney and Chief of the
Major Crimes Unit for the Southern District of New York;

Howard Schiffman, co-chair of the Litigation Group, senior partner
and formerly an SEC Division of Enforcement trial attorney;

Barry A. Bohrer, co-chair of the White Collar Defense & Government
Investigations Group, partner and formerly an Assistant U.S.
Attorney, Chief Appellate Attorney and Chief of the Major Crimes
Unit for the Southern District of New York;

Lisa A. Prager, partner and formerly an Assistant U.S. Attorney for
the District of Columbia and Deputy Assistant Secretary for Export
Enforcement for the U.S. Department of Commerce;

Gary Stein, partner and formerly an Assistant U.S. Attorney and
Chief Appellate Attorney for the Southern District of New York;

Peter H. White, partner and formerly an Assistant U.S. Attorney for
the District of Columbia and for the Eastern District of Virginia;

Betty Santangelo, formerly an Assistant U.S. Attorney for the
Southern District of New York;

Seetha Ramachandran, special counsel and formerly a Deputy Chief of
the Asset Forfeiture & Money Laundering Section, Criminal Division
of the DOJ and an Assistant U.S. Attorney for the Southern District
of New York; and

Michael L. Yaeger, special counsel and formerly an Assistant U.S.
Attorney for the Eastern District of New York.

"We are very excited to have Adam and Bob join our team," said
Robert M. Abrahams, co-chair of SRZ's Litigation Group.  "Bringing
a wealth of experience, they will enhance, in D.C. and firm-wide,
the robust litigation practice for which our firm is known."
Commenting on their move, Mr. Hoffinger said, "We are extremely
fortunate to join a firm with such a stellar reputation in the
legal community, a roster of highly experienced and regarded
litigators and former prosecutors, and to have the opportunity to
expand its formidable footprint in litigation, white collar defense
and government investigations."

Mr. Hoffinger also serves as an adjunct professor at George
Washington University Law School and has been an instructor at
Georgetown University Law Center's National Institute of Trial
Advocacy since 1992.  He received his J.D. from Fordham University
School of Law and a B.A. from Trinity College.  Mr. Salerno
received his J.D. from the University of Virginia School of Law and
graduated, with honors, from Brown University.

                 About Schulte Roth & Zabel LLP

Schulte Roth & Zabel LLP -- http://www.srz.com/-- is a
full-service law firm with offices in New York, Washington, D.C.
and London.  As one of the leading law firms serving the financial
services industry, the firm regularly advises clients on corporate
and transactional matters, as well as providing counsel on
regulatory, compliance, enforcement and investigative issues.  The
firm's practices include: bank regulatory; bankruptcy & creditors'
rights litigation; business reorganization; complex commercial
litigation; distressed debt & claims trading; distressed investing;
education law; employment & employee benefits; energy;
environmental; finance; financial institutions; individual client
services; insurance; intellectual property, sourcing & technology;
investment management; litigation; mergers & acquisitions; PIPEs;
private equity; real estate; real estate capital markets & REITs;
real estate litigation; regulatory & compliance; securities &
capital markets; securities enforcement; securities litigation;
shareholder activism; structured products & derivatives; tax;
trading agreements; and white collar defense & government
investigations.


