TCR_Public/150203.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, February 3, 2015, Vol. 19, No. 34

                            Headlines

1011778 B.C.: Moody's Rates $7.25BB 1st Lien Loans 'B1'
620 DECATUR: Voluntary Chapter 11 Case Summary
ADVENT NETWORKS: Loses $7MM Damages Suit v. Southern Union
ALABAMA STATE: S&P Lowers Rating to 'B'; Outlook Negative
ALPHA NATURAL: Moody's Lowers Corporate Family Rating to Caa1

AMC NETWORKS: S&P Affirms 'BB' CCR; Outlook Remains Stable
AMERICAN MEDIA: Meredith Corp. Deal No Impact on Moody's Caa1 CFR
APEX LONG TERM: Tex. App. Tosses Suit Against Original Investors
ARRIS GROUP: S&P Raises CCR to 'BB'; Outlook Stable
BROOKLYN CENTER: Moody's Raises GOULT Debt Rating to Ba2

CAESARS ENTERTAINMENT: Venue Sound and Fury May Signify Nothing
CANDAX ENERGY: Makes Partial Debt Repayment; Obtains Waiver
CATHAY GENERAL: Fitch Affirms 'BB+/B' Rating; Outlook Stable
CELANESE US: S&P Affirms 'BB+' CCR; Outlook Stable
CLIFFS NATURAL: S&P Lowers CCR to 'B'; Outlook Stable

CODY SMITH: Houston Judge Bars Using Mediation as First Resort
COMMUNITY HEALTH: Fitch Affirms 'B+' IDR; Outlook Negative
CORNERSTONE HOMES: Feb. 5 Hearing on Sale of Cattaraugus Property
CRAYON ACADEMY: Case Summary & 2 Largest Unsecured Creditors
DEAN BROS: Voluntary Chapter 11 Case Summary

DELIA*S INC: Committee Proposes Kelley Drye as Counsel
DELIA*S INC: Committee Taps Capstone as Financial Advisor
DIOCESE OF HELENA: Has $1.75MM Policy Buyback With Great American
DOLTON, IL: S&P Withdraws 'BB' Rating on Previously Rated GO Debt
EAST WEST: Fitch Affirms BB- Rating on Trust Preferred Securities

ENDEAVOUR INT'L: Lease Decision Deadline Extended to May 8
EXIDE TECNOLOGIES: Inks Deal with Creditors, Amends Plan
FINDLAY TRUCK: Case Summary & 2 Largest Unsecured Creditors
FIRST HORIZON: Fitch Affirms 'B' Preferred Stock Rating
FIRST NATIONAL: Fitch Affirms 'BB+' Subordinated Debt Rating

FIRST REPUBLIC: Fitch Affirms 'BB' Preferred Stock Rating
FLYING STAR CAFES: Case Summary & 20 Largest Unsecured Creditors
FULTON CAPITAL: Fitch Affirms 'BB' Preferred Stock Rating
GERTRUDE STREET: Case Summary & 20 Largest Unsecured Creditors
HERRING CREEK: Disclosure Statement Hearing on Feb. 27

HERRING CREEK: Feb. 6 Hearing on Bid for Buyer's Concessions
HERRING CREEK: Selling 2 Properties to Dream for $18 Million
HERRING CREEK: UST & NEPCO Object to Buyers' Concessions
IBAHN CORP: Seeks Plan Extension Pending Dismissal Ruling
IPC CORP: Shift in Term Loan No Impact on Moody's B3 CFR

KIOR INC: Feb. 19 Hearing on MDA's Bid to Sue KFT Trust, 5 Others
LANTHEUS MEDICAL: S&P Revises Outlook to Stable & Affirms 'B-' CCR
LEHMAN BROTHERS: Cash Flow Increases to $90.6 Billion
LLS AMERICA: Trustee Wins C$99,250 Judgment Against CLB Holdings
LUCAS ENERGY: Lender Waives January Loan Interest Payment

LUTHERAN CHURCH: Gets Initial Stay Order from Alberta Court
MF GLOBAL: Customers May Forfeit Claims for $10.4 Million
MINERAL PARK: Fee Examiner Proposes Bernstein Shur as Counsel
NII HOLDINGS: Proposes March 20 Auction for Mexican Affiliate
OVERSEAS SHIPHOLDING: Capital Product Incurs Claim Settlement Loss

PENTECOSTAL CHURCH, FL: Case Summary & 4 Largest Unsec. Creditors
PHOENIX PAYMENT: Plan Confirmation Hearing Set for March 10
RADIOSHACK CORP: Hashing Out Auction Process with Standard General
RELIANCE INTERMEDIATE: DBRS Puts BB Issuer Rating Under Review
REVEL AC: Sale on Hold While Nightclub Appeals Terms

REVEL AC: UST Balks at Nunc Pro Tunc Employment of STFH
SALIX PHARMA: Financial Restatement No Impact on Moody's B1 CFR
SCHOOL SPECIALTY: Court Addresses Issues in Suit by Brainstorm
SEARS METHODIST: Gets Court Approval of Wells Fargo Agreement
SEARS METHODIST: Judge Approves Sears Tyler- Invesco Agreement

SEARS METHODIST: Judge Approves Sears Tyler-UMB Bank Agreement
SEARS METHODIST: Plan Outline OK'd; Confirmation Hearing on Feb. 27
SIGA TECHNOLOGIES: Wants Bonuses for Senior Executives
SIMBAKI LTD: Bankruptcy Court Refused to Dismiss Chapter 11 Case
SL GREEN: S&P Revises Outlook to Positive & Affirms 'BB+' CCR

STATE FISH: Asks for Joint Administration of Ch. 11 Cases
STATE FISH: Proposes Perkins Coie as Bankruptcy Counsel
STATE FISH: Seeks Approval to Use Cash Collateral
STATE FISH: Wants to Keep Avant's George Blanco as CRO
SUSAN MOUROUZIDIS: Court Won't Reinstate Chapter 11 Case

SYNOVUS FINANCIAL: Fitch Affirms 'BB+/B' Rating; Outlook Positive
TARGA RESOURCES: Moody's Rates $1.1 Billion Secured Loans 'B3'
TCF NATIONAL: Fitch Affirms 'BB+' Subordinated Debt Rating
TOWN CENTER FLATS: Voluntary Chapter 11 Case Summary
TRUMP ENTERTAINMENT: Plan Confirmation Hearing Set for March 12

TS EMPLOYMENT: Voluntary Chapter 11 Case Summary
VALEANT PHARMA: Oncology Foray No Impact on Moody's Ba3 CFR
WEBSTER FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating
WILLIAM HRYNKIW: First Creditors' Meeting on Feb. 9 in Toronto
WILLIAMS COMPANIES: Fitch Affirms BB Rating on Jr. Sub. Debentures

WILLIAMS PARTNERS: S&P Raises Corp. Credit Rating From 'BB+'
WINTRUST FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating
WOLF COUSINS: Case Summary & 6 Largest Unsecured Creditors
YARWAY CORP: Plan Confirmation Hearing Set for April 8
[*] Crude Price Collapse Will Cause Few Chapter 11s, Moody's Says

[*] Donald Steckroth to Join Cole Schot'z Bankruptcy Practice
[*] Justice Dept. Probing Moody's over Mortgage Deal Ratings
[^] Large Companies With Insolvent Balance Sheet

                            *********

1011778 B.C.: Moody's Rates $7.25BB 1st Lien Loans 'B1'
-------------------------------------------------------
Moody's Investors Service assigned a definitive B1 rating to
1011778 B.C. Unlimited Liability Company's (1011778 B.C.) $500
million guaranteed senior secured 1st lien revolving credit
facility and $6.75 billion guaranteed senior secured 1st lien term
loan and a definitive Caa1 rating to the company's $2.25 billion
guaranteed senior secured 2nd lien notes. In addition, Moody's
affirmed 1011778 B.C.'s B2 Corporate Family Rating (CFR), B2-PD
Probability of Default Rating (PDR) and SGL-1 Speculative Grade
Liquidity rating. Moreover, Moody's withdrew all ratings of Burger
King Capital Holdings, LLC (BKCH) and Burger King Corporation
(BKC). The outlook is stable.

The rating actions reflects the successful completion of the
transaction between Burger King Worldwide, Inc. and Tim Hortons
Inc. As part of the transaction, the proceeds from the new bank
facilities and 2nd lien notes along with approximately $3.0 billion
of 9% cumulative perpetual Series A preferred stock and $3.4
billion of new common equity and cash on hand were used to fund the
acquisition of Tim Hortons (TH) and refinance the outstanding debt
of BKC, BKCH and Tim Hortons.

Ratings Rationale

The B2 Corporate Family Rating (CFR) reflects the company's high
leverage and weak cash flow coverage metrics pro forma for the
acquisition as well as an aggressive financial policy and
significant remodeling requirements of its franchisees. Moody's
also believe that soft consumer spending and high levels of
promotional activities by competitors will continue to pressure
operating performance. However, the ratings also reflect the brand
recognition of both Burger King and Tim Horton's, meaningful scale,
diversified day part and food offerings which boosts returns on
invested capital, and very good liquidity.

Ratings affirmed are:

1011778 B.C. Unlimited Liability Company

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Speculative Grade Liquidity rating of SGL-1

Ratings assigned as definitive from provisional:

1011778 B.C. Unlimited Liability Company

$500 million guaranteed senior secured 1st lien revolving credit
facility expiring  2019 at B1 (LGD 3)

$6.75 billion guaranteed senior secured 1st lien term loan due
2021
  at B1 (LGD 3)

$2.25 billion guaranteed senior secured 2nd lien notes due 2022
at
Caa1 (LGD 5)

Ratings withdrawn:

Burger King Capital Holdings, LLC

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Burger King Corporation:

  $130 million guaranteed senior secured revolving credit facility
due 2015,
  previously rated Ba3(LGD2)

  $1030 million guaranteed senior secured term loan A due 2017,
previously
  rated Ba3(LGD2)

  $705 million guaranteed senior secured term loan B due 2019,
previously
  rated Ba3(LGD2)

The stable outlook reflects Moody's view that 1011778 B.C.'s debt
protection measures will gradually improve over the next twelve
months despite persistently soft consumer spending and intense
competition as the company reduces costs and focuses on debt
reduction above required amortization. The stable outlook also
reflects Moody's expectation that the company maintain very good
liquidity.

Factors that could result in an upgrade include a sustained
strengthening of debt protection metrics with debt to EBITDA of
under 5.0 times and EBITA coverage of interest of over 2.0 times. A
higher rating would also require very good liquidity.

A downgrade could occur in the event the company is unable to
strengthen debt protection metrics from current levels while
maintaining very good liquidity. Specifically, a downgrade could
occur if 1011778 B.C. is unable to reduce debt to EBITDA over the
next twelve to eighteen months to below 6.0 times or if EBITA to
interest approached 1.5 time. A deterioration in liquidity could
also result in a downgrade.

The principal methodology used in these ratings was Global
Restaurant Methodology 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.

1011778 B.C. Unlimited Liability Company, owns, operates and
franchises 13,800 Burger King hamburger quick service restaurants
and 4,545 Tim Horton restaurants. Annual revenues are about $4.4
billion, although systemwide sales are over $16 billion.



620 DECATUR: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 620 Decatur, LLC
        4782 Highland Road
        Baton Rouge, LA 70808

Case No.: 15-10104

Chapter 11 Petition Date: February 1, 2015

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Judge: Hon. Douglas D. Dodd

Debtor's Counsel: Leo D. Congeni, Esq.
                  CONGENI LAW FIRM, LLC
                  424 Gravier Street
                  New Orleans, LA 70130
                  Tel: 504-522-4848
                  Fax: 504-581-4962
                  Email: leo@congenilawfirm.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by David M. Sheely, manager/member.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.


ADVENT NETWORKS: Loses $7MM Damages Suit v. Southern Union
----------------------------------------------------------
Chief Justice Sherry Radack of the Court of Appeals of Texas, First
District, Houston, on behalf of a three-judge panel, affirmed a
trial court order granting summary judgment in favor of Southern
Union Company d/b/a Southern Union Technology Partners, L.P., Tom
Karam, and John E. Brennan in a lawsuit against them commenced by
Ronald E. Ingalls, trustee of the Advent Networks, Inc. bankruptcy
estate.

Advent was a telecommunications equipment provider formed in 1999
that developed, manufactured, and sold a patented networking
platform to cable operators and distributors. Those customers in
turn use Advent's product to provide subscribers with
high-bandwidth commercial service.

Southern Union was an investor in Advent from Advent's 1999
inception until Advent filed for bankruptcy in 2005. Southern Union
owned 14% of Advent's stock and was also one of Advent's creditors.
Two of Southern Union's employees, Tom Karam and John E. Brennan,
served on Advent's seven-member board of directors.

Ingalls alleged that Southern Union "owned a large enough interest
in Advent to exercise de facto control over key parts of its
business," and that the Southern Union defendants used that control
to kill potential venture capital financing that could have saved
Advent from insolvency in 2005.  Ingalls sought actual damages of
at least $7,000,000 and exemplary damages.

In late 2004, Advent had a firm proposal from Gefinor Ventures to
finance Advent's Series D round of financing to the tune of
$7,000,000.  That round was essential for obtaining working capital
and building out inventory for Advent to continue selling products.
The Gefinor financing did not occur as a result of Southern
Union's de facto control, according to Ingalls, and, as a result,
Advent did not have the funds to acquire the necessary inventory to
meet orders that had been placed for its products.  As a result,
Advent was forced to seek protection under Chapter 11.

Southern Union denied being a controlling shareholder of Advent.
Southern Union also argued that, even if it were considered a
controlling shareholder of Advent, as a matter of law it had no
duty to forgo contractual rights it was afforded as a preferred
shareholder and noteholder, as it would have been required to do if
the Gefinor deal had been accepted.

The appellate case is, RONALD E. INGALLS, AS TRUSTEE OF THE ADVENT
NETWORKS, INC. BANKRUPTCY ESTATE AND ON BEHALF OF ADVENT NETWORKS,
INC., Appellant, v. SOUTHERN UNION COMPANY D/B/A SOUTHERN UNION
TECHNOLOGY PARTNERS, L.P., TOM KARAM, AND JOHN E. BRENNAN,
Appellees, No. 01-13-00711-CV (Tex. App.).  A copy of the Court's
Jan. 15 Memorandum Opinion is available at http://is.gd/inzpTifrom
Leagle.com.

Founded by cable industry professionals, Advent Networks developed
the Ultraband platform to deliver last-mile dedicated bandwidth
over unmodified hybrid fiber coaxial cable.  The Company sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.Tex.
Case No. 05-11997) on April 11, 2005.


ALABAMA STATE: S&P Lowers Rating to 'B'; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B' from 'BBB+' on Alabama State University.  The outlook is
negative.

"The downgrade reflects the swift and significant erosion of
already limited reserves that has pressured operating liquidity,"
said Standard & Poor's credit analyst Ashley Ramchandani.

At the time of S&P's last review, management had indicated that the
use of reserves would be around $900,000 and $800,000 for fiscal
2013 and fiscal 2014, respectively, to balance the budget.
However, the use of reserves in fiscal 2013 was much larger than
anticipated, plummeting to $13.3 million in fiscal 2014 from an
already low $24 million in unrestricted net assets in fiscal 2012,
a decline of 44%.  S&P believes that reserves will continue to
decline through 2015, thus pressuring operating liquidity.

"In addition to the extremely weak financial profile, other factors
that contribute to the downgrade include an accreditation warning
that we anticipate will not be resolved until June 2015, and a
complete turnover in management," added Ms. Ramchandani.  "We
believe these factors are indicative of a speculative grade credit.
"We understand that the college has made timely debt service
payments through fiscal 2014. However, we believe adverse business,
financial, or economic conditions could impair ASU's capacity to
meets its financial commitment for its debt obligations on a timely
basis."

The negative outlook reflects S&P's anticipation that the
university will continue to face liquidity pressure from an
operations standpoint as well as contingent liquidity risk
associated with its outstanding variable-rate debt and associated
swap.  In addition, the outlook reflects the uncertainty associated
with the state's ongoing forensic audit of the university as the
timeline and the resolution remain unknown.



ALPHA NATURAL: Moody's Lowers Corporate Family Rating to Caa1
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Alpha Natural
Resources, Inc., including the Corporate Family Rating (CFR) to
Caa1 from B3, probability of default rating (PDR) to Caa1-PD from
B3-PD, senior unsecured ratings to Caa2 from Caa1, rating on second
lien notes to B3 from B2, and the secured term loan rating to B2
from B1. At the same time, Moody's downgraded the Speculative Grade
Liquidity (SGL) rating to SGL-3 from SGL-2. The outlook is
negative.

Downgrades:

Issuer: Alpha Natural Resources, Inc

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

  Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2

  Corporate Family Rating, Downgraded to Caa1 from B3

  Senior Secured Bank Credit Facility (Local Currency) due 2020,
  Downgraded to B2,LGD2 from B1, LGD2

  Senior Secured Regular Bond/Debenture (Local Currency) due 2020,
  Downgraded to B3,LGD3 from B2,LGD3

  Senior Unsecured Regular Bond/Debenture (Local Currency),
  Downgraded to Caa2,LGD5 from Caa1,LGD5

Outlook Actions:

Issuer: Alpha Natural Resources, Inc

  Outlook, changed to Negative from Stable

Ratings Rationale

The downgrade reflects the weak debt protection metrics and high
leverage (11x as measured by the debt/EBITDA ratio for the twelve
months through September 30, 2014), which Moody's expect to
continue to deteriorate given weak metallurgical coal market
conditions. Moody's believe that metallurgical coal prices are
unlikely to recover within the next eighteen months to a level that
would contribute to a meaningful turnaround in performance .
Consequently, leverage is anticipated to become more elevated and
further strain the capital structure.

The change to a SGL-3 rating reflects expectations for the company
to continue to be cash consumptive and considers the potential
tightness in covenants in the revolving credit facility as stronger
quarters roll off. Alpha's liquidity continues to be supported by
over $1.1 billion in cash, cash equivalents and marketable
securities and over $900 million available under the revolver,
which matures in 2016 and requires Alpha to maintain minimum
liquidity of $300 million.

Alpha's Caa1 corporate family rating continues to reflect its
position as one of the top three US coal companies in terms of
production and reserves and the largest US met coal producer. The
rating also reflects the company's operating diversity with 86
mines, 25 prep plants, and a presence in Northern and Central
Appalachia and the Powder River Basin (PRB). The company's
efficient longwall operations in NAPP remain well positioned to
generate healthy margins in the thermal markets, and in
high-volatile met markets once conditions improve.

The negative outlook reflects Moody's expectation that market
conditions, particularly for met coal, will remain depressed into
2016 and that Alpha's performance will continue to be pressured by
the weak fundamentals.

While the potential for an upgrade is limited at this time, the
ratings or outlook could be favorably impacted should metallurgical
and/or thermal coal prices recover, such that the company's
leverage, as adjusted, is expected to approach 6x and free cash
flow is expected to approach break even.

A downgrade would result should liquidity continue to deteriorate.

Alpha Natural Resources is one of the largest coal companies in the
US, and the largest US producer and exporter of metallurgical (met)
coal. The company's operations are located in the Central
Appalachia (CAPP) and Northern Appalachia (NAPP) regions, as well
as the Powder River Basin (PRB). For the last twelve months ended
September 30, 2014, the company generated $4.3 billion in
revenues.

The principal methodology used in this rating was the Global Mining
Industry published in August 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.



AMC NETWORKS: S&P Affirms 'BB' CCR; Outlook Remains Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
corporate credit rating on AMC Networks Inc.  The rating outlook
remains stable.

S&P revised its financial risk profile assessment on AMC Networks
to "significant" from "aggressive."  S&P's business risk profile
assessment remains "satisfactory," based on these factors:

   -- The company's dependence on a single cable network, AMC, as
      the largest individual network contributor to its revenue
      and cash flow;

   -- The company's four smaller domestic cable networks, which
      generate a smaller, but growing, proportion of revenue and
      cash flow;

   -- The company's international cable network portfolio
      (including AMC Networks International [formerly
      Chellomedia]), which diversifies its revenue base and
      provides opportunities to leverage its growing original
      programming slate;

   -- The trend of declining cable network audience ratings across

      the sector (though the company's audience ratings have gone
      against this trend so far);

   -- Increasing distribution fees, with affiliate fees comprising

      about 60% of total consolidated revenues; and

   -- Strong EBITDA margins, though somewhat lower than those of
      its peers because of a lower international segment margins.

S&P's "significant" financial risk assessment reflects its
expectation that leverage, which was 4.7x as of Sept. 30, 2014,
(including only about eight months of earnings from AMC Networks
International) will decline to about 3x by the end of 2015 and
potentially to the mid-2x area in 2016.  This is a significant
improvement from the company's 5.8x leverage when S&P first rated
it in 2011.  Still, S&P believes there are risks to its assessment
because of a lack of clarity regarding the Charles Dolan family's
controlling-shareholder return strategy (the family holds 67%
voting power and comprise a majority of the board).  S&P expects
that the company will generate more than $350 million in free cash
flow in 2015 and nearly $450 million in 2016.  Although the company
could use its growing cash balance to repay some of its debt (which
it has done in the past), S&P remains uncertain regarding the
intentions of its majority shareholder.

"The stable outlook reflects our expectation that AMC Networks will
maintain adjusted leverage in the low 4x-area on a sustained basis,
though we expect adjusted leverage to decline to the low-3x area in
2015," said Standard & Poor's credit analyst Naveen Sarma. "The
company's lack of a clearly articulated financial policy constrains
the rating.  We view the probability of an upgrade and a downgrade
as equally likely over the next few years."

S&P could lower the rating during the next two years if the
company's network operating performance loses traction (potentially
coinciding with an economic downturn), with steep audience ratings
declines causing sharp EBITDA declines that show no sign of
recovery.  S&P could also lower the rating if management makes a
large debt-financed acquisition or implements shareholder-favoring
measures that increase leverage to above 5x, with no clear path to
leverage returning to under 5x.

For an upgrade to occur, AMC Networks would need a publicly
articulated leverage target, and S&P would need to see further
progress in it diversifying its cash flow sources.



AMERICAN MEDIA: Meredith Corp. Deal No Impact on Moody's Caa1 CFR
-----------------------------------------------------------------
Moody's Investors Service said American Media, Inc.'s (AMI) Caa1
Corporate Family Rating (CFR) and negative outlook are not
immediately impacted by the announcement that the company has
agreed to sell its Women's Active Lifestyle Magazine segment
(Shape, Fit Pregnancy and Natural Health) to Meredith Corporation.

Headquartered in Boca Raton, Fl, American Media, Inc. is a leading
publisher of celebrity weekly journals including Star, OK!, and
National Enquirer as well as health and fitness magazines including
Men's Fitness, published 10 times per year. The company also
provides services to other publishers and arranges for the
placement of owned publications and third party publications with
retailers. American Media reported sales of approximately $316
million ($216 million excluding the Women's Active Lifestyle
magazines) for the twelve months ended September 30, 2014.


APEX LONG TERM: Tex. App. Tosses Suit Against Original Investors
----------------------------------------------------------------
Justice Jane Bland of the Court of Appeals of Texas, First
District, Houston, resolved a dispute arising from failed
investments in a medical clinic.

Seeking to establish a long-term acute-care hospital (LTACH) in
Northwest Houston, Sheikh Ejaz Ahmed, M.D., Fayaz Faiz, M.D.,
Ignazio G. Lachina, M.D., Alak Ray, M.D., Salim Gopalani, M.D.,
Abdul Ali, M.D., and Miguel Tan, M.D., individually and on behalf
of Northwest Doctors Plaza, Ltd., Saleha Riaz Ahmed, FAF Holding,
Inc., and Ishaq, Inc. -- Northwest Doctors -- collectively invested
approximately $1.8 million in Apex Long Term Care, L.P., located in
Katy, Texas, after allegedly receiving oral assurances from the
appellees that the money would be used for development of the
Northwest location.

The Northwest Doctors sued Apex's original investors -- Pankaj
Shah, M.D., Adeel Zaidi, Stephen Koch, M.D., Prestige Consulting,
Inc. d/b/a Turn-Around Management Group, A.K. Chagla, Sohail Noor,
M.D., Anil Odhav, M.D., and Pallavolvu Reddy, M.D. -- for civil
conspiracy, common-law and statutory fraud, fraudulent inducement,
negligent misrepresentation, conversion, and theft.  They sought
relief under an unjust enrichment theory and actual and exemplary
damages.

The parties moved for summary judgment, and the trial court signed
a summary judgment in favor of the original investors.

On appeal, the Northwest Doctors contend that the trial court erred
in granting summary judgment on their claims for fraud and unjust
enrichment.

"We affirm," Judge Bland said in an Opinion issued January 15,
2015, available at http://is.gd/izGe5cfrom Leagle.com.

"We hold that the trial court correctly granted summary judgment in
favor of the original investors. Accordingly, we affirm the
judgment of the trial court.

"All pending motions are dismissed as moot," added Judge Bland, who
wrote the Opinion on behalf of a three-judge panel.

The case is, SHEIK EJAZ AHMED, M.D., FAYAZ FAIZ, M.D., IGNAZIO G.
LACHINA, M.D., ALAK RAY, M.D., SALIM GOPALANI, M.D., ABDUL ALI,
M.D., AND MIGUEL TAN, M.D., INDIVIDUALLY AND ON BEHALF OF NORTHWEST
DOCTORS PLAZA, LTD., SALEHA RIAZ AHMED, FAF HOLDING, INC., AND
ISHAQ, INC., Appellants, v. PANKAJ SHAH, M.D., ADEEL ZAIDI, STEPHEN
KOCH, M.D., PRESTIGE CONSULTING, INC. D/B/A TURN-AROUND MANAGEMENT
GROUP., A.K. CHAGLA, SOHAIL NOOR, M.D., ANIL ODHAV, M.D., AND
PALLAVOLVU REDDY, M.D., Appellees, No. 01-13-00995-CV (Tex. App.).

Apex Long Term Acute Care - Katy, L.P., based in Katy, Texas, filed
for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 09-37096) on
Sept. 25, 2009.  Theresa D. Mobley, Esq., at Cage Hill et al,
served as the Debtor's counsel.  In its petition, Apex estimated $1
million to $10 million in both assets and debts.  The petition was
signed by Apex Katy Physician-TMG LLC, general partner of the
Company.


ARRIS GROUP: S&P Raises CCR to 'BB'; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Suwanee, Ga.-based Arris Group Inc. to 'BB' from
'BB-'.  The outlook is stable.

At the same time, S&P raised its issue-level ratings on the
company's first-lien credit facilities to 'BB' from 'BB-' as a
result of the upgrade.  The recovery ratings remain '3,' indicating
S&P's expectation for meaningful (50% to 70%) recovery in the event
of a payment default.

"We base the rating action on the company's improved credit metrics
and commitment to debt reduction following its successful
integration of Motorola Home, a leading set-top box products
business, which Arris acquired from Google Inc. on April 17, 2013,"
said Standard & Poor's credit analyst Jenny Chang.

S&P's assessment of the company's business risk profile reflects
its leading position in the global CPE and home networking markets,
partially offset by considerable client concentration, competitive
industry dynamics, and uneven customer spending patterns.

The stable outlook reflects S&P's expectation that despite
near-term softness in cable and telecommunications companies'
capital spending, Arris will maintain moderate revenue growth,
slightly lower EBITDA margins, and a moderate financial policy,
such that leverage remains at around 2x over the coming year,
allowing for temporary spikes over the longer term to the mid-3x
area, due to client revenue volatility.

Although unlikely in the coming year, S&P could raise the rating if
operating improvements result in sustained EBITDA growth such that
leverage is sustained at the mid-1x area, allowing for temporary
spikes over the longer term to the mid-2x area, due to industry
volatility.

S&P could lower the rating if Arris' business environment weakens
or if the company pursues more aggressive financial policies,
including significant debt-financed acquisitions or shareholder
returns, such that leverage exceeds the mid-3x area.



BROOKLYN CENTER: Moody's Raises GOULT Debt Rating to Ba2
--------------------------------------------------------
Moody's Investors Service has upgraded to Ba2 from Ba3 the rating
on Brooklyn Center Independent School District (ISD) 286, MN's
general obligation unlimited tax (GOULT) debt. As of June 30, 2014,
the district had $28.4 million of GO debt outstanding.

Summary Rating Rationale

The Ba2 rating reflects the district's long-term deficit General
Fund position that has exhibited recent signs of improvement. The
rating also incorporates the district's modestly sized tax base
that grew slightly in 2013 after five consecutive valuation
declines, a below average demographic profile, and elevated debt
burden.

Outlook

The positive outlook reflects Moody's expectation that the changes
implemented by management will continue to generate positive
results and improve the district's overall financial position over
the medium term. The district has posted three consecutive
operating surpluses and management expects the district to emerge
from Statutory Operating Debt (SOD) at the close of the current
fiscal year and have a positive fund balance by the close of fiscal
2016.

What Could Make The Rating Go Up

-- Ongoing operating surpluses that lead to material improvement
    in the district's General Fund position

-- Significant growth in the district's tax base coupled with
    strengthening of the district's demographic profile

-- Moderation of the district's debt burden

What Could Make The Rating Go Down

-- Failure to meet Statutory Operating Debt (SOD) targets

-- Emergence of enrollment declines that place pressure on
    district revenues

-- Further declines in the district's tax base valuation

-- Growth in the district's debt burden and fixed costs

Obligor Profile

The district is a small school district located adjacent to the
western border of Minneapolis (Aa1 stable). It provides early
childhood through twelfth grade education to approximately 2,300
students and serves portions of the City of Brooklyn Center (Aa2).

Legal Security

Debt service on the bonds is secured by the district's general
obligation unlimited tax pledge which benefits from a designated
levy which is not limited by rate or amount.

Use Of Proceeds

N/A

Principal Methodology

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



CAESARS ENTERTAINMENT: Venue Sound and Fury May Signify Nothing
---------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that when U.S. Bankruptcy Judge Kevin Gross in
Delaware ruled that the proper venue for Caesars Entertainment
Operating Co. Inc.'s reorganization is in Chicago, he said his
decision on venue "does not affect the substantive rights of any
party in interest with respect to the continued prosecution of the
involuntary case," which in plain English, means he didn't decide
whether the start date for Chapter 11 will be Jan. 12 or Jan. 15.

According to the Bloomberg bankruptcy columnists, the difference is
important because liens given on cash about three months before
bankruptcy can be more easily set aside if Jan. 12 is the
commencement date.  Even if U.S. Judge Bankruptcy Judge A. Benjamin
Goldgar in Chicago chooses Jan. 15, it's not the end of the road on
the lien-validity issue as dissenting creditors can still argue
that giving a lien on cash for pre-existing debt was a fraudulent
transfer or a preference, on the theory the lenders were
effectively in control, the Bloomberg report said.

                   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.


CANDAX ENERGY: Makes Partial Debt Repayment; Obtains Waiver
-----------------------------------------------------------
Candax Energy Inc., a company focused on mature oil field
development in Tunisia, on Jan. 30 disclosed that it has come to
the following agreement regarding the repayment of its Senior
debt:

--  Partial repayment of $500,000 in respect of Tranche A;
--  Payment of $350,000 overdue interests in respect of the full
     and final settlement of the interest due from period  
     October 1, 2012, until the Second Amendment and Restatement
     effective date;
--  Payment of $90,739 of interests due in respect of Tranche A

Notwithstanding the above detailed payment, the Company will not
pay the remainder of the Tranche A and Tranche B amounts due under
the Senior Facility Agreement ($3,500,000) on Jan. 31, 2015, and
will consequently be in breach as regard to its financial
obligation.  By waiver and amendment letter signed on Jan. 29,
2015, the Company has obtained from the lender an agreement to
amend the Senior Facility Agreement and not to seek any remedy
under the Facility Agreement in respect of this unpaid amount until
April 30, 2015, or earlier in specific circumstances.  A copy of
the amendment and waiver letter will be filed publicly by the
Company and available on SEDAR.

"The support of our lender and shareholder was key to having time
to review strategic and financial alternatives available to the
Company.  The amendment and waiver letter obtained was an
indispensable step.  The Company remains with more than $6 million
of cash on hand as at the end of January 2015" commented Candax CFO
Pierre-Henri Boutant.

Candax -- http://www.candax.com/-- is a TSX listed company with
offices in Toronto and Tunis, focused on mature oil field
development.  Candax is engaged in exploration and the production
of oil and gas in Tunisia and holds a royalty interest in an
exploration permit in Madagascar.


CATHAY GENERAL: Fitch Affirms 'BB+/B' Rating; Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Cathay General Bancorp's ratings at
'BB+/B'.  The Rating Outlook remains Stable.  The affirmation and
Stable Outlook reflect improving asset quality and improving
earnings.

The rating action follows a periodic review of the mid-tier
regional banking group, which includes BOK Financial Corp. (BOKF),
Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC),
First Horizon National Corp. (FHN), First National of Nebraska,
Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp
(FULT), People's United Financial Inc. (PBCT), Synovus Financial
Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp.
(WBS), Wintrust Financial Corp (WTFC), and UMB Financial
Corporation (UMB).

Company-specific rating rationales for the other banks are
published separately.

KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT

CATY's 'BB+' IDR is reflective of the company's solid franchise
catering to Chinese-Americans, good earnings and continued asset
quality improvement.  CATY is headquartered in Los Angeles, CA and
is the second-largest bank in the U.S. that predominantly serves
the Chinese-American community.  These strengths are balanced
against the company's relatively weaker liquidity profile,
undiversified revenue base and the company's elevated credit costs
through the cycle.

Fitch views CATY's recent acquisition of Asia Bancshares as mildly
positive for the company.  Although the acquisition is not
transformative in nature, it helps consolidate a niche banking
sector, which Fitch has believed is in need of consolidation.
CATY's acquisition of Asia Bancshares will increase its NY presence
from nine branches to 12 and will also give CATY a presence in
Maryland.

CATY's earnings rank near the top of the mid-tier regional bank
peer group and is a primary ratings strength for the company.
CATY's earnings strength is achieved primarily through lower
overhead expenses compared to peers due to its much smaller branch
network.  CATY has also benefited from negative provisions in 2014,
and Fitch believes CATY can further reduce reserves as a percentage
of gross loans going forward because reserve coverage is remains
elevated at 1.81%.  Additionally, Fitch expects modest near-term
earnings improvement as $150 million of CATY's higher high-cost,
legacy repurchase agreements expire at the end of 2014 and the
beginning of 2015.  That said, Fitch anticipates that CATY will be
able to adequately replace the term-repurchase agreements with
other sources of funding.

Asset quality continues to improve with NPAs declining and credit
costs at low levels.  Fitch expects continued reduction of NPAs,
while credit costs remain low in the near term.  Reserve levels are
strong, especially given recent loss history.  Fitch also views
CATY's risk appetite as improved since the great recession.
Although CATY has experienced strong commercial growth, the company
has maintained modest exposure to construction loans, which was a
primary source of losses through the cycle.

Capital levels are strong.  CATY has the second highest tangible
common equity ratio of the group.  Given the elevated levels of
capital, Fitch expects capital to be optimized in the future. Fitch
does not anticipate any rating changes should capital be reduced to
levels in line with its peers.

Liquidity is a ratings weakness for CATY.  CATY's deposit base is
more price sensitive compared to peer banks and the company is
typically more reliant on wholesale funding compared to peers.
Because of CATY's more price sensitive deposit base, Fitch believes
CATY has less upside in a rising rate environment over the medium
to longer term.

RATING SENSITIVITIES - IDRS, VRs AND SENIOR DEBT

CATY's ratings could be upgraded should the company maintain solid
earnings and continue to improve asset quality metrics while not
materially increasing risk appetite through growth or other new
activities.   Conversely, CATY's ratings could be negatively
affected should Fitch view C&I growth to be unsustainable or
indicative of aggressive lending practices.  Fitch expects that
CATY will make necessary investments required to comply with
various new regulatory rules and requirements.  CATY's ratings are
sensitive to the extent any such investments diminish the company's
financial profile.

RATING SENSITIVITIES - HOLDING COMPANY

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

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

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

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

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

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

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

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

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

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

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

CATY is a $11.5 billion bank holding company headquartered in Los
Angeles.  The company has a solid presence in the niche Asian
American demographics.  Its primary operations are located in
California; however, the company has branches in New York, Texas,
Massachusetts, Washington, Illinois, New Jersey and Hong Kong.

Fitch has affirmed these ratings with a Stable Outlook:

Cathay General Bancorp

   -- Long-term at 'BB+';
   -- Short-term IDR at 'B';
   -- Viability Rating at 'bb+';
   -- Preferred stock at 'B-';
   -- Support Floor at 'NF'
   -- Support affirmed at '5'.

Cathay Bank

   -- Long-term IDR at 'BB+';
   -- Long-term deposit at 'BBB-';
   -- Short-term IDR at 'B'
   -- Short-term deposit at 'F3';
   -- Viability Rating at 'bb+';
   -- Support Floor at 'NF';
   -- Support at '5'.



CELANESE US: S&P Affirms 'BB+' CCR; Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Celanese US Holdings LLC.  The outlook is stable.

S&P also affirmed the 'BBB' rating on Celanese's senior secured
term loans and its 'BB+' rating on the company's senior unsecured
debt.  S&P's '1' recovery ratings on the secured debt indicates its
expectation of very high (90% to 100%) recovery if a default
occurs.  S&P's '3' recovery ratings on the unsecured debt indicates
its expectation of meaningful (50% to 70%) recovery if a default
occurs.

The affirmation reflects S&P's expectation that Celanese's
productivity and operating efficiency initiatives, along with
continued growth in its business segments, will offset the likely
negative effect of raw material price increases, lower oil prices,
and a stronger dollar in 2015 to support credit measures that are
appropriate for the 'BB+' rating.

"The company's strong liquidity should provide sufficient
flexibility for the company's efforts to pursue growth investments
and returns to shareholders," said Standard & Poor's credit analyst
Seamus Ryan.

The ratings on Celanese reflect S&P's assessment of its business
risk profile as "satisfactory" and its financial risk profile as
"significant".  S&P has revised its initial analytical outcome
(anchor) to 'bbb-' from 'bb+' to reflect its view that the
company's meaningful proportion of specialty products and robust
margins support a business risk profile that is somewhat stronger
than other purely commodity-oriented peers with satisfactory
business risk profiles.  S&P then adjusts its anchor downward by
one notch because it applies a negative financial policy modifier,
reflecting S&P's belief that Celanese is more focused on investing
in growth and returns to shareholders than on operating with
sustainably more conservative credit measures in the near term.

The stable outlook on Celanese US Holdings reflects the company's
sound credit measures and S&P's expectation of steady earnings
growth.  S&P expects Celanese's FFO to debt to remain in the 20% to
30% range at the current rating.  Given its ongoing product
innovation, geographic diversity, and efforts to boost
productivity, we believe that Celanese can maintain its strong
internal cash generation.  S&P do not expect the company to make
significant share repurchases or large acquisitions.



CLIFFS NATURAL: S&P Lowers CCR to 'B'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Cliffs Natural Resources Inc. to 'B' from 'BB-'.
The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's senior secured revolving credit facility to 'BB-' from
'BB+' with a '1' recovery rating, indicating S&P's expectation of
very high (90% to 100%) recovery in the event of a payment default.
S&P also lowered its issue-level rating on the company's senior
unsecured notes to 'B' from 'BB-' with a '3' recovery rating,
indicating S&P's expectation of meaningful (50% to 70%) recovery in
the event of a payment default.

The downgrade of Cleveland-based Cliffs Natural Resources is driven
by a revision of the company's financial risk profile to "highly
leveraged" from "aggressive" as a result of S&P's lowered iron ore
price assumptions.  The 24% cut to $65 per metric ton marked the
third downward revision since early 2014, when S&P's forecast
prices were more than $100 per metric ton.  Under the revised price
assumptions, S&P expects debt to EBITDA to exceed 10x and FFO to
debt to drop below 12% in 2015.

"The stable outlook reflects our view that iron ore prices have
reached a trough, limiting further downward pressure on credit
measures over the next 12 months," said Standard & Poor's credit
analyst Chiza Vitta.  "It also incorporates our expectation of
manageable additional costs associated with the Bloom Lake
reorganization and limited reductions in revolving credit facility
commitments should the company need to seek covenant relief."

S&P could lower the rating in the coming year if its base case
assumption that iron ore prices have bottomed out proves inaccurate
and they drop even further, such that Cliffs Natural Resources'
EBITDA is no longer sufficient to cover interest expense.  S&P
would also lower the rating if sources of liquidity were no longer
sufficient to cover estimated uses.  This could happen if further
covenant relief is required and is accompanied by a material
reduction of the commitment amount under the revolving credit
facility, or the maturity is shortened.  This could also occur if
cash outflows stemming from the CCAA filing are larger than
expected.

S&P would consider an upgrade if the company sustains leverage
below 5x.  This could occur if iron ore prices recover and
stabilize at around $90 per ton or Cliffs further reduces its costs
or reduces debt through debt repayment from asset sales or other
capital raises.



CODY SMITH: Houston Judge Bars Using Mediation as First Resort
--------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. Bankruptcy Judge Jeff Bohm in Houston
wrote a 24-page opinion announcing 10 standards he will apply
before approving mediation as a means for concluding a contentious
bankruptcy.

According to the report, in the case before him, Judge Bohm said he
wouldn't approve mediation because the contending lawyers were on
amiable terms and capable of reaching settlement without the cost
of mediation.

The case is In re Smith, 12-32096, U.S. Bankruptcy Court, Southern
District Texas (Houston).


COMMUNITY HEALTH: Fitch Affirms 'B+' IDR; Outlook Negative
----------------------------------------------------------
Fitch Ratings has affirmed Community Health Systems, Inc.'s (CHS)
Issuer Default Rating (IDR) at 'B+'.  The ratings apply to $17
billion of debt at Sept. 30, 2014.  The Rating Outlook is
Negative.

KEY RATING DRIVERS:

   -- In 2014, CHS acquired rival hospital operator Health
      Management Associates (HMA) in a deal that added about $7
      billion of debt to CHS's capital structure.  Growth in
      EBITDA since the close of the transaction has been hampered
      by some operational issues at the HMA hospitals and ongoing
      government investigations and lawsuits.  This has delayed
      the pace of deleveraging; Fitch estimates total debt-to-
      EBITDA of about 6.3x at the end of 2014.

   -- The acquisition had a sound strategic basis because it
      enhanced the geographic scope of CHS's business while adding

      considerable scale.  Fitch believes operational issues at
      the HMA hospitals were in part the result of HMA management
      distraction in the months leading up the acquisition, and
      expects CHS to make improvements in areas like physician
      recruitment, which should improve organic growth and expand
      margins at the HMA hospitals during 2015.

   -- Prior to the acquisition and early during the integration
      process, CHS's very weak patient volume trends lagged
      industry peers and weighed on top-line growth and margins.
      However, over the last couple quarters, CHS has reported an
      improvement in volumes that mirrors the trend exhibited by
      the rest of the hospital industry.

   -- CHS has been dealing with government investigations and
      lawsuits related to the issue of short-stay hospital
      admissions.  CHS made progress in resolving the legal issues

      facing the legacy CHS hospitals during 2014, which did not
      involve financial fines significant enough to threaten
      financial flexibility or require major operational changes
      that would influence future revenue and EBITDA growth.

   -- CHS's good liquidity profile, including solid and consistent

      free cash flow (FCF) generation, is an important factor
      supporting the credit profile.  Fitch projects that the
      company will maintain a greater than 2% FCF margin, with FCF

      generation of at least $400 million annually.  While FCF
      could support debt repayment, Fitch expects most
      deleveraging to result from EBITDA growth, with the company
      prioritizing acquisitions as a use of cash.

RATING SENSITIVITIES:

Maintenance of the 'B+' IDR considers CHS reducing total
debt-to-EBITDA to below 6.0x during 2015 and maintaining a stable
to improving FCF margin of greater than 2%.  Fitch thinks that
reducing leverage to this level is achievable based on its forecast
for CHS's 2015 EBITDA, and assuming a small amount of debt paydown
through required amortization of the bank term loans. A return to
positive organic revenue growth starting in 2015 and maintenance of
an operating EBITDA margin of at least 14% would also be supportive
of the ratings.

A downgrade of the ratings could result from leverage sustained
above 6.0x and a FCF margin below 2%, with a strained operating
trend illustrated by negative organic topline growth, stagnant to
declining EBITDA and profitability measures.  Risks to the
operating outlook that could result in a deterioration of the
financial profile include the inability to achieve projected cost
synergies and implement operational improvements at the HMA
hospitals, lack of progress towards resolution of HMA's legal
issues, and a reversal of the improving trends in patient volumes
exhibited across the for-profit hospital industry during 2014.  In
particular, a return to negative growth in CHS's organic adjusted
admissions during 2015 would be concerning.

IMPROVING HOSPITAL INDUSTRY OPERATING ENVIRONMENT, BUT
SUSTAINABILITY IS UNCERTAIN:

The Fitch-rated group of for-profit hospital companies reported
very strong growth in organic patient volumes in the third quarter
of 2014 (3Q'14), with same hospital admissions up 0.7% and adjusted
admissions up 3.5%.  This is a sequential improvement from a good
result in 2Q'14, and the first quarter of positive growth in
inpatient admissions since 4Q'12.  Economic improvement in many
markets, growth in the insured population under the Affordable Care
Act (ACA), and management initiatives to boost volumes are
converging to support this improved performance.

Better organic growth is particularly notable since certain secular
headwinds continue to work against the industry, particularly with
respect to volumes of inpatient admissions. Short-stay admissions
continue to decline with pressure from both Medicare and commercial
health insurers, and rates of hospital readmissions have dropped
across the industry.  However, it is reasonable to assume that the
influence of these factors is tapering since the industry has now
been facing these pressures for several years.

Fitch believes the hospital industry may post another couple of
quarters of above trend growth in volumes as the positive effects
of the ACA gain a bit more momentum early in 2015.  Results in
1Q'15 will also benefit from an easy comparison versus a weak
1Q'14, and seasonal flu activity.  Positive organic growth in
inpatient admissions is probably not sustainable over the longer
term because of the types of secular headwinds mentioned above.
However, Fitch thinks there is reason for optimism that the
improved trend in outpatient volumes has legs, since operational
initiatives to capture these volumes will have a sustaining
influence.

CHS's IMPROVED PATIENT VOLUME GROWTH MIRRORS INDUSTRY:

CHS reported positive organic growth in adjusted admissions of 2.7%
in 4Q'14; this is the first quarter of positive growth in patient
volumes for CHS since 4Q'12.  In addition to posting a long period
of declining organic volumes, the company consistently lagged its
hospital industry peers.  Fitch believes CHS's relative weak volume
performance can be attributed to a combination of factors,
including its geographic mix, with most hospitals located in rural
or small suburban markets that were slower to recover after the
economic recession, compounded by the overhang caused by
governmental investigations and the related issue of regulatory and
payor scrutiny of short-stay admissions.

The acquisition of HMA did not immediately improve the company's
outlook for recovery in volume growth since that company faced many
of the same issues as the legacy CHS hospitals.  In addition, due
to disruption caused by shareholder activism that ultimately
culminated in the sale to CHS, HMA experienced a period of
management distraction in the months leading up to the
transaction.

CHS's recently improved volume trends are consistent with the rest
of the for-profit hospital industry starting in 2Q'14.  More time
is needed to determine if the company is closing the performance
gap relative to peers, or simply benefiting from the recently more
favorable operating environment as discussed above.  Fitch thinks
certain factors support an expectation that CHS will be able to
narrow the performance gap in 2015, including initiatives to expand
higher growth service lines and improve physician recruitment
results.  Furthermore, headwinds related to declining short-stay
admissions should continue to lessen since both CHS and HMA have
been dealing with this issue for several years.

EXPECT DELEVERAGING PRIMARILY TRHOUGH GROWTH IN EBITDA HELPED BY
HMA SYNERGIES:

CHS generates solid cash flow; Fitch projects cash from operations
of $1.45 billion in 2014 and FCF of slightly more than $400
million.  Despite the solid cash generation, CHS has applied little
cash to debt reduction in 2014, and Fitch does not expect this to
be a major use of cash in 2015-2016.  Instead, Fitch thinks the
company is more likely to use cash for acquisitions.

Fitch does think that EBITDA growth will be sufficient to reduce
leverage to below 6.0x during 2015, versus the year end 2014 level
of 6.3x.  Sources of EBITDA growth include HMA integration cost
synergies and the tailwind provided by the operational improvements
and generally improving operating environment.  The company reports
that it will meet its year one cost synergies target of $125
million in 2014 and expects the benefit to increase to $275 million
by the end of year two.  Management does have experience
integrating large acquisitions; the fact that the company met the
cost synergy target following the acquisition of Triad Hospitals in
2007 provides support that the HMA synergy target is achievable.

PROGRESS IN RESOLUATION OF LEGAL ISSUES:

During 2014, CHS made significant progress towards the resolution
of some of its ongoing legal issues and the associated financial
obligations are manageable.  With respect to the legacy CHS
hospitals, the two most important inquiries have been resolved,
with total settlement costs for fines to the federal and various
state governments of $173 million (entirely expensed and cash
payment of $98 million made as of Sept. 30, 2014).  As part of one
of the settlements, the company has entered into a five-year
corporate integrity agreement with the federal government, which
involves some minor incremental operating costs associated with
staff training and the retention of outside organizations to
monitor certain operating practices.

HMA is facing its own set of lawsuits and regulatory investigations
related to the same issue of short-stay admissions practices.
Before the acquisition, the federal government announced that it
would intervene in several qui tam or whistleblower suits against
the company.  Historically, government intervention in qui tam
proceedings has heightened the probability of an eventual fine
against the company.  At Sept. 30, 2014, CHS has recorded a $333
million reserve for potential financial payment associated with
these cases.  Based on the size of the financial settlement
negotiated for the legacy CHS hospitals, Fitch thinks this reserve
is likely adequate to cover the eventual penalty.

SOLID LIQUIDITY PROFILE:

CHS's liquidity profile is solid.  Near-term debt maturities are
manageable, with potential sources of debt repayment including cash
on hand, capacity on the established revolving lines of credit and
good access to the capital markets for refinancing purposes.  At
Sept. 30, 2014, sources of liquidity included cash on hand of $221
million, LTM free cash flow of $533 million and availability on the
bank revolver and ABL facility of $957 million.  The primary
financial maintenance covenant in the debt agreements is a secured
net leverage test.  The company has an adequate operating cushion
under this covenant, which requires secured net leverage of below
4.5x.  Fitch estimates secured net leverage of 3.6x at Dec. 31,
2014.  The leverage covenant steps down to 4.25x starting with the
quarter ended Dec. 31, 2015.

Fitch has taken these rating actions:

Community Health Systems, Inc.:
   -- IDR affirmed at 'B+'.

CHS/Community Health Systems, Inc.:
   -- IDR affirmed at 'B+',
   -- Senior secured credit facility downgraded to 'BB/RR2' from
      'BB+/RR1';
   -- Senior secured notes downgraded to 'BB/RR2' from 'BB+/RR1';
    -- Senior unsecured notes upgrade to 'B+/RR4' from 'B/RR5';

The Rating Outlook is Negative.

The 'BB/RR2' rating for CHS's secured debt (which includes the bank
term loans, revolver and senior secured notes) reflects Fitch's
expectations for 82% recovery under a hypothetical bankruptcy
scenario.  The 'B+/RR4' rating on CHS's $6.2 billion senior
unsecured notes rating reflects Fitch's expectations for principal
recovery of 48%.

The Recovery Ratings (RR) reflect Fitch's expectation that the
enterprise value (EV) of CHS will be maximized in a restructuring
scenario (going concern), rather than a liquidation.  In estimating
its going concern EV for CHS, Fitch assumes a 30% discount to LTM
EBITDA of $2.7 billion for CHS, resulting in a post-default cash
flow estimate of $1.9 billion (calculated pro forma for HMA's
contribution to EBITDA).  The magnitude of the discount to current
cash flow is fairly substantial in this instance, given that the
company is well removed from potential default, as reflected in the
'B+' IDR.

Fitch's post-default cash flow estimate for companies in the
hospital sector mainly considers the structure of the industry.
Hospital providers are highly exposed to potential cuts in Medicare
and Medicaid payments since these companies can be considered price
takers with respect to the 30%-40% of revenues derived from
patients with government-sponsored health insurance. Furthermore,
cuts in government payment rates or unfavorable changes in the
reimbursement environment (i.e. higher scrutiny of short-stay
hospital admissions), will invariably influence payments from
commercial health insurers, augmenting the impact on cash flow.
Fitch then applies a 7.0x multiple to CHS's post-default EBITDA
estimate of $1.9 billion, resulting in a going concern EV of $13.1
billion.  The 7.0x multiple is based on observation of both recent
transactions/takeout and public market multiples in the healthcare
industry.

Fitch applies a waterfall analysis to the going concern EV based on
the relative claims of the debt in the capital structure.  Fitch
estimates going concern EV of $11.8 billion, net of a standard
assumption of 10% for administrative claims.  At
Sept. 30, 2014, about 60% of consolidated total asset value resides
in the guarantor group, which is used as an estimate for collateral
value, with Fitch assuming that 60% of the going concern EV, or
$7.1 billion, is recovered by first-lien secured holders, leaving
$4.7 billion of non-collateral value to be distributed to unsecured
claimants.  Based on $10.8 billion of total secured claims (which
includes the bank term loans, revolver and senior secured notes),
the resulting first-lien secured deficiency claim of $3.7 billion
is added to $6.2 billion of senior unsecured claims, resulting in
$9.9 billion of total unsecured claims.

The changes to the debt issue ratings are due to Fitch's bespoke
analysis of the secured debt collateral value.  Rather than
assuming that total asset value is first assigned to recovery of
the secured debt, including the credit facility and senior secured
notes, a revised approach assumes full recovery for the secured
lenders only up to the secured debt collateral value of $7.1
billion, with the residual secured claims recovering on a pro rata
basis with the unsecured claims.



CORNERSTONE HOMES: Feb. 5 Hearing on Sale of Cattaraugus Property
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York is
set to hold a hearing on Feb. 5 to consider the sale of a
residential real property owned by Cornerstone Homes Inc.

The bankruptcy trustee of Cornerstone proposed to sell the property
to Alan and Julia Przywara of Springville, New York, for $24,000.
The property located in Cattaraugus County, New York, will be sold
"free and clear of all liens," according to court filings.
   
Pursuant to the terms of sale for the property, the net proceeds
from the sale will be paid to Community Preservation Corp., which
holds a mortgage lien on the property.

Meanwhile, the bankruptcy trustee's realtor Lisa Uschold of
Nothnagle Realtors Property Center will receive a commission in the
amount of $3,000 from the proceeds while his legal counsel Place &
Arnold will receive $500 for its services.

                     About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.

Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester
alongside a reorganization plan already accepted by 96 percent of
unsecured creditors' claims.

The Debtor disclosed assets of $18.6 million and liabilities of
$36.2 million.  Four secured lenders with $21.8 million in claims
are to be paid in full under the plan.  Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.

Judge Paul R. Warren presides over the case.  Curtiss Alan Johnson,
Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in
Rochester, N.Y., serve as the Debtor's counsel.  The Debtor has
tapped GAR Associates to appraise a selection of its properties to
support the Debtor's liquidation analysis.

The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC.  The Committee
retained Getzler Henrich & Associates LLC as financial advisor.

Cornerstone Homes Inc. delivered to the Bankruptcy Court a First
Amended Plan of Reorganization and explanatory Disclosure Statement
on Jan. 3, 2014.  The Amended Plan supersedes the Plan Cornerstone
prepared prior to filing for bankruptcy.  The Debtor intends to
liquidate properties over a period of time, so as to achieve
maximum recovery for the creditors while avoiding a deleterious
affect on the housing market.  The Plan provides for a distribution
of $1 million as an Unsecured Distribution Amount.  

Owner David Fleet will pledge up to $1 million to fund
distributions under the Plan.  It also provides for the
distribution of the stock in the Reorganized Debtor to holders of
Allowed Unsecured Noteholder Claims under Class 5.  The Class 5
Claimants are expected to receive 7% plus distribution of stock on
the Distribution Date.  The Claimants are impaired and entitled to
vote on the Plan.

No hearing was slated to consider the Amended Plan documents.
Instead, the Court accepted the request of the Committee to appoint
a Chapter 11 trustee to replace management.  The Court approved the
appointment of Michael H. Arnold, Esq., as Chapter 11 trustee.  He
is represented by his law firm, Place and Arnold as his counsel.


CRAYON ACADEMY: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Crayon Academy, LLC
           fka PHL Investmenets & Properties
           fka Oneismus Group LLC
        1400 Buford Hwy, T-3
        Sugar Hill, GA 30518

Case No.: 15-51765

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 30, 2015

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Tami Wells Thomas, Esq.
                  THE WELLS THOMAS LAW FIRM, LLC
                  2385 Wall Street
                  Conyers, GA 30013
                  Tel: 404-260-7449
                  Fax: 888-257-6610
                  Email: tami@wellsthomaslaw.com

Total Assets: $761,500

Total Liabilities: $1.17 million

The petition was signed by Phillip Haynes, CEO.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb15-51765.pdf


DEAN BROS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Dean Bros., Inc.
           dba Dean Brothers Auto & Truck
           dba Dean's Scrap Metal
        7066 Hwy 45 North
        Eight Mile, AL 36613

Case No.: 15-00291

Chapter 11 Petition Date: January 30, 2015

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Judge: Hon. William S. Shulman

Debtor's Counsel: Irvin Grodsky, Esq.
                  IRVIN GRODSKY, P.C.
                  P.O. BOX 3123  
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  Email: igpc@irvingrodskypc.com
                         irvingrodskypc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Obie A. Dean, president.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.


DELIA*S INC: Committee Proposes Kelley Drye as Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditors of dELiA*s, Inc. et
al., seeks authority from the Bankruptcy Court to employ Kelley
Drye & Warren LLP as counsel, nunc pro tunc to Dec. 12, 2014.

The Committee believes that Kelley Drye possesses extensive
knowledge and expertise in the substantive areas of law relevant to
the Chapter 11 cases and is well qualified to represent it in the
Chapter 11 proceedings.

The standard hourly rates of Kelley Drye are subject to adjustment
annually in January to reflect economic and other conditions.  The
Firm disclosed its rates for 2014 and 2015:

           Title               2014 Rates       2015 Rates
         ----------------     ------------    --------------
         Partners             $535 to $950    $500 to $1,035
         Counsel              $440 to $670    $460 to $695
         Associates           $330 to $645    $355 to $670
         Paraprofessionals    $170 to $345    $180 to $345

Based on the declaration of partner Robert L. LeHane, the Committee
submits that Kelley Drye is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

A hearing on the application is scheduled for Feb. 6, 2015, at
10:00 a.m.  Objections were due Jan. 27.

                        About DELIA*S INC.

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

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

As of the bankruptcy filing, dELiA*s owned and operated 92 stores
in 29 states.  As of the Petition Date, the Debtors had $47.0
million in total assets and $50.5 million in liabilities.

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

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.  The Committee selected Kelley Drye & Warren
LLP as counsel and Capstone Advisory Group as financial advisors.

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


DELIA*S INC: Committee Taps Capstone as Financial Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors of dELiA*s, Inc. et
al., seeks authority from the Bankruptcy Court to employ Capstone
Advisory Group, LLC, and Capstone Valuation Services, LLC, as
financial advisors, nunc pro tunc to Dec. 12, 2014.

According to the Committee, the Debtors are a large, complex
enterprise, and the Committee requires the services of an
experienced financial advisor such as Capstone.  The services to be
provided by Capstone are necessary to enable the Committee to
faithfully execute its statutory duties to unsecured creditors.

Capstone will, among other things, actively monitor the "going out
of business" process to ensure the process proceeds in the most
efficient manner to maximize recoveries to unsecured creditors, and
review offers received for the Debtors' assets, on a GOB basis.

For professional services, fees are based on Capstone's standard
hourly rates.  In the event that Capstone's total cumulative fees
divided by actual hours charged (the "Blended Hourly Rate") exceeds
$450 per hour, they have agreed to discount their submitted fee
applications by the amount charged exceeds $450 per hour, they have
agreed to discount their submitted fee applications by the amount
the Blended Hourly Rate exceeds $50 per hour multiplied by the
actual hours charged.  This discount represents a 15 percent
discount off their standard hourly rates.

The current standard hourly rates for the period through Dec. 31,
2014, for Capstone (without discount) are:

                                      Hourly Rate
                                      -----------
         Executive Director          $600 to $875
         Managing Director           $475 to $635
         Director                    $410 to $450
         Consultant                  $225 to $350
         Support Staff               $125 to $305

It is Capstone's practice to adjust its hourly rates each year on
Jan. 1, which will be noted on the invoices for the first time
period in which the revised rates become effective.

The current standard hourly rates for the Capstone professionals
anticipated to be assigned to the engagement through Dec. 31, 2014,
are as follows: Ed Ordway ($875), David Galfus ($850), Rick Wright
($580), Amy Drobish ($410), Joseph Woodmansee ($410), and James
Geraghty ($250).  Effective Jan. 1, 2015, these rates have been
increased as follows: Ed Orway ($895), David Galfus ($870), Rick
Wright ($595), Amy Drobish ($425), Joseph Woodmansee ($425), and
James Geraghty ($250).

The parties also agree that as a condition of the firm's
employment, the Court will have entered an order providing Capstone
with an indemnity as detailed in the Engagement Letter dated Dec.
12, 2014.

Based on the affidavit of executive director Edwin N. Ordway, Jr.,
the Committee believes Capstone is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

A hearing on the application is scheduled for Feb. 6, 2015, at
10:00 a.m.  Objections were due Jan. 27.

                        About DELIA*S INC.

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

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

As of the bankruptcy filing, dELiA*s owned and operated 92 stores
in 29 states.  As of the Petition Date, the Debtors had $47.0
million in total assets and $50.5 million in liabilities.

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

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.  The Committee selected Kelley Drye & Warren
LLP as counsel and Capstone Advisory Group as financial advisors.

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



DIOCESE OF HELENA: Has $1.75MM Policy Buyback With Great American
-----------------------------------------------------------------
The Roman Catholic Bishop of Helena, Montana, is seeking approval
from the Bankruptcy Court for the District of Montana of a
settlement, release and compromise with Great American Insurance
Company.

Pursuant to the deal, the Debtor will sell to Great American, free
and clear of all liens, claims and interests, certain insurance
policies in exchange for $1,750,000.

The proceeds from the buyback will be paid to the Diocese Trust to
be established by the Debtor's First Amended Joint Chapter 11 Plan
of Reorganization proposed by the Debtor and the official committee
of unsecured creditors appointed in the case.

The deal provides that all abuse claims will be channeled to the
Diocese Trust as the sole and exclusive source of payment of any
abuse claims.

The deal also provides that Great American is entitled to the
benefit of an injunction, permanently barring all claims by any
entity (as defined in the settlement agreement) against the subject
insurance policies, and against Great American relating to the
policies.

Parties that intend to object to any aspect of the Motion or the
sale of the insurance policies must:

     (1) file with the Clerk of the Court at U.S. Bankruptcy
         Court District of Montana, Room 263, 400 North Main
         Street, Butte, MT 59701 a written response stating the
         specific facts upon which the objection is based;

     (2) serve a copy thereof on Bruce Anderson, counsel to the
         Debtor, at:

         Bruce Anderson, Esq.
         ELSAESSER JARZABEK ANDERSON ELLIOTT & MACDONALD, CHTD
         320 East Neider Avenue, Ste 102
         Coeur d'Alene, ID 83815

         no later than February 25, 2015; and

     (3) attend the hearing on March 4, 2015, at 9 a.m. Pacific
         Standard Time at the U.S. Bankruptcy Court, 6450 North
         Mineral Drive, Coeur d'Alene, Idaho.

If no objections are filed, the Debtor may seek entry of an order
approving the Motion without further notice or hearing.

                    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.


DOLTON, IL: S&P Withdraws 'BB' Rating on Previously Rated GO Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' underlying
rating (SPUR) on the village of Dolton, Ill.'s previously rated
general obligation (GO) debt, given S&P's lack of sufficient
information of satisfactory quality to maintain the rating.

The rating action reflects S&P's view of the independent auditor's
reports in the village's fiscal 2012 and fiscal 2013 annual
financial reports, which state the auditor was not able to obtain
sufficient appropriate audit evidence to provide a basis for an
audit opinion.  It also reflects S&P's understanding that a fiscal
2014 audit with a clean opinion is not forthcoming.



EAST WEST: Fitch Affirms BB- Rating on Trust Preferred Securities
-----------------------------------------------------------------
Fitch Ratings has affirmed East West Bancorp (EWBC) ratings at
'BBB/F2'.  The Rating Outlook remains Stable.  The affirmation
reflects the bank's strong profitability and solid franchise.

The rating action follows a periodic review of the large regional
banking group, which includes BOK Financial Corp. (BOKF), Cathay
General Bancorp (CATY), First Horizon National Corp. (FHN), First
National of Nebraska, Inc. (FNNI), First Republic Bank (FRC),
Fulton Financial Corp (FULT), People's United Financial Inc.
(PBCT), Synovus Financial Corp. (SNV), TCF Financial Corp. (TCB),
Webster Financial Corp. (WBS), Wintrust Financial Corp (WTFC), and
UMB Financial Corporation (UMB).

Company-specific rating rationales for the other banks are
published separately.

KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT

EWBC's ratings were affirmed reflecting its strong franchise and
earnings performance.  EWBC has a solid franchise, which is focused
on serving Asian American communities.  In Fitch's opinion, the
Asian-American market is an attractive niche with strong growth
potential in the U.S. banking sector.  EWBC is well positioned as
the largest Chinese-American institution in the U.S. with over $28
billion in assets.  EWBC's favorable market position has translated
to higher pricing power on its consumer lending products.  While
deposit mix and cost of interest-bearing liabilities appear weak
relative to many of its mid-tier regional banking peers, Fitch
notes than EWBC has a meaningfully higher portion of non-interest
deposits and lower cost of funds than comparable Asian-American
banks.

Fitch views EWBC's earnings as a rating strength, driven by solid
spread earnings, modest overhead expenses and low credit costs.
During 2014, EWBC reported a return on assets (ROA) and net
interest margin (NIM) in excess of peers as strong performance of
the covered loan portfolio accelerated yield accretion.  While
Fitch expects the benefit of yield accretion to decline, Fitch
expects EWBC's earnings to remain in the top quartile of the peer
group.

EWBC's ratings are further supported by continued improvement in
asset quality metrics.  EWBC's construction and development (C&D)
loan portfolio, which has declined by over 70% since its peak, was
the largest driver of credit losses through the cycle.  As such,
Fitch views the reduced exposure to higher risk C&D loans and
improvement in the non-covered portion of impaired assets
positively.

Despite improving asset quality measures, Fitch views EWBC's
continued growth in commercial loans negatively.  Fitch notes the
rate of growth in 2013 and 2014 suggests that EWBC may be
increasing its risk appetite, loosening underwriting standards and
growing beyond its core business of serving the ethnic
Chinese-American community.  Although not currently expected,
continued growth in excess of peers and the broader economic
environment or deterioration in credit performance could result in
a negative credit action in the near- to intermediate-term.

EWBC's capital levels continue constrain ratings.  Capital ratios
have trended down in recent periods as the result of continued
growth, share repurchases and corporate dividends.  Fitch core
capital declined to 10.74% of total risk weighted assets as of
third quarter 2014 (3Q'14), down from 11.44% at year-end 2013.
Although capital levels are still currently in line with mid-tier
peers, Fitch will continue to evaluate asset growth relative to the
company's capital management and risk profile.

RATING SENSITIVITIES - IDRS, VRs and SENIOR DEBT

Positive rating momentum is limited in the near term given the
bank's recent growth and capital levels.  Moreover, if loan growth
does not moderate or asset quality begins to show signs of
deterioration, particularly in newly originated commercial loans,
negative credit action could occur.

EWBC's ratings are also highly sensitive to its capital levels and
its performance on recently submitted regulatory capital stress
tests.  Negative rating action could result if capital is managed
down further or the bank receives unfavorable stress test results.

RATING SENSITIVITIES - HOLDING COMPANY

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

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

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

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

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

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

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

KEY RATING DRIVERS - SUBSIDIARY AND AFFILIATED COMPANY

East West Bank is a wholly owned subsidiary of EWBC.  East West
Bank's ratings are aligned with EWBC reflecting Fitch's view that
the bank subsidiary is core to the franchise.

RATING SENSITIVITIES - SUBSIDIARY AND AFFILIATED COMPANY

East West Bank's ratings are sensitive to changes to EWBC's VR or
any changes to Fitch's view of structural subordination between
bank subsidiary and holding company.  Rating sensitivities for the
VR are listed above.

To the extent that one of EWBC's subsidiary or affiliated companies
is not considered to be a core business, Fitch could also notch the
subsidiary's rating from EWBC's IDR.

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

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

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

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

Fitch has affirmed these ratings with a Stable Outlook:

East West Bancorp, Inc.
   -- Long-term IDR at 'BBB'; Outlook Stable
   -- Short-term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Support at '5';
   -- Support Floor at 'NF'.

East West Bank
   -- Long-term IDR at 'BBB'; Outlook Stable
   -- Long-term deposits at 'BBB+';
   -- Short-term IDR at 'F2';
   -- Short-term deposits at 'F2';
   -- Viability Rating at 'bbb';
   -- Support at '5';
   -- Support Floor at 'NF'.

East West Capital Statutory Trust III, East West Capital Trust IV,
V, VI, VII, VIII & IX
   -- Trust preferred securities at 'BB-'.



ENDEAVOUR INT'L: Lease Decision Deadline Extended to May 8
----------------------------------------------------------
Endeavour Operating Corp., et al., sought and obtained a Bankruptcy
Court order extending through and including May 8, 2015, the time
by which they may assume or reject unexpired leases pursuant to
Section 365(d)(4(A) of the Bankruptcy Code.

                    About Endeavour International

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

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

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

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

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

                        *     *     *

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

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



EXIDE TECNOLOGIES: Inks Deal with Creditors, Amends Plan
--------------------------------------------------------
Exide Technologies on Jan. 30, 2015, amended its plan of
reorganization to provide that the plan is based on (i) a plan
support agreement among the company and the holders of a majority
of the outstanding principal amount of senior notes and (ii) a
settlement between the company, the unofficial noteholders'
committee, and the Official Committee of Unsecured Creditors.

To address the objections to the Disclosure Statement, including
the objections raised by Frank Smith and Michael Nelson and Andrew
R. Vara, the Acting U.S. Trustee for Region 3, the Debtor modified
the Disclosure Statement to adde in (a) specific treatment for
General Unsecured Creditors, (b) descriptions of the Alternative
Distribution Cash and the Senior Notes Alternative Distribution
Deferred Payments for holders of Senior Notes that are not
accredited investors or qualified institutional buyers, and (c)
proposed treatment for holders of Vernon Tort Claims.  The Debtor
tells the Court that there are three remaining unresolved
objections although the Debtor maintains that these objections fail
to establish that the Plan is unconfirmable on its face.
The Unofficial Noteholder Committee, which is composed of the
8-5/8% Senior Secured Notes due 2018 issued by Exide Technologies
in the initial aggregate principal amount of $675 million, tells
the Court that the Debtor, with the recent settlement with the
noteholders' group and the Creditors' Committee, is now poised to
emerge from bankruptcy.  The settlement, according to the
noteholders' group, resolves its outstanding issues with respect to
the Debtor's plan and future course of the proceeding.

Reorganized Exide's debt at emergence will comprise: (i) an
estimated $225 million Exit ABL Revolver Facility; (ii) $264.1
million of New First Lien High Yield Notes; (iii) $283.8 million of
New Second Lien Convertible Notes; and (iv) no greater than $9
million of Senior Notes Alternative Distribution Deferred Payments.
The Debtor's non-debtor European subsidiaries are also expected to
have approximately $23 million in local European debt at the time
of the Debtor's emergence from Chapter 11.

The New Second Lien Convertible Notes will be convertible into 80%
of the New Exide Common Stock on a fully diluted basis.  In
addition, New Exide Common Stock would be further allocated as
follows:

   -- 10.0% to Holders of Senior Secured Note Claims after
      conversion of the New Second Lien Convertible Notes into New
      Exide Common Stock;

   -- 5.0% to the Backstop Parties;

   -- 3.0% on account of the DIP/Second Lien Conversion Funding
      Fee; and

   -- 2.0% on account of the DIP/Second Lien Backstop Commitment
      Fee.

Holders of Senior Notes Claims that are Eligible Holders will be
offered the right to purchase $175 million of New Second Lien
Convertible Notes.  Pursuant to the Plan Support Agreement, certain
Consenting Creditors entered into an agreement to backstop $160
million of the New Money Investment.

The GUC Settlement contemplates the establishment of a general
unsecured claims trust under the Plan.  The GUC Trust would be
seeded with $3 million in funding -- funding the Reorganized Debtor
could recoup only from preference action recoveries -- and
functions as a vehicle to distribute potential value from (i)
transactions to monetize intellectual property assets and (ii)
recoveries from causes of actions, to holders of (y) general
unsecured claims other than certain personal injury claims related
to the Debtor's Vernon facility and (z) the senior secured notes
unsecured deficiency claim.

The GUC Settlement also contemplates payment of certain
professional fees pursuant to the Plan, continuation of the
Debtor's defined benefit pension plan, assumption of collective
bargaining agreements, as well as for other administrative matters
from composition of the GUC Trust's board to claims administration
responsibilities.

A full-text copy of the Amended Disclosure Statement is available
at http://bankrupt.com/misc/EXIDEds0130.pdf

                    About Exide Technologies

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

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

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

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

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

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

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

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

                            *     *     *

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

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

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

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

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


FINDLAY TRUCK: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Findlay Truck Line Inc.
        PO Box 1362
        Findlay, OH 45839

Case No.: 15-30214

Chapter 11 Petition Date: January 30, 2015

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Hon. John Gustafson

Debtor's Counsel: Steven L Diller, Esq.
                  DILLER AND RICE, LLC
                  124 E Main Street
                  Van Wert, OH 45891
                  Tel: (419) 238-5025
                  Email: steven@drlawllc.com
                         kim@drlawllc.com

Total Assets: $426,996

Total Liabilities: $10.31 million

The petition was signed by Gregory J. Cassidy, president.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb15-30214.pdf


FIRST HORIZON: Fitch Affirms 'B' Preferred Stock Rating
-------------------------------------------------------
Fitch Ratings has affirmed First Horizon National Corp.'s (FHN)
ratings at 'BBB-/F3'.  The Rating Outlook remains Stable.

The rating action follows a periodic review of the mid-tier
regional banking group, which includes BOK Financial Corp. (BOKF),
Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC),
First Horizon National Corp. (FHN), First National of Nebraska,
Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp
(FULT), People's United Financial Inc. (PBCT), Synovus Financial
Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp.
(WBS), Wintrust Financial Corp (WTFC), and UMB Financial
Corporation (UMB).

Company-specific rating rationales for the other banks are
published separately.

KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT

Fitch's views FHN's ratings as solidly placed at 'BBB-' The company
continues to exhibit a strong franchise in the Southeast shown by
the #2 market share in the quality economic market of Tennessee.
Furthermore, FHN's core business lines (regional bank and capital
markets) continue to generate reasonable capital and absorb the
risk of potential litigation risks.  Finally, Fitch notes the
strength of management's efforts to wind down the nonstrategic loan
portfolio while minimizing credit losses.

While progress has been made over the last year in addressing legal
through an announced agreement with Freddie Mac (FHLMC) and Fannie
Mae (FNMA) relating to loans sold to the GSEs leading up to the
crisis, Fitch believes FHN's ratings are constrained to their
current level over the long-term given additional legal overhang
associated with the company's former legacy business strategy as
well as its tepid consolidated earnings performance.  Furthermore,
Fitch continues to believe that FHN's asset quality will lag that
of higher-rated peers given the sticky nature of its nonperforming
assets.

Over the past year, FHN reached agreements FHLMC and FNMA relating
to loans sold to the GSEs between 2000-2008.  While Fitch viewed
the announcements as generally credit neutral overall, the
settlements are also viewed as positive steps forward for FHN in
getting out from under various legal overhangs that resulted from
past national mortgage lending strategies.  The current rating and
Outlook for FHN incorporates the view that the $200 million
provision made in 3Q'13 would be sufficient to cover both
GSE-related settlements and other idiosyncratic costs relating to
legacy strategies.

Fitch expects FHN to continue to resolve outstanding legal
contingencies over the near-to-mid-term.  The company established
$92 million of net loss accruals from 4'Q13 through 3Q'14 related
to legal matters and points toward resolution of legacy matters. At
3Q'14, its litigation reserve had $56 million set aside to likely
cover potential payouts relating to the origination and sale of $27
billion of private-label securitizations between 2005 and 2008.
The company is currently subject to five securitization-related
lawsuits and three indemnification claims.

Fitch notes FHN is also being investigated by the U.S. Department
of Justice (DOJ) (on behalf of the Housing and Urban Development
[HUD]) relating to the underwriting of FHA loans which could result
in further settlement payouts.

The outcome and timing of these lawsuits, as well as any lawsuits
FHN could be named apart of in the future, is presently unclear and
thus not explicitly incorporated in FHN's current ratings. However,
Fitch expects FHN to maintain reasonable capital levels consistent
with its overall risk profile even after settlement of these legacy
issues.  This expectation is incorporated in today's rating action
and the current Outlook.

Overall, capital remains adequate relative to similarly rated banks
and supports FHN's current rating.  At 3Q'14, FHN had an estimated
Basel III capital equity tier 1 (CET1) of 11.4% compared to
management's target of between 8.0% and 9.0% in a normalized,
higher rate environment.  Management has shown its willingness and
ability to re-evaluate capital distribution actions, such as
pausing its share repurchase program after the FNMA settle was
announced in 3Q13, in order to maintain its strong capital base.

FHN's core business lines have maintained adequate performance
relative to similarly rated peers.  The company's core business
lines generate a ROA of between 80 and 100 bps any given quarter,
in line with Fitch's expectations and at levels that generate
reasonable capital.  For instance, FHN's regional bank has
generated a return on period-end assets of well-over 1% over the
last five quarters, showing great strength in the regional bank
franchise.

Fitch anticipates that FHN's core business lines will continue to
be reasonably profitable going forward.  However, given the
sustained low, short-term rate environment, Fitch expects the
bank's NIM to remain challenged and the capital markets business to
struggle to hit the $1 million ADR goal of management's.  This
expectation is embedded in FHN's current rating of 'BBB-'.

Furthermore, Fitch expects that performance on a consolidated basis
will continue to substantially lag higher rated peers due to the
additional costs associated with the company's former legacy
business strategy.  FHN's nonstrategic book, while now marginally
profitable, still necessitates a higher level of credit costs and
overhead expense and will be a drag on the bank's consolidated
earnings as long as it is a meaningful percentage of total assets
(above 5%)

Asset quality, while improving, continues to weigh on FHN's rating
and overall risk profile.  NPAs have been reduced to under 3.0% but
will remain elevated compared to peers given their nature. Accruing
TDRs, which make up nearly half of the company's NPAs, primarily
consist of stickier consumer-related restructured loans that will
most likely weigh down asset quality metrics over the long-term.
Fitch views the level of home equity loans that will reset over the
rating horizon as a constraint for upward rating movement.  While
Fitch does not believe capital will be significantly or materially
impacted, credit costs and nonperforming loan inflows will likely
remain elevated as borrower payments reset from interest only to
principal and interest.

RATING SENSITIVITIES - IDRS, VRs AND SENIOR DEBT

Fitch believes FHN's ratings are reasonably situated at 'BBB-'
given core business results and franchise strength.

Fitch will continue to monitor and assess FHN's legal risk.  To the
extent that the company continues to need to take outsized charges
that result in material capital deterioration, negative rating
action could be taken, although this is not expected. Material
capital deterioration could mean that core capital levels drop to
the bottom quartile of the peer group.

Given continued expectations that core earnings will be in-line
with similarly rated peers, upward rating movement is unlikely over
the near to mid-term.  However, over the long-term, to the extent
that FHN is able to maintain capital at adequate levels, reasonably
manage legal risk and credit risk and improve earnings performance,
positive rating action could be taken.

KEY RATING DRIVERS - HOLDING COMPANY

The IDR and VR of FHN is equalized with its operating company,
First Tennessee Bank, NA, reflecting its role as the bank holding
company, which is mandated in the U.S. to act as a source of
strength for its bank subsidiaries.

RATING SENSITIVITIES - HOLDING COMPANY

FHN's parent currently has a double leverage ratio in excess of
120%.  When double leverage exceeds 120%, Fitch has some discretion
to notch the holding company down below its bank subsidiary.
However, given that the bank has significant capital levels and
that both the bank and holding company have shown the ability to
access the capital markets, Fitch has not deemed it necessary to
take such an action.  Furthermore, the holding company currently
has four quarters of coverage in cash, which aids in meeting
near-term obligations.

Should FHN's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near-term obligations, there
is the potential that Fitch could notch the holding company IDR and
VR from the ratings of the operating companies.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

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

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

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

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

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

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

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

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

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

Fitch affirms these ratings:

First Horizon National Corporation
   -- Long-term IDR at 'BBB-'; Outlook Stable;
   -- Viability at 'bbb-'';
   -- Short-term IDR at 'F3';
   -- Senior at 'BBB-';
   -- Preferred stock at 'B';
   -- Support at '5';
   -- Support Floor at 'NF'.

First Tennessee Bank, N.A.
   -- Long-term IDR at 'BBB-'; Outlook Stable;
   -- Viability at 'bbb-';
   -- Short-term IDR at 'F3';
   -- Long-term deposits at 'BBB';
   -- Short-term deposits at 'F3';
   -- Short-term debt at 'F3';
   -- Senior debt at 'BBB-';
   -- Subordinated debt at 'BB+';
   -- Preferred stock at 'B';
   -- Support at '5';
   -- Support Floor at 'NF'.

First Tennessee Capital II
   -- Preferred stock at 'B+'.



FIRST NATIONAL: Fitch Affirms 'BB+' Subordinated Debt Rating
------------------------------------------------------------
Fitch Ratings has affirmed First National of Nebraska, Inc. (FNNI)
ratings at 'BBB-/F3'.  The Rating Outlook remains Stable.

The rating action follows a periodic review of the mid-tier
regional banking group, which includes BOK Financial Corp. (BOKF),
Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC),
First Horizon National Corp. (FHN), First National of Nebraska,
Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp
(FULT), People's United Financial Inc. (PBCT), Synovus Financial
Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp.
(WBS), Wintrust Financial Corp (WTFC), and UMB Financial
Corporation (UMB).

Company-specific rating rationales for the other banks are
published separately.

KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT

Today's affirmation of FNNI's rating and maintenance of the Stable
Outlook reflect Fitch's view that its operating performance remains
stable and in-line with similarly rated peers and the general
improvement in asset quality.  These aspects have allowed FNNI to
maintain adequate capital levels over the last year.

FNNI continues to generate reasonable earnings for its rating level
and business model.  Earnings, measured by return on average assets
(ROAA) have been stable year over year.  The company generated an
ROAA of 1.02% through third quarter 2014 (3Q14) compared to 1.04%
the year prior.  Earnings stability has been accomplished through
continued improvement in overhead expense as well as the company's
ability to maintain an above-average net interest margin (NIM).

FNNI's ability to maintain its margin in the ongoing low rate
environment is a rating strength and is primarily due to continued,
balanced growth in both its credit card portfolio (5.9% YoY) and
its regional bank franchise (6.2%).  Fitch views this level of
growth as reasonable and points toward adequate risk management
controls and systems.

Similar to most in the peer group, FNNI's asset quality continues
to experienced positive trends.  Both past-due loans and
non-accrual loans were down noticeably over the past year.
Non-accruing loans-to-total loans dropped to 0.75% from 1.03%,
while 30-89 days past due (a useful, forward-looking metric for
credit card issuers) were down to 0.64% from 0.82%.  As expected,
net charge-offs (NCOs) have leveled off over the last year.  NCOs
as a portion of gross loans were 1.52% through 3Q14 compared to
1.51% through the same period in 2013.  Fitch continues to expect
asset quality improvements to be nominal over the near- to
medium-term as card performance across the industry has reached its
peak and non-card credit losses remain stable.  This expectation is
reflected in today's affirmation as well as the Stable Outlook.

Fitch views capital levels and capital management as appropriate
for FNNI's current rating and its overall risk profile.  FNNI's
core capital ratios (measured by Fitch Core Capital [FCC] to total
assets) was augmented by nearly 50 basis points (bps) over the last
year to 8.91% while risk-based capital ratios remain well-above
regulatory minimums.  Fitch views these levels as adequate when
considering the bank's exposure to the consumer through its credit
card book and to the fairly stable economies in which its regional
bank operates (primarily Nebraska, Colorado and Kansas).

Liquidity risk management remains sound.  With a loan-to-deposit
ratio of 84%, FNNI continues to be primarily core-deposit funded
and holds solid market share throughout its geographic footprint.
This should aid the company in absorbing potential market risk as
rates potentially rise over the next year.  Fitch notes that the
holding company's financial profile continues to be adequate and in
line with expectations given its level of cash and other contingent
sources of liquidity.  The company has accumulated over $100
million in cash and has no short-term debt outstanding.

RATING SENSITIVITIES - IDRS, VRs AND SENIOR DEBT

Fitch views FNNI's ratings as solidly placed at 'BBB-'over the near
term.  However, given its relatively large credit card portfolio,
Fitch expects FNNI to generate above-peer profitability over time.
To the extent that profitability improves commensurately, and
converges with those banks at higher ratings on a consistent basis
while asset quality remains solid, upward movement could result for
FNNI's VR or the Outlook could be revised to Positive.

Fitch's current rating and Outlook are sensitive to capital
management.  As noted above, Fitch views current levels and
management as appropriate.  However, should capital levels be more
aggressively managed either through outsized growth (organic or
through acquisitions) or through a material increase in dividend
payouts to the private, family ownership (greater than 50%),
negative ration action could ensue.  Furthermore, should asset
quality metrics reverse their current trend and deteriorate
(particularly on the non-card book), potentially revealing relaxed
underwriting standards, an adverse rating action would likely be
the result.

KEY RATING DRIVERS - HOLDING COMPANY

The IDR and VR of FNNI is equalized with its primary operating
subsidiary First National Bank of Omaha, reflecting its role as the
bank holding company, which is mandated in the U.S. to act as a
source of strength for its bank subsidiaries.

RATING SENSITIVITIES - HOLDING COMPANY

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

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

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

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

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

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

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

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

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

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

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

Fitch has affirmed these ratings with a Stable Outlook:

First National of Nebraska, Inc.
   -- Long-term IDR at 'BBB-';
   -- Viability at 'bbb-'.
   -- Short-term IDR at 'F3';
   -- Support Ratings at '5';
   -- Support Rating Floor at 'NF'.

First National Bank of Omaha
   -- Long-term IDR at 'BBB-';
   -- Viability at 'bbb-';
   -- Long-term deposits at 'BBB';
   -- Short-term deposits as 'F2';
   -- Short-term IDR at 'F3';
   -- Subordinated debt at 'BB+';
   -- Support Ratings at '5';
   -- Support Rating Floor at 'NF'.



FIRST REPUBLIC: Fitch Affirms 'BB' Preferred Stock Rating
---------------------------------------------------------
Fitch Ratings has affirmed First Republic Bank (FRC) ratings at
'A-/F1'.  The Rating Outlook remains Stable.  The rating
affirmation and Outlook reflects the company's strong franchise,
superior asset quality through the cycle, and stable operating
performance.  These strengths are balanced against FRC's
geographically and product-concentrated businesses and limited
revenue diversification.  FRC's Stable Outlook reflects Fitch's
expectation that asset quality, capital and operating performance
will not materially change over the medium term.

The rating action follows a periodic review of the mid-tier
regional banking group, which includes BOK Financial Corp. (BOKF),
Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC),
First Horizon National Corp. (FHN), First National of Nebraska,
Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp
(FULT), People's United Financial Inc. (PBCT), Synovus Financial
Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp.
(WBS), Wintrust Financial Corp (WTFC), and UMB Financial
Corporation (UMB).

Company-specific rating rationales for the other banks are
published separately.

KEY RATING DRIVERS - IDRs, VRs AND SENIOR DEBT

Fitch considers FRC's franchise to be a key ratings strength for
the company, complemented by its stable management team which has
fostered a conservative credit environment.  FRC is heavily focused
on relationship banking that targets an affluent customer base and
uses jumbo residential mortgage products lending as a feeder to its
private banking and wealth management activities. This business
model has produced stable operating results and solid asset quality
metrics through credit cycles.

FRC's pristine asset quality is also an important rating strength,
as it consistently has the lowest nonperforming asset (NPA) levels
amongst the entire mid-tier bank group.  Fitch views FRC's strong
asset quality as a product of its solid core management team, good
underwriting practices, high net-worth clientele and strong local
markets.

FRC's earnings performance is solid.  The company's return on
average assets (ROAA) ranks amongst the highest of the mid-tier
group's earnings profiles.  That said, FRC's full year return on
average assets declined from 1.20% to 1.06% due to heightened
regulatory cost and net interest margin compression.  Fitch expects
earnings to be modestly lower in 2015 due to continued regulatory
costs and margin compression.  Presently, FRC's earnings profile is
heavily dependent on spread revenues.  However, over the long term,
FRC's growing wealth management business should help diversify
earnings, which could be a positive for the company's overall
credit profile.

Fitch recognizes FRC's solid liquidity position. The company has
managed to grow deposits faster than loans in 2014.  That said,
FRC's loan to deposit ratio remains in the top quartile of the peer
group with loans representing 103% of deposits.  Fitch believes
FRC's liquidity risk is significantly reduced due to FRC's strong
asset quality and strong history of execution on its strategies.

Fitch views FRC's capital levels to be appropriate in the context
of the company's overall risk appetite and anticipates that FRC
will manage its capital ratios near current levels.  Moreover, FRC
is still considered a de novo bank and is thus subject to elevated
capital requirements.

RATING SENSITIVITIES - IDRs, VRs AND SENIOR DEBT

A ratings upgrade is unlikely in the near term given FRC's
geographic concentration to California and limited revenue
diversification.  Presently, FRC is largely reliant on spread
income.  Further growth in fee income could strengthen the
franchise strength and earnings stability over the medium-to-long
term.  FRC's ratings would be sensitive to negative shocks to home
prices in its key markets such as San Francisco, Los Angeles, and
New York City.  Although Fitch expects FRC's credit quality to
remain relatively unchanged in the near term, the agency remains
concerned about the rapidly rising home values in San Francisco,
which is a core market for the company.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

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

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Preferred shares issued by FRC are all notched down from FRC's VRs
in accordance with Fitch's assessment of each instrument's
respective non-performance and relative loss severity risk
profiles.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

The ratings of preferred stock issued by FRC are primarily
sensitive to any change in FRC's VR.

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

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

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

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

First Republic Bank has $48 billion dollars in assets and is
headquartered in San Francisco CA.  The company serves
predominantly high net-worth individuals and operates a network of
73 offices, including 68 licensed deposit-taking branches, which
are primarily located in San Francisco, Palo Alto, Los Angeles,
Santa Barbara, Newport Beach, San Diego, New York, Boston, Palm
Beach and Portland.  Approximately 65% of loans outstanding are in
California and 19% are in New York.

Fitch affirmed these ratings with a Stable Outlook:

First Republic Bank

   -- Long-term IDR at 'A-'; Outlook Stable
   -- Short-term IDR at 'F1';
   -- Viability Rating at 'a-';
   -- Long-term deposit at 'A';
   -- Short-Term deposits at 'F1';
   -- Senior Unsecured at 'A-'
   -- Preferred stock at 'BB':
   -- Support Floor 'NF';
   -- Support '5'.



FLYING STAR CAFES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Flying Star Cafes, Inc., a NM corporation
           dba Flying Star
           dba Rio Chan Foods, LLC
           aka Flying Star Commissary
           dba Flying Star Foods, LLC
           aka Flying Star/Satellite Coffee
           aka Flying Star Foods
        2701 Broadway Blvd NE, Suite A
        Albuquerque, NM 87107

Case No.: 15-10182

Chapter 11 Petition Date: January 30, 2015

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Hon. David T. Thuma

Debtor's Counsel: Daniel J Behles, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: dan@behles.com

                     - and -

                  Arin Elizabeth Berkson, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: mbglaw@swcp.com

                    - and -

                  Bonnie Bassan Gandarilla, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: mbglaw@swcp.com

                     - and -

                  George M Moore, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: mbglaw@swcp.com
      
                    - and -

                  Koo Im Sakayo Tong, Esq.
                  MOORE, BERKSON, & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: kooimt@swcp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jean Bernstein, president/CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nmb15-10182.pdf


FULTON CAPITAL: Fitch Affirms 'BB' Preferred Stock Rating
---------------------------------------------------------
Fitch Ratings has affirmed Fulton Financial Corp. (FULT) ratings at
'BBB+/F2'.  The Rating and Outlook remains Stable.  The affirmation
reflects it solid earnings, asset quality and capital levels in
line with its current rating.

The rating action follows a periodic review of the mid-tier
regional banking group, which includes BOK Financial Corp. (BOKF),
Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC),
First Horizon National Corp. (FHN), First National of Nebraska,
Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp
(FULT), People's United Financial Inc. (PBCT), Synovus Financial
Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp.
(WBS), Wintrust Financial Corp (WTFC), and UMB Financial
Corporation (UMB).

Company-specific rating rationales for the other banks are
published separately.

KEY RATING DRIVERS - IDRs, VRs AND SENIOR DEBT

Asset quality trends continue to improve in line with its rated
peers.  Fitch expects nonperforming asset levels to be relatively
flat year over year.  Fulton's loan portfolio growth has been
modest and commercial loan exposure is well diversified.  Although
FULT operates in the Pennsylvania market where the Marcellus Shale
exists, FULT's footprint is further east of economies primarily
driven by shale.  As such, Fitch does not anticipate meaningful
impact from declining energy prices in the near term.

FULT's operating performance is solid and ranks in the top half of
the mid-tier peer group.  Fitch believes ROA will continue to
perform at cyclical lows during the low rate environment.  However,
Fitch has incorporated the expectation of earnings improvement once
the interest rate environment improves.

FULT's liquidity profile remains solid.  FULT's funding base is
mostly composed of core deposits.  FULT's loan-to-deposit ratio is
97%, which ranks among the top quartile of the mid-tier group.
Fitch expects this ratio to be relatively flat in the near term as
loan growth and deposit growth have been moderate.

Capital levels remain solid and in-line with the mid-tier regional
bank peer.  Fitch expects capital levels will relatively flat and
modest capital fluctuations are not anticipated to impact to FULT's
ratings.

RATING SENSITIVITIES - IDRs, VRs AND SENIOR DEBT

FULT is solidly situated at its current rating level.  While near
term ratings improvement is unlikely, FULT could garner positive
ratings momentum should the company improve franchise strength as
demonstrated by both funding costs and profitability consistently
ranking amongst the top quartile of the mid-tier banks.  However,
negative ratings pressure could build should asset quality trends
decline significantly or should capital management become more
aggressively managed.  Further, ratings could move lower over the
long term if competitive pressures from larger banking institutions
negatively impact FULT's ability to compete in its core markets.

RATING SENSITIVITIES - HOLDING COMPANY

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

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

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

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

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

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

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

To the extent that one of FULT's subsidiary or affiliated companies
is not considered to be a core business, Fitch could also notch the
subsidiary's rating from FULT's IDR.

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

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

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

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

Fulton Financial is a bank holding company that is headquartered in
Lancaster, PA and has $17 billion in assets.

Fitch has affirmed these ratings with a Stable Outlook:

Fulton Financial Corporation
   -- Long-term IDR at 'BBB+'; Outlook Stable;
   -- Short-term IDR at 'F2';
   -- Viability Rating at 'bbb+';
   -- Subordinated debt at 'BBB';
   -- Support affirmed at '5';
   -- Support Floor at 'NF'.

Fulton Bank, N.A.
   -- Long-term IDR at 'BBB+'; Outlook Stable;
   -- Long-term deposits at 'A-';
   -- Short-term IDR at 'F2';
   -- Short-term deposits at 'F2';
   -- Viability Rating at 'bbb+';
   -- Support '5';
   -- Support Floor at 'NF'.

The Columbia Bank
   -- Long-term IDR at 'BBB+'; Outlook Stable;
   -- Long-term deposits at 'A-';
   -- Short-term IDR at 'F2';
   -- Short-term deposits at 'F2';
   -- Viability Rating at 'bbb+';
   -- Support '5';
   -- Support Floor at 'NF'.

Lafayette Ambassador Bank
   -- Long-term IDR at 'BBB+'; Outlook Stable;
   -- Long-term deposits at 'A-';
   -- Short-term IDR at 'F2';
   -- Short-term deposits at 'F2';
   -- Viability Rating at 'bbb+';
   -- Support '5';
   -- Support Floor at 'NF'.

Fulton Bank of New Jersey
   -- Long-term IDR at 'BBB+'; Outlook Stable ;
   -- Long-term deposits at 'A-';
   -- Short-term IDR at 'F2';
   -- Short-term deposits at 'F2';
   -- Viability Rating at 'bbb+';
   -- Support '5';
   -- Support Floor at 'NF'.

Fulton Capital Trust I
   -- Preferred stock at 'BB'.



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

    Debtor                                    Case No.
    ------                                    --------
    Gertrude Street Metal Recycling, Inc.     15-30141
    3700 S. Gertrude Street
    South Bend, IN 46614

    Randy's Metal Recycling, Inc.             15-30142
    3700 S. Gertrude Street
    South Bend, IN 46614

    Going Green Metal Recycling, Inc.         15-30143
    1715 E. 226th Street
    Cicero, IN 46034

    NRJ Real Estate, LLC                      15-30144
    3700 S. Gertrude Street
    South Bend, IN 46614

    Randy's Territorial, LLC                  15-30145
    3700 S. Gertrude Street
    South Bend, IN 46614

Chapter 11 Petition Date: January 30, 2015

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Hon. Harry C. Dees, Jr.

Debtors' Counsel: R. William Jonas, Jr., Esq.
                  HAMMERSCHMIDT, AMARAL & JONAS
                  137 N. Michigan Street
                  South Bend, IN 46601
                  Tel: (574) 282-1231
                  Fax: (574) 282-1234
                  Email: rwj.haj@sbcglobal.net

                     - and -

                  R. William Jonas(TT), Jr., Esq.
                  HAMMERSCHMIDT, AMARAL & JONAS
                  137 N. Michigan Street
                  South Bend, IN 46601
                  Tel: 574-282-1231
                  Fax: 574-282-1234
                  Email: trt@hajlaw.com

                                          Total     Total
                                         Assets   Liabilities
                                      ----------  -----------
Gertrude Street Metal Recycling         $80,717     $2.11MM
Randy's Metal Recycling                 $1.82MM     $3.56MM
Going Green Metal Recycling             $27,329     $1.60MM
NRJ Real Estate                         $500,020    $1.75MM
Randy's Territorial                     $600,025    $1.60MM

The petitions were signed by Randall C. Schlipp, president.

A. A list of Gertrude Street Metal Recycling's 20 largest unsecured
creditors is available for free at:

            http://bankrupt.com/misc/innb15-30141.pdf

B. A list of Randy's Metal Recycling's 20 largest unsecured
creditors is available for free at:

            http://bankrupt.com/misc/innb15-30142.pdf

C. A list of Going Green Metal Recycling's three largest unsecured
creditors is available for free at:

            http://bankrupt.com/misc/innb15-30143.pdf

D. A list of NRJ Real Estate's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/innb15-30144.pdf

E. A list of Randy's Territorial's largest unsecured creditor is
available for free at http://bankrupt.com/misc/innb15-30145.pdf


HERRING CREEK: Disclosure Statement Hearing on Feb. 27
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts will
hold a hearing on Feb. 27, 2015, at 9:30 a.m. to consider approval
of the disclosure statement explaining the Plan of Reorganization
filed by debtor Herring Creek Acquisition Co., LLC

Objections to to the Disclosure Statement are due Feb. 20.

The Debtor filed the Plan and Disclosure Statement on Jan. 16.

Formed in 1995, the Debtor owns and manages several parcels of real
property located in Edgartown, Massachusetts. Three of the parcels
on the Property are rented and generate income for the Debtor. The
Debtor's manager, Robert Hughes, manages the Property.  The Debtor
was forced to file bankruptcy because New England Phoenix Co.,
Inc., a creditor asserting a secured claim, had scheduled a
foreclosure sale for one of the Debtor's parcels of real property.


The Plan provides for the sale of certain real estate, the
restructuring of the Debtor's operations, and, except for creditors
who have agreed to different treatment, for the payment of
creditors in full.

A summary of the types of Claims and the recovery for each type of
Claim under the Plan:

                   Gross Estimated
                   Claims at        Plan               Voting
  Type of claim    Petition Date    Treatment          Status
  -------------    ---------------  ---------          ------
Class 1 Anderson   $24,500,000      Subject to Plan    Impaired/
Secured Claim                       Support Agreement  Entitled
                                                       to vote

Class 2 Beckers    $3,000,000       Paid up to         Impaired/
Secured Claim                       $2,500,000         Entitled
                                                       to vote

Class 3 New        $2,600,000       Paid in full       Unimpaired
England Phoenix
Co., Inc. Secured
Claim

Class 4 Owen       $3,600,000       Paid in full       Unimpaired
Secured Claim

Class 5 Santander  $2,505,000       Paid in full       Unimpaired
Bank N.A.                           or reinstated
Secured Claim

Class 6 Herring       $59,000       Paid in full       Unimpaired
Creek Landowners
Association Claims

Class 7 General       $53,611       Paid in full       Impaired/
Unsecured Claims                                       Entitled
                                                       to vote

Class 8 Equity            N/A       Retain equity      Impaired/
Interests                           interests          entitled
                                                       to vote

The membership interests of the Debtor are held as follows:

     -- 50% by The Hughes Family Realty Trust, for which Robert
Hughes and Susan Hughes are trustees, and

     -- 25% each by Megan M. Johnson (formerly Megan M. Hughes) and
Sarah H. Douglas (formerly Sarah D. Hughes), the daughters of
Robert and Susan Hughes.

Robert Hughes is the sole manager of the Debtor, and will continue
to be the sole manager of the Debtor after the Effective Date. Mr.
Hughes is not and will not be paid a salary to manage the Debtor.

A copy of the 29-page Disclosure Statement is available at:

     http://bankrupt.com/misc/HerringCreek_27_DS.pdf

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


HERRING CREEK: Feb. 6 Hearing on Bid for Buyer's Concessions
------------------------------------------------------------
Herring Creek Acquisition Co., LLC, will return to the Bankruptcy
Court on Friday, February 6, 2015, to seek approval of certain
expenses in connection with the Debtor's proposed sale of assets
pursuant to its plan of reorganization.

The Debtor's Plan proposes to fund distributions to creditors
through the sale of a portion of the Debtor's real property to
Dream Enterprises, LLC, pursuant to a Purchase and Sale Agreement
-- P&S -- previously negotiated between the Debtor and the Buyer.
The Debtor has reached an agreement with two of its secured
creditors regarding their plan treatment.  Pursuant to its
agreement with secured creditor Porter Anderson, Anderson has
agreed to provide a so-called "SPM Carve-Out" to be used to fund
the Plan. Along with the Debtor's other assets and cash flow, the
Carve-Out will permit the Debtor to pay all creditors, except those
who agree to different treatment, in full.

The P&S provides in part for the payment by the Debtor, or setoff
by the Buyer against rent due to the Debtor, of break-up fees and
certain costs and expenses related to the Buyer's efforts and
financial risks attendant to the Sale.  The P&S requires that the
Debtor obtain the Court's approval of concessions by February 9.

To compensate the Buyer for the time, effort, and expense incurred
in negotiating, documenting, and seeking to consummate the Sale,
the P&S provides that, under certain circumstances, that the Buyer
will become entitled to specified payments and setoff rights from
the Debtor:

     a. The Buyer shall be entitled to offset, against the portion
of the Purchase Price allocated to the Farm Property, attorneys
fees reasonably incurred after the closing of the Cove House sale
in connection with the purchase of the Farm Property -- Farm
Bankruptcy Legal Fees Offset;

     b. In the event that the Buyer fulfills its obligations under
the P&S and either: (i) the Cove House is sold to any party other
than the Buyer or the Buyer's affiliate pursuant to a an order of
the Court, or (ii) a plan of reorganization of the Debtor is
confirmed pursuant to which the Debtor retains possession of the
Cove House and subsequently, within six months after such
confirmation, the Debtor sells the Cove House to anyone other than
the Buyer or the Buyer's affiliate, the Debtor shall pay to the
Buyer the amount of $435,000 -- Cove House Break-Up Fee;

     c. In the event that the Buyer fulfills its obligations under
the P&S and either: (i) the Farm Property is sold to any party
other than the Buyer or the Buyer's affiliate pursuant to a an
order of the Court, or (ii) a plan of reorganization of the Debtor
is confirmed pursuant to which the Debtor retains possession of the
Farm Property and subsequently, within six months after such
confirmation, the Debtor sells the Farm Property to anyone other
than the Buyer or the Buyer's affiliate, the Debtor shall pay to
the Buyer the amount of $105,000 -- Farm Break-Up Fee; and

     d. In the event that the Buyer terminates the P&S in
accordance with its terms, because of the Debtor's default or
failure to perform its obligations under the P&S, the Buyer shall
be entitled to offset the cost of any Inspections incurred by the
Buyer prior to such termination against any amounts of rental still
due and payable under the lease of the Cove House by MCCMT, LLC --
Inspection Offset.

The Sale proceeds will provide the largest portion of the funds
used to make the distributions contemplated under the Plan. If
confirmed, the Plan provides for the payment in full of all
creditors, other than those who agree to different treatment. Due
to the unique nature of the Debtor's properties, the Buyer has and
will continue to expend significant resources conducting due
diligence, and in negotiating and documenting the sale of Cove
House and the Farm Property. The Buyer Concessions were negotiated
between the Debtor and the Buyer in good faith as part of the
arm's-length Sale transaction.

The Farm Bankruptcy Legal Fees Offset reimburses the Buyer for
certain costs associated with the Debtor's bankruptcy proceeding
which may not have been incurred if the Sale had occurred outside
of a bankruptcy. The Cove House Breakup Fee, the Farm Breakup Fee,
and the Inspection Offset insure that the Buyer will be reimbursed
for its costs incurred in its sale efforts in the event that it is
not successful in acquiring either property. In the event that the
transaction contemplated by the P&S does not close, the Debtor
intends to locate and sell Cove House and the Farm Property to a
different buyer. In such a sale, the work done and to be done by
the Buyer will benefit the Debtor as it will make it easier to
locate and close with a different buyer.

The Buyer's Concessions in the aggregate constitute less than 4% of
the Purchase Price. In light of the benefits provided by the Buyer
to the Debtor's estate by the Sale, the Buyer Concessions should be
approved as administrative expenses of the estate, the Debtor
said.

                About Herring Creek Acquisition Co.

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


HERRING CREEK: Selling 2 Properties to Dream for $18 Million
------------------------------------------------------------
Herring Creek Acquisition Co., LLC, the owner and manager of
several parcels of real property located in Edgartown,
Massachusetts, has a deal to sell its Cove House and Farm Property
to Dream Enterprises LLC, an affiliate of MCCMT LLC, for $18
million.

Cove House, located at 27 Butler's Cove Road, is improved by a five
bedroom, seven bathroom house, and is rented seasonally. As of the
Petition Date, the Debtor had entered into a lease of Cove House
with MCCMT for the period between November, 2014 and September 8,
2015.

Farm, located at 17, 19 and 23 Butler's Cove Road has a four
bedroom, 3 bathroom apartment, as well as a separate house called
the Flagpole House. The apartment on Farm is rented seasonally.

On Dec. 11, 2014, the Debtor executed the purchase and sale
agreement with Dream Enterprises.  The buyer and its principals are
not Insiders or affiliates of the Debtor.

Of the approximately $18 million purchase price, $14,450,000 is
assigned as the purchase price for Cove House. A deposit for the
sale of Cove House of $722,500 has been paid to the escrow agent,
McCarron, Murphy & Vukota.  At the closing of Cove House sale, the
Buyer will pay the remainder of Cove House purchase price --
$13,727,500.

The price assigned to the sale of the Farm Property is $3,500,000.
A deposit of $174,960 for the sale of the Farm Property has been
paid to the Escrow Agent.  At the closing of the Farm Property
transaction, the Buyer will pay the remainder of the agreed
purchase price -- $3,325,040.

At a sale price of $14,450,000, the closing of the Cove House sale
will generate enough cash to pay the Cove House Claim of Santander
Bank N.A. and the Secured Claim of Walters E. Owens in full under
the Debtor's plan -- which was filed on January 16, 2015, and
reported in today's issue of the Troubled Company Reporter -- with
enough cash remaining to fund a carveout under a Support Agreement
the Debtor reached with Porter W. Anderson, Jr.

Anderson has a claim against the Debtor in the amount of
$24,500,000 that is secured by a third priority mortgage on Cove
House.  He has agreed to carve out from the proceeds of his third
priority Lien against Cove House certain amounts to fund the
transactions contemplated in the Plan.  As long as he receives the
agreed upon treatment under the Plan, Anderson consents to the sale
of Cove House and agrees to support and vote for the Plan.

The Carveout permits the payment in full of New England Phoenix
Company, Inc.'s claims, the payment of Administrative and
non-Insider General Unsecured Claims in full, and the funding of a
payment on account of the claims of William R. Beckers, Trustee of
the WR & SL Revocable Trust.

Beckers has a claim against the Debtor in the asserted amount of
$3,00,000 that is secured by a fourth priority mortgage on Cove
House.

NEPCO has a claim against the Debtor in the asserted amount of
$2,800,000 that is secured by a fifth priority mortgage on Cove
House and by a second priority mortgage on Sanderling and a second
priority mortgage on the Farm. The principal amount of the NEPCO
claim is approximately $2,600,000.

Walter E. Owen, as trustee of the Walter E. Owen, III 2001 Trust,
has a claim against the Debtor in the asserted amount of $3,600,000
that is secured by a second priority mortgage on Cove House.

Santander Bank has the following claims against the Debtor: (i) a
claim in the asserted amount of $1,480,229 that is secured by a
first priority mortgage on Cove House; (ii) a claim in the asserted
amount of $1,024,556 that is secured by a first priority mortgage
on Farm; and, (iii) a claim in the asserted amount of $475,035 that
is secured by a first priority mortgage on Sanderling.

The Herring Creek Landowners' Association may have a secured claim
for unpaid association dues of approximately $59,000.

Prior to accepting the Buyer's offer, the Debtor obtained an
opinion of value for Cove House and the Farm Property from Conover
Realty/ LandVest, one of the real estate brokerage firms on
Martha's Vineyard.  In the opinion of LandVest, the Buyer's offer
met or exceeded the value of Cove House and the Farm Property. From
time to time, the Debtor also received unsolicited expressions of
interest from various parties, but none was higher than the Buyer's
offer.

The purchase and sale agreement provides for the sale of Cove House
in advance of the sale of the Farm Property. The key conditions to
the closing of Cove House sale are: (i) the Buyer obtaining final
approval for the construction of a path and boat ramp connecting
Cove House with the Edgartown Great Pond, a fence associated with
the access path and a shed near Cove House pool; (ii) the Debtor
obtaining final approval for a subdivision or reorganization of the
lots comprising the Farm Property to conform with the recorded plan
related to the Farm Property or to effect the transfer of a sliver
of land from Cove House lot to the Farm lot; (iii) seller's receipt
of the Anderson Support Agreement; and (iv) entry of an order of
the Court, not subject to stay or appeal, authorizing the sale of
Cove House to the Buyer.

The Cove House closing is set to take place within 10 days after
the satisfaction of its key closing conditions. The Debtor spent a
substantial amount of time prior to the Petition Date resolving the
non-bankruptcy Cove House closing conditions, and, subject to
confirmation of the Plan, expects to be able to close the sale of
Cove House upon entry of a Confirmation Order.

The key conditions to the closing of the Farm Property sale are:
(i) the Buyer obtaining final approval for the plans and
specifications for the renovation of the Farm; (ii) the Debtor
obtaining the consent of the F.A.R.M. Institute, Inc. and The
Nature Conservancy for the assignment of the Debtor's sublease of
the Central Field to the Buyer; (iii) entry of an order of the
Court, not subject to stay or appeal, authorizing the sale of the
Farm and the assignment of the Central Field sublease to the Buyer;
and (iv) the closing of Cove House sale. The Farm Property closing
is set to take place within 10 days after the satisfaction of its
key closing conditions.

The purchase and sale agreement includes a provision for the
payment of a break-up fee in the event that Cove House or the Farm
Property is sold to a party other than the Buyer or if the Debtor
retains these properties pursuant to a plan of reorganization and
subsequently sells either property within six months of the
confirmation of such plan.

The Debtor has filed a separate motion seeking Court approval for
the break-up fee.  If the Debtor is not successful in obtaining
Court approval for the break-up fee, the Buyer, in its discretion,
may terminate the purchase and sale agreement.

The purchase and sale agreement includes a provision for the
payment of broker's fees to Tea Lane Real Estate, LLC equal to 3%
of the purchase price in consideration of its services in
facilitating the sale transactions contemplated in the purchase and
sale agreement. Subject to confirmation of the Plan, the Debtor
will pay one-half of the Brokers' fees -- 218,700 at the closing of
the Cove House sale and $51,300 at the closing of the Farm Property
sale. The Buyer will pay the other half of the Broker's fees.

If the Cove House closing occurs prior to July 1, 2015, the Buyer
is entitled to a credit against the Farm Property purchase price
for a certain amount of the rent paid to the Debtor under the MCCMT
lease of Cove House. If the Cove House closing occurs after July 1,
2015, MCCMT shall continue as Lessee of Cove House and, to the
extent a Cove House closing occurs within its lease period the
Buyer shall be entitled to a prorated credit against the Farm
Property purchase price at the Farm Property closing.

The Buyer, in its discretion, may terminate the purchase and sale
agreement and obtain the return of the deposits that have been paid
if the Debtor is not successful in obtaining an order from the
Court approving Cove House sale within 120 days of the Effective
Date of the purchase and sale agreement. If the Debtor is unable to
obtain Court approval for the Farm Property sale within 120 days of
the P&S Effective Date, the Buyer, in its discretion, may terminate
the P&S, or just the Farm Property transaction, and obtain the
return of all the deposits or just the deposit with respect to the
Farm Property transaction, as applicable.

The purchase and sale agreement provides the Buyer with a diligence
period of 30 days following the P&S Effective Date for Cove House,
and six months following the P&S Effective Date for the Farm
Property. During these periods, the Buyer has the opportunity to
conduct surveys, review title, undertake feasibility studies and
perform other legal diligence, and may terminate the purchase and
sale agreement if its findings under those studies and diligence
are not acceptable to the Buyer.

The purchase and sale agreement does not convey the Debtor's
Sanderling or the Flagpole House properties to the Buyer. These
properties will be retained by the Debtor.

                About Herring Creek Acquisition Co.

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


HERRING CREEK: UST & NEPCO Object to Buyers' Concessions
--------------------------------------------------------
William K. Harrington, the United States Trustee, asks the
Bankruptcy Court to deny the request of Herring Creek Acquisition
Co., LLC, for approval of certain sale-related expenses.

The U.S. Trustee said the purchaser of certain of the Debtor's
assets is acquiring certain real and other personal property
through a proposed plan of reorganization, not through a Section
363 sale, for which there is no opportunity for any higher and
better offers to be submitted.  The U.S. Trustee argued that the
form and type of expenses sought through the Expense Motion are
those which are typically found in a "stalking horse" bid and
related transaction under Section 363 of the Bankruptcy Code.
However, the underlying transaction is not based on any premise
that the due diligence already conducted by the proposed buyer is
diligence which will benefit the estate in the event of a
subsequent bid. Moreover, upon information and belief, a
significant amount of due diligence has already been conducted
relative to the proposed sale under the plan between the Debtor and
the purchaser Dream Enterprises, LLC, and the transaction
contemplated has been in the negotiation stage since well prior to
the petition date.

New England Phoenix Co., Inc., also objects, arguing that the
Debtor's request is at best premature.  NEPCO said the Debtor has
demonstrated no rationale for approving what essentially amount to
"stalking horse" bid protections to the putative purchaser in the
context of private sale in connection with a reorganization plan.

NEPCO is represented by:

     Armando E. Batastini, Esq.
     Lee Harrington, Esq.
     NIXON PEABODY LLP
     One Citizens Plaza
     Providence, RI 02903
     Tel: (401) 454-1000
     Fax: (866) 680-8453
     E-mail: abatastini@nixonpeabody.com
             lharrington@nixonpeabody.com
             mryone@nixonpeabody.com
             hrothemich@nixonpeabody.com

Rian Vernon, Esq. -- mabk@harmonlaw.com -- argues on behalf of
Santander Bank, N.A.

                About Herring Creek Acquisition Co.

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


IBAHN CORP: Seeks Plan Extension Pending Dismissal Ruling
---------------------------------------------------------
iBahn Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to further extend their exclusive periods for
filing a plan through and including March 6, 2015, and through and
including May 6, 2015, for obtaining acceptances of a plan.

The Court will convene a hearing on Feb. 3 on the Debtors' request
for dismissal of their Chapter 11 cases.  In support of their
dismissal request, the Debtors related that they have closed on the
Court approved sale of substantially all of their assets to
Guest-Tek Interactive Entertainment, Ltd., and after the sale, they
no longer had any material assets and have conducted virtually no
business operations since the closing of the sale other than
winding down the business.  The Debtors seek further extension of
their exclusive periods out of abundance of caution to preserve
their rights in the event the dismissal request is not approved.

                           About iBahn Corp.

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

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


IPC CORP: Shift in Term Loan No Impact on Moody's B3 CFR
--------------------------------------------------------
Moody's Investors Service said that there is no impact on IPC
Corp.'s B3 Corporate Family Rating ("CFR"), B1 and Caa2 ratings on
the company's proposed first lien and second lien credit
facilities, following the company's announcement of approximately
$40 million shift in its proposed capital structure from 2nd lien
to 1st lien term loan. After the shift in term loans, the amounts
of first lien and second lien term loans are $595 million and $305
million, respectively. Although ratings are not impacted by the
revised transaction, the revolver is anticipated to be partially
drawn to fund the original issuance discount of the loans, which
moderately weakens the company's liquidity profile.

Ratings Rationale

The B3 CFR reflects IPC's high leverage combined with its high
business risk profile, as demonstrated by volatile and uncertain
demand for the company's specialized telephony products and
non-recurring nature of trading turrets installation revenues
(historically about 25% of total revenues). As the overall market
for trading turret systems has limited growth prospects, Moody's
believes that recent sales increases only temporarily benefit the
company's credit profile. Moody's also expects IPC's margins to
remain under pressure as the company grows sales of its lower
margin data services to offset the pricing pressure in its higher
margin voice connectivity services. The company's data services
business is relatively small but has been growing at strong double
digit rates and has the potential to improve its margins as it
achieves scale. IPC's ratings are supported by the company's
leading market position as a supplier of specialized telephony
systems to traders and brokers in the financial services industry
and long standing relationships with key customers.

The positive rating outlook reflects Moody's expectation that IPC's
credit metrics will strengthen over the next 12 to 18 months,
supported by strong demand on its trading turret systems over the
near to medium term and stabilization in network services business.
The company's credit profile also benefits from the full year
impact of recent cost saving measures. The company's leverage
(measured on a Moody's adjusted debt to EBITDA basis) could decline
towards 5 times particularly if the company uses free cash flow to
pay down debt.

Liquidity is adequate but modest based on estimated cash at closing
of $10 million and a $25 million revolver, anticipated to be
partially drawn at the close of transaction. The company is
expected to generate free cash flow in excess of $50 million in the
first year after closing (excluding transaction costs).

IPC's ratings could be pressured by a sustained decline in revenues
or EBITDA resulting from competitive challenges or weak business
execution particularly if leverage is sustained above 7.0 times or
if free cash flow is negative. Furthermore, if the company's
liquidity situation deteriorates, a downgrade is possible.

IPC's ratings could be upgraded if IPC demonstrates revenue and
earnings growth and reduces debt to maintain leverage below 5.5
times and free cash flow to debt greater than 8%. An upgrade is
unlikely however unless funded debt is reduced to well under $800
million.

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

IPC, headquartered in Jersey City, New Jersey, provides integrated,
specialized communications solutions to global enterprises,
primarily in the financial services industry. The company, with
revenues of approximately $499 million for the fiscal year ended
September 30, 2014 is being acquired by funds affiliated with
private equity firm Centerbridge.



KIOR INC: Feb. 19 Hearing on MDA's Bid to Sue KFT Trust, 5 Others
-----------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware is set to hold a hearing on
Feb. 19 to consider Mississippi Development Authority's motion to
sue KFT Trust and five others in behalf of KiOR Inc.

KiOR previously agreed to release its claims in exchange for
financing from the trust's wholly-owned subsidiary Pasadena
Investments LLC, which was formed three days before the company
filed for bankruptcy protection.

According to the agency, KiOR allegedly did not perform due
diligence to confirm the validity of its claims against the trust,
Khosla Ventures III LP, VNK Management LLC, 1538731 Alberta Ltd.,
1538716 Alberta Ltd., and KFT trustee Vinod Khosla.

The deadline for filing objections to the motion is Feb. 6, at 4:00
p.m. (Prevailing Eastern Time).

                          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.


LANTHEUS MEDICAL: S&P Revises Outlook to Stable & Affirms 'B-' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Lantheus Medical Imaging Inc. to stable from negative.  At the same
time, S&P affirmed its 'B-' corporate credit rating and 'B-'
issue-level rating on the company's unsecured notes.

"The outlook revision reflects a stabilization of the company's
business that contributed to financial performance, through the
first nine months of 2014, that is trending to exceed our base-case
expectation for full-year 2014," said Standard & Poor's credit
analyst Michael Berrian.  S&P now believes that EBITDA will be
about $60 million for all of 2014, which is about 10% higher than
S&P's previous forecast.  S&P also expects cash flow to be higher
than its original estimate.  Although S&P revised downward its 2015
expectations as a result of competitive pressures and the absence
of a contract with Cardinal Health, S&P still expects Lantheus will
generate modest free cash flow.

The stabilization of Lantheus' business during 2014 resulted in
leverage declining to 7.8x at Sept. 30, 2014.  S&P now expects
full-year leverage to be about 7x, which exceeds its prior
base-case estimate of 7.6x. EBITDA coverage of interest has also
improved, to 1.4x at Sept. 30, 2014, and S&P expects the company to
sustain that coverage level above 1x through 2015.  Despite the
improvement, both measures remain consistent with S&P's assessment
of financial risk as "highly leveraged".

The stable outlook reflects S&P's view that Lantheus will be able
to maintain leverage at about 8x, preserve its liquidity position,
and have an interest coverage cushion of more than 1x despite S&P's
base-case expectation of lower revenue and EBITDA in 2015 due to
competitive challenges and the nonrenewal of a Cardinal Health
contract.

S&P could lower the rating if revenue and EBITDA are lower than its
base case, contributing to higher leverage and its belief that the
capital structure may not be sustainable.  Lower-than-expected
volumes of DEFINITY and Technelite Generators and gross margin
contraction to 37% or less would result in leverage in excess of
8.5x and contribute to this outcome.  In addition, this would
likely result in negative cash outflows and reduce the amount of
on-hand cash, impairing liquidity to the point where Lantheus' only
source of liquidity would be its ABL.  At this point, Lantheus
would only generate minimal FFO and EBITDA coverage of interest
would likely be less than 1x.

S&P believes that a higher rating is unlikely over the next few
months given its expectation that competitive pressures will result
in a decline in revenue and EBITDA during 2015.  Over the next
year, S&P could raise the rating once it become confident that
Lantheus can sustain and expand its revenues and EBITDA such that
discretionary cash flow is consistently positive.



LEHMAN BROTHERS: Cash Flow Increases to $90.6 Billion
-----------------------------------------------------
Lehman Brothers Holdings Inc. filed on Jan. 30 in U.S. Bankruptcy
Court for the Southern District of New York cash flow estimates for
itself and its controlled affiliates for the period beginning Oct.
3, 2014 through their estimated end of activities.  Total cash from
operations for the period subsequent to the commencement of their
bankruptcy cases is now estimated to be $90.6 billion, reflecting a
$1.8 billion increase from the cash flow estimates filed with the
court in July 2014.  The increase is primarily driven by recent
settlement agreements with holders of claims against Lehman
Brothers Bankhaus A.G. and LBHI relating to LBHI's guarantee of
Bankhaus' obligations, as well as positive execution results and
increases in the estimated value of certain assets. The Company
estimates remaining cash from operations following the sixth
distribution to third party creditors (October 2, 2014) of
approximately $13.8 billion, excluding potential litigation
recoveries.

The cash flow estimates and related filings, including recent
balance sheets, the chapter 11 plan and disclosure statement, can
be found at http://www.lehman-docket.com/in the "Key Documents"
section.  The Company's posted responses to questions can also be
found at http://www.lehman-docket.com/in the "Key Documents"
section, under "Responses to Questions Submitted."  For any
additional questions regarding financial disclosures, the Company
has established an e-mail address, which can be found in the CFE
filing referenced above.  The Company will continue to review
questions and, where appropriate, post responses.

                      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 (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.  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.



LLS AMERICA: Trustee Wins C$99,250 Judgment Against CLB Holdings
----------------------------------------------------------------
Chief District Judge Rosanna Malouf Peterson of the Eastern
District of Washington ruled that Bruce P. Kriegman, solely in his
capacity as court-appointed Chapter 11 Trustee for debtor LLS
America, LLC, is entitled to and is granted a judgment for the
benefit of the Debtor's Liquidating Trust against CLB Holdings and
Cathy Bjarnason in the amount of C$99,250.00, plus pre-judgment
interest from July 21, 2009, at the applicable federal judgment
rate and post-judgment interest at the federal judgment rate from
the date of judgment to the date the judgment is paid in full.

CLB Holdings, operating through Cathy Bjarnason, was the initial
transferee of payments received from the Debtor.  The Court said
the Trustee is entitled to recover all transfers to the
Defendants.

A copy of Judge Peterson's Jan. 13, 2015 Amended Findings of Fact
and Conclusions of Law is available at http://is.gd/oYdip6from
Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LUCAS ENERGY: Lender Waives January Loan Interest Payment
---------------------------------------------------------
Lucas Energy, Inc., an independent oil and gas company with
operations in Texas, on Jan. 30 disclosed that it has failed to
make a required principal payment that was due on Dec. 13, 2014
under the terms of the Amended Loan Agreement.  Specifically, on
Jan. 26, the Company received notice from a representative of its
lender that it had defaulted on a payment.  Consequently, the
amount owed under the loan agreement of $7.7 million will accrue at
a default interest rate of 18% per annum.  No further action has
been taken by the Company's lender, who has also waived a required
interest payment, which it also failed to pay, that was due in
January 2015.  The lender has also reserved the right to enter into
an amended agreement with Lucas at any time or to enforce other
rights under the agreement as a result of such default.

"The plunge in crude oil prices has required us to reconsider all
alternatives," said Anthony C. Schnur, the Chief Executive Officer
of Lucas.  "We are actively and aggressively pursuing options to
secure funding through a corporate combination or project financing
arrangement.  We believe we have made significant progress toward
establishing a definitive path forward.  Management remains
confident that a suitable solution will be agreed upon in the
coming weeks and resulting public announcement at the appropriate
time.

"Over the past six weeks, we have slashed our general and
administrative and operating expenses by approximately $160,000 per
month, or about $2 million per year.  Our production has been
maintained at current levels considering natural declines, and we
continue to anticipate drilling on our Eagle Ford shale acreage in
Karnes County as soon as we are able to finalize alternative
financing arrangements."

                        About Lucas Energy

Headquartered in Houston, Texas, Lucas Energy (NYSE MKT: LEI) --
http://www.lucasenergy.com/-- develops crude oil and natural gas
in the Austin Chalk and Eagle Ford formations in South Texas.



LUTHERAN CHURCH: Gets Initial Stay Order from Alberta Court
-----------------------------------------------------------
Lutheran Church et al. on Jan. 23, 2015, obtained an initial order
from the Court of Queen's Bench of Alberta under the Companies'
Creditors Arrangement Act, providing for a stay of proceeding until
Feb. 20, 2015, pursuant to which creditors are restrained from
enforcing or exercising any rights or remedies against the District
Group.

Deloitte Restructuring Inc. was appointed by the Court as the
Monitor in the CCM proceedings.

Deloitte can be reached at:

   Deloitte Restructuring Inc.
   700, 850 - 2nd Street s.w.
   Calgary AB T2P 0R8
   Canada
   Tel: 403-267-1899
   Fax: 403-718-3681
   E-mail: calgaryrestructuring@deloilte.ca


MF GLOBAL: Customers May Forfeit Claims for $10.4 Million
---------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that some 1,400 customers of MF Global Inc., the
liquidating commodities broker, haven't taken the simple steps
required for the trustee to pay them $10.4 million in a second
distribution of 28 percent that would have paid them in full.

According to the report, if the customers don't cash their checks
or return required forms in about 90 days, they'll lose the money,
assuming the bankruptcy judge in New York agrees with the proposal
made by MF Global trustee James Giddens.  At a hearing on Feb. 18,
Mr. Giddens plans to ask the bankruptcy judge to give the customers
about three months to fill out the documents or cash their checks
and if they don't, the money they forfeit will be used to reimburse
the Securities Investor Protection Corp. for some of the cost of
the liquidation, the report said.

                         About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of

the world's leading brokers of commodities and listed derivatives.

MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MINERAL PARK: Fee Examiner Proposes Bernstein Shur as Counsel
-------------------------------------------------------------
Robert J. Keach, Esq., the fee examiner of Mineral Park, et al.,
seek approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Bernstein, Shur, Sawyer & Nelson, P.A., as
counsel, nunc pro tunc to Dec. 5, 2014.

Mr. Keach, who was named fee examiner Dec. 5, practices law as a
shareholder of Bernstein Shur.

The Court appointed the Fee Examiner to review and assess requests
for allowance of fees and expenses by certain professionals in the
Chapter 11 cases.  The Fee Examiner needs the services of Bernstein
Shur to assist him in his analysis of the fees and expenses of
retained professionals, and the preparation and filing of reports
regarding same, in the Chapter 11 cases.

Bernstein Shur's hourly rate structure ranges from $335 to $525 for
shareholders; $185 to $225 for associates; and $150 to $185 for
paraprofessionals.

The Fee Examiner's scope of duties include reviewing the Fee
Applications and related invoices for compliance with, among other
things, the United States Trustee Guidelines for Reviewing
Applications for Compensation & Reimbursement of Expenses filed
under 11 U.S.C. Sec. 330 (28 C.F.R. Part 58, Appendix A).

Mr. Keach attests that he and the firm are "disinterested persons"
under Sections 101(14) and 327 of the Bankruptcy code.

The Fee Examiner can be reached at:

         Robert J. Keach, Esq.
         BERNSTEIN, SHUR, SAWYER & NELSON, P.A.
         100 Middle Street, P.O. Box 9729
         Portland, ME 04104-5029
         E-mail: rkeach@bernsteinshur.com
         Tel: (207) 774-1200

                    About Mineral Park

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

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

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

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

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

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

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


NII HOLDINGS: Proposes March 20 Auction for Mexican Affiliate
-------------------------------------------------------------
NII Holdings, Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York to approve procedures governing the
sale of the entirety of their interest in their non-debtor
operations in Mexico to an affiliate of AT&T, subject to higher and
better bids.

According to the Debtors, AT&T affiliate New Cingular Wireless
Services, Inc., offered to purchase NII Mexico for approximately
$1.875 billion and its bid will serve as the stalking horse bid in
the auction and sale process.  The Purchaser's offer is supported
by major creditor constituencies; specifically, a group of entities
managed by Aurelius Capital Management, LP; a group of entities
managed by Capital Research and Management Company; and the
Official Committee of Unsecured Creditors, each of which is a party
to the existing Plan Support Agreement.

The Debtors propose an auction to be held on March 20, 2015, and a
hearing to consider approval of the sale to be held on March 23,
2015.  A Potential Bidder that desires to make a bid must deliver
written and electronic copies of its bid so as to be received no
later than March 17.

The Sale Transaction may be terminated if (i) the Bidding
Procedures Order has not been entered on or before Feb. 17, 2015,
(ii) the Auction is not held on or before March 20, 2015, (iii) the
Sale Hearing is not held on or before March 23, 2015 or (iv) the
Sale Order has not become a Final Order on or before April 6, 2015.
The closing date is scheduled to occur on or before
June 30, 2015, which may be extended until Sept. 30, 2015 if
certain conditions are satisfied.

The Debtors also are requesting approval of the provision of the
Purchase Agreement regarding the payment of a break-up fee of $32
million and an expense reimbursement not to exceed $10 million.

A hearing on the Bidding Procedures Motion will be held before on
Feb. 17, 2015, at 2:00 p.m. (Eastern Time).  Objections, if any,
must be filed on or before Feb. 10.

                        About NII Holdings

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

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

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

NIU Holdings LLC, holder of 100% of the equity of Nextel
International (Uruguay), LLC, sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 15-10155) on Jan. 25, 2015.
NIU Holdings is a direct subsidiary of Netherlands-based NIHD
Telecom Holdings, B.V., and affiliated with debtors NII Holdings,
Inc., et al.  NIU Holdings' principal asset is its equity interests
in Nextel Uruguay.  The Debtor estimated its assets at $500 million
to $1 billion and debt at $0 to $50,000.


OVERSEAS SHIPHOLDING: Capital Product Incurs Claim Settlement Loss
------------------------------------------------------------------
Capital Product Partners L.P., an international diversified
shipping company, on Jan. 30 released its financial results for the
fourth quarter ended Dec. 31, 2014.

The Partnership's net income for the quarter ended Dec. 31, 2014,
was $13.7 million.  After taking into account the preferred
interest in net income attributable to the unit holders of the
14,223,737 Class B Convertible Preferred Units outstanding as of
December 31, 2014, the result for the quarter ended December 31,
2014 was $0.10 net income per limited partnership unit, which is
$0.01 higher than the $0.09 net income per unit from the previous
quarter ended September 30, 2014 and $0.12 higher than the $(0.02)
net loss per unit in the fourth quarter of 2013.  The Partnership's
reported net income for the fourth quarter of 2013 included a $7.1
million loss from the sale of the M/T Agamemnon II and a $0.6
million loss related to the settlement of the Partnership's claims
against Overseas Shipholding Group Inc. and certain of OSG's
subsidiaries in connection with their voluntary filing for relief
under Chapter 11 of the U.S. Bankruptcy Code.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New
York, is one of the largest publicly traded tanker companies in the
world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111 vessels
that transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion
in liabilities.  

The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as counsel;
Arsht & Tunnell LLP, as local counsel; Chilmark Partners LLC, as
financial adviser; and Kurtzman Carson Consultants LLC, as claims
and notice agent.  The official committee of unsecured creditors
tapped Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP,
as co-counsel; FTI Consulting, Inc., as financial advisor; and
Houlihan Lokey Capital, Inc., as investment banker.  The official
committee of equity security holders tapped Brown Rudnick LLP and
Fox Rothschild LLP as attorneys.

Creditor Export-Import Bank of China engaged Fulbright & Jaworski
LLP and Richards Layton & Finger PA as counsel, and Chilmark
Partners, LLC as financial and restructuring advisor.  U.S. Bank
National Association, the successor administrative agent under the
$1.5 billion credit agreement, tapped Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP as
counsel; and Lazard Freres & Co. LLC as advisor.

Judge Walsh signed in July 2014 entered an order confirming the
First Amended Joint Plan of Reorganization of OSG.  The Plan, which
became effective in August 2014, paid creditors in full.  A
blacklined version of the Plan dated July 17, 2014, is available at
http://bankrupt.com/misc/OSGplan0716.pdf   

                          *     *     *

The Troubled Company Reporter, on Aug. 14, 2014, reported that
Moody's Investors Service assigned 'Caa1' ratings to the unsecured
notes of OSG that are being reinstated pursuant to its plan of
reorganization which becomes effective.  Moody's also affirmed the
'B2' Corporate Family Rating and all of the other debt ratings it
assigned to OSG on June 12, 2014 in anticipation of the conclusion
of the Chapter 11 reorganization.  The rating outlook is stable.

The TCR, on Aug. 19, 2014, also reported that Standard & Poor's
Ratings Services assigned its 'B' corporate credit rating to OSG.
The outlook is stable.


PENTECOSTAL CHURCH, FL: Case Summary & 4 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Pentecostal Church of God of America, Florida District,
Inc.
        10320 Main Street
        Thonotosassa, FL 33592

Case No.: 15-00924

Chapter 11 Petition Date: January 30, 2015

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: David W Steen, Esq.
                  DAVID W STEEN P.A.
                  602 S Boulevard
                  Tampa, FL 33606
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100
                  Email: dwsteen@dsteenpa.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bishop Louis C. Catalfu, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb15-00924.pdf


PHOENIX PAYMENT: Plan Confirmation Hearing Set for March 10
-----------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware on Jan. 30, 2015, approved the disclosure statement
explaining Phoenix Payment Systems, Inc.'s reorganization plan and
scheduled the hearing to consider confirmation of the Plan for
March 10, 2015, at 10:30 a.m. (prevailing Eastern Time).

The deadline for filing objections to the confirmation of the Plan
is Feb. 27.

A full-text copy of the Disclosure Statement dated Jan. 30, 2015,
is available at http://bankrupt.com/misc/PHOENIXds0130.pdf

                      About Phoenix Payment

Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic
Payment Systems, aka EPX, is an international payment processor
with corporate headquarters in Wilmington, Delaware, and technology
headquarters in Phoenix, Arizona.  It provides acceptance,
processing, support, authorization and settlement services for
credit card, debit card and e-check payments.

Providing processing services at more than 8,700 locations
worldwide, PPS processed, in multiple currencies, 280 million
transactions in 2013 and expects to process 400 million in 2014.

Phoenix Payment Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4, 2014,
to quickly sell its assets.

As of the Petition Date, the Debtor had total outstanding
liabilities and other obligations of $16.6 million and 9.8 million
shares of outstanding preferred and common stock.  Debt to secured
creditor The Bancorp Bank is estimated at $6.2 million.  The Debtor
disclosed $7.23 million in assets and $14.1 million in liabilities
as of the Chapter 11 filing.

Judge Mary F. Walrath presides over the case.

The Debtor's attorneys are Richard J. Bernard, Esq., at Foley &
Lardner LLP, in New York; and Mark D. Collins, Esq., Russell
Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A. Terranova,
Esq., at Richards Layton & Finger, P.A., in Wilmington, Delaware.
The Debtor's banker and financial advisor is Raymond James &
Associates, Inc., while Bederson, LLC, is the Debtor's accountant.
PMCM, LLC, provides advisory services and executive leadership to
the Debtor.  The Debtor's claims and noticing agent is Omni
Management Group, LLC.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors.  The Committee tapped to
retain Lowenstein Sandler LLP, and White and Williams LLP as its
co-counsel; Alvarez & Marsal North America, LLC as its financial
consultant.

                          *     *     *

Phoenix Payment Systems, Inc., on Dec. 23, 2014, filed with the
U.S. Bankruptcy Court for the District of Delaware a joint plan of
reorganization and disclosure statement, which provide that the
reorganized debtor will continue to operate.

The Reorganized Debtor Assets will revest in the reorganized
debtor and the remainder, which is a majority of the Debtor's
assets, including the proceeds from the sale, will be transferred
to a liquidating trust for distribution to creditors and
stockholders.  The Debtor estimates that it will be able to make an
initial distribution of not less than $27.5 million of cash on the
effective date.  The Debtor estimates that the holders of General
Unsecured Claims, the Frascella Claims and the Schubiger Claims
will receive 90% of the amounts of their claims from the initial
distribution.


RADIOSHACK CORP: Hashing Out Auction Process with Standard General
------------------------------------------------------------------
Matt Jarzemsky, Drew Fitzgerald and Gillian Tan, writing for The
Wall Street Journal, citing people familiar with the matter,
reported that hedge fund Standard General LP is in talks to serve
as the lead bidder at a bankruptcy auction for struggling
consumer-electronics retailer RadioShack Corp.

According to the Journal, people familiar with the matter said
RadioShack was aiming to file for Chapter 11 protection as early as
Feb. 2, but that as of the afternoon of Feb. 1, the company and its
advisers were still working out the details of an agreement with
Standard General to serve as the so-called stalking horse at a
court-supervised auction for RadioShack's assets.

                   About Radioshack Corporation

Fort Worth, Texas-based RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs.  RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed
$1.14 billion in total assets, $1.21 billion in total liabilities
and a $63 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Sept. 15, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on RadioShack Corp. to
'CCC-' from 'CCC'.

"The downgrade comes as the company announced it will seek capital,
and that such a transaction could include a debt restructuring in
addition to store closures and other measures," said Standard &
Poor's credit analyst Charles Pinson-Rose.

In the Sept. 16, 2014, edition of the TCR, the TCR reported that
Fitch Ratings had downgraded the Long-term Issuer Default Rating
(IDR) for RadioShack to 'C' from 'CC'.  The downgrade reflects the
high likelihood that RadioShack will need to restructure its debt
in the next couple of months.

The TCR reported on March 13, 2014, that Moody's Investors Service
downgraded RadioShack's corporate family rating to 'Caa2' from
'Caa1'.  "The continuing negative trend in RadioShack's sales and
margins has resulted in a precipitous drop in profitability causing
continued deterioration in credit metrics and
liquidity," Mickey Chadha, Senior Analyst at Moody's said.



RELIANCE INTERMEDIATE: DBRS Puts BB Issuer Rating Under Review
--------------------------------------------------------------
DBRS Limited has placed Reliance LP's (OpCo or the Company) Senior
Secured Notes and Reliance Intermediate Holdings LP's (HoldCo)
Issuer Rating and Senior Notes Under Review with Negative
Implications.  This rating action follows OpCo's planned $300
million debt issuance.  The proceeds will be used to repay $150
million in existing indebtedness under the Company's credit
facility and the remaining proceeds will be used to finance a $150
million special distribution to its owner, Alinda Capital Partners
LLC.  This shareholder-friendly initiative will pressure the
Company's key credit metrics, including its cash flow-to-debt
ratio.  Following the planned debt issuance, OpCo's cash
flow-to-debt ratio is expected to fall below the minimum threshold
of 20% for the current rating category.  Despite this erosion,
OpCo's rating is expected to remain investment grade and a rating
confirmation remains a possible outcome.  DBRS will resolve this
rating action pending a review of OpCo's and HoldCo's 2015
financing plan.

Issuer         Debt Rated              Rating Action     Rating
------         ----------              -------------     ------
Reliance LP    Senior Secured Notes    UR-Neg.           BBB

Reliance       Issuer Rating           UR-Neg.           BB (high)
Intermediate
Holdings LP

Reliance       Senior Notes            UR-Neg.           BB (high)
Intermediate
Holdings LP


REVEL AC: Sale on Hold While Nightclub Appeals Terms
----------------------------------------------------
The Associated Press reported that Judge Thomas Ambro of the U.S.
Court of Appeals for the Third Circuit held off approval of the
sale of Revel AC LLC to a Florida developer and gave the casino
operator until 4 p.m. on Feb. 3 to respond to an appeal from IDEA
Boardwalk.

According to the AP, IDEA, the company that ran the casino's
popular nightclub and beach bar, appealed from the federal judge's
order approving the sale of the assets to Glenn Straub for $95.4
million.

As previously reported by The Troubled Company Reporter, Revel has
asked the bankruptcy court to approve the sale of its assets to Mr.
Straub's Polo North County, which was the runner up at the auction,
after the winning bidder, Brookfield Property Partners LP, backed
out of the deal.

A Brookfield representative has said in November that it wouldn't
be moving forward with the $110 million sale because Brookfield was
spooked by the situation involving ACR Energy Partners LLC, a joint
venture between South Jersey Industries Inc. (SJI) and DCO Energy
LLC whose power plant provides Revel, its only customer, with air
conditioning, hot water and electricity.  ACR's bondholders, owed
$118 million, have refused to renegotiate debt related to the JV's
plant, casting doubt on its future operation.

                          About Revel AC

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

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

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

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

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

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

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


REVEL AC: UST Balks at Nunc Pro Tunc Employment of STFH
-------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, objected to Revel
AC, Inc., et al.'s employment of Slater, Tenaglia, Fritz &
Hunt, P.A. as special counsel nunc pro tunc to the Petition Date.

The U.S. Trustee related that for almost six months, STFH has
provided certain debt collection legal services to the Debtors
without an order from the Court approving STFH's retention.

In this connection, the Debtors have not and cannot establish the
extraordinary circumstances required to allow such a nunc pro tunc
retention.

As reported in the Troubled Company Reporter on Dec. 23, 2014, the
Debtors sought approval to employ STFH as attorneys to handle
continued collections cases.

The firm has over 30 years of experience handling casino
collections.  Since the filing date of June 19, 2014, the Firm has
collected a total of $111,000 and been paid contingency fees out
of that amount which total $19,800.

The Debtors has agreed to provide the Firm a 17 percent
contingency fee on any recovered monies, and a $150 per hour fee
for files as designated by client and for defense of
counterclaims.

James T. Hunt, Jr., a Slater Tenaglia professionals, attested that
the Firm has conducted a conflict search and believes that it is a
"disinterested person" under 11 U.S.C. Sec. 101(14).

                          About Revel AC

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

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

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

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

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

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

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



SALIX PHARMA: Financial Restatement No Impact on Moody's B1 CFR
---------------------------------------------------------------
Moody's Investors Service stated that the announcement by Salix
Pharmaceuticals, Ltd that it will restate its prior financial
results is credit negative, but there is no effect on Moody's
ratings or the ratings outlook for Salix. Moody's ratings of Salix
include B1 Corporate Family Rating, B1-PD Probability of Default,
Ba1 senior secured, B2 senior unsecured and SGL-3 Speculative Grade
Liquidity. The rating outlook is negative. The announcement of a
restatement follows the outcome of an Audit Committee review of
Salix's disclosures around inventory levels.

Salix Pharmaceuticals, Ltd. is a specialty pharmaceutical company
operating in the US gastroenterology area. Through the recent
acquisition of Santarus Pharmaceuticals, Inc. Salix became the
largest specialty company operating in this market. For the 9
months ended September 30, 2014 Salix reported net product revenue
of approximately $1.1 billion including Santarus revenues from the
January 2, 2014 acquisition date.





SCHOOL SPECIALTY: Court Addresses Issues in Suit by Brainstorm
--------------------------------------------------------------
Judge William M. Conley of the U.S. District Court