[^] BOND PRICING: For The Week From January 26 to 30, 2015
----------------------------------------------------------
  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Allen Systems
  Group Inc             ALLSYS  10.500    34.000     11/15/2016
Allen Systems
  Group Inc             ALLSYS  10.500    34.000     11/15/2016
Alpha Natural
  Resources Inc         ANR      6.000    27.500       6/1/2019
Alpha Natural
  Resources Inc         ANR      9.750    34.900      4/15/2018
Alpha Natural
  Resources Inc         ANR      3.750    34.000     12/15/2017
Altegrity Inc           USINV   14.000    38.000       7/1/2020
Altegrity Inc           USINV   13.000    37.625       7/1/2020
Altegrity Inc           USINV   14.000    37.625       7/1/2020
American Eagle
  Energy Corp           AMZG    11.000    37.000       9/1/2019
American Eagle
  Energy Corp           AMZG    11.000    36.750       9/1/2019
Arch Coal Inc           ACI      7.000    24.990      6/15/2019
Arch Coal Inc           ACI      7.250    23.500      6/15/2021
Arch Coal Inc           ACI      7.250    25.373      10/1/2020
Arch Coal Inc           ACI      9.875    30.020      6/15/2019
BPZ Resources Inc       BPZ      8.500    31.625      10/1/2017
Black Elk Energy
  Offshore Operations
  LLC / Black Elk
  Finance Corp          BLELK   13.750    76.500      12/1/2015
Caesars Entertainment
  Operating Co Inc      CZR     10.000    18.750     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    21.250       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     12.750    18.750      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      6.500    25.254       6/1/2016
Caesars Entertainment
  Operating Co Inc      CZR      5.750    25.000      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    18.500     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      5.750    18.875      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.750     8.750       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.000    18.500     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    18.500     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    20.625       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.000    18.500     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    18.500     12/15/2018
Cal Dive
  International Inc     CDVI     5.000    10.000      7/15/2017
Champion
  Enterprises Inc       CHB      2.750     0.250      11/1/2037
Chassix Holdings Inc    CHASSX  10.000    11.750     12/15/2018
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    43.000     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    43.250     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    43.250     11/15/2017
Dendreon Corp           DNDN     2.875    66.000      1/15/2016
Endeavour
  International Corp    END     12.000    36.000       3/1/2018
Endeavour
  International Corp    END     12.000     3.250       6/1/2018
Endeavour
  International Corp    END      5.500     3.750      7/15/2016
Endeavour
  International Corp    END     12.000    30.875       3/1/2018
Endeavour
  International Corp    END     12.000    30.875       3/1/2018
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc      TXU     10.000     9.438      12/1/2020
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc      TXU     10.000     9.250      12/1/2020
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc      TXU      6.875     3.914      8/15/2017
Exide Technologies      XIDE     8.625     5.000       2/1/2018
Exide Technologies      XIDE     8.625     6.500       2/1/2018
Exide Technologies      XIDE     8.625     6.500       2/1/2018
FBOP Corp               FBOPCP  10.000     1.843      1/15/2009
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.879       4/2/2018
Federal Farm
  Credit Banks          FFCB     1.000   100.342      3/29/2018
Federal Farm
  Credit Banks          FFCB     0.221    99.947       2/2/2018
Federal Farm
  Credit Banks          FFCB     0.650   100.052      3/29/2017
Federal Farm
  Credit Banks          FFCB     3.200   100.275      2/11/2028
Federal Home
  Loan Banks            FHLB     0.850   100.000      5/11/2017
Federal Home
  Loan Banks            FHLB     0.510    99.991      11/4/2016
Federal Home
  Loan Banks            FHLB     1.900    99.850     11/27/2020
Federal Home Loan
  Mortgage Corp         FHLMC    1.300   100.000      8/24/2018
Federal Home Loan
  Mortgage Corp         FHLMC    1.100   100.000      2/12/2018
Federal Home Loan
  Mortgage Corp         FHLMC    0.750   100.085      4/28/2017
Federal Home Loan
  Mortgage Corp         FHLMC    0.670   100.000       2/6/2017
Fleetwood
  Enterprises Inc       FLTW    14.000     3.557     12/15/2011
GT Advanced
  Technologies Inc      GTAT     3.000    45.200      10/1/2017
Goldman Sachs
  Group Inc/The         GS       3.000   100.000      2/15/2026
Goodrich
  Petroleum Corp        GDP      8.875    40.750      3/15/2019
Goodrich
  Petroleum Corp        GDP      5.000    38.500      10/1/2032
Goodrich
  Petroleum Corp        GDP      8.875    34.625      3/15/2019
Goodrich
  Petroleum Corp        GDP      8.875    34.625      3/15/2019
Gymboree Corp/The       GYMB     9.125    38.681      12/1/2018
Hercules Offshore Inc   HERO    10.250    50.000       4/1/2019
Hercules Offshore Inc   HERO    10.250    42.375       4/1/2019
James River Coal Co     JRCC     3.125     0.356      3/15/2018
Las Vegas Monorail Co   LASVMC   5.500     3.227      7/15/2019
Lehman Brothers
  Holdings Inc          LEH      5.000    12.500       2/7/2009
Lehman Brothers Inc     LEH      7.500     9.125       8/1/2026
MF Global
  Holdings Ltd          MF       6.250    31.250       8/8/2016
MF Global
  Holdings Ltd          MF       1.875    32.000       2/1/2016
MF Global
  Holdings Ltd          MF       3.375    32.000       8/1/2018
MModal Inc              MODL    10.750    10.125      8/15/2020
Micron Technology Inc   MU       5.250   100.125       8/1/2023
Molycorp Inc            MCP      6.000    10.267       9/1/2017
Molycorp Inc            MCP      3.250    29.750      6/15/2016
Molycorp Inc            MCP      5.500    12.750       2/1/2018
Momentive Performance
  Materials Inc         MOMENT  11.500     1.875      12/1/2016
NII Capital Corp        NIHD    10.000    43.750      8/15/2016
NII Capital Corp        NIHD     7.625    22.250       4/1/2021
OMX Timber Finance
  Investments II LLC    OMX      5.540    24.438      1/29/2020
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Powerwave
  Technologies Inc      PWAV     2.750     0.125      7/15/2041
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Quicksilver
  Resources Inc         KWK      7.125     5.521       4/1/2016
Quicksilver
  Resources Inc         KWK      9.125     5.050      8/15/2019
Quicksilver
  Resources Inc         KWK     11.000    14.750       7/1/2021
RAAM Global Energy Co   RAMGEN  12.500    41.050      10/1/2015
RadioShack Corp         RSH      6.750    14.500      5/15/2019
RadioShack Corp         RSH      6.750    15.125      5/15/2019
RadioShack Corp         RSH      6.750    15.125      5/15/2019
Sabine Oil & Gas Corp   SOGC     7.250    28.261      6/15/2019
Sabine Oil & Gas Corp   SOGC     9.750    37.125      2/15/2017
Sabine Oil & Gas Corp   SOGC     7.500    26.000      9/15/2020
Sabine Oil & Gas Corp   SOGC     7.500    25.750      9/15/2020
Sabine Oil & Gas Corp   SOGC     7.500    25.750      9/15/2020
Samson Investment Co    SAIVST   9.750    31.250      2/15/2020
Saratoga Resources Inc  SARA    12.500    36.750       7/1/2016
Savient
  Pharmaceuticals Inc   SVNT     4.750     0.230       2/1/2018
Swift Energy Co         SFY      7.125    40.500       6/1/2017
TMST Inc                THMR     8.000    20.000      5/15/2013
TTX Co                  TTXCO    3.900   101.772       2/1/2045
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     9.125      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    15.750       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     9.125      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     9.250      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    14.800       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     7.625      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     8.125      11/1/2015
Tunica-Biloxi
  Gaming Authority      PAGON    9.000    65.250     11/15/2015
Walter Energy Inc       WLT      9.875    15.698     12/15/2020
Walter Energy Inc       WLT      8.500    13.500      4/15/2021
Walter Energy Inc       WLT      9.875    14.875     12/15/2020
Walter Energy Inc       WLT      9.875    14.875     12/15/2020
Western Express Inc     WSTEXP  12.500    98.000      4/15/2015
Western Express Inc     WSTEXP  12.500    94.625      4/15/2015


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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

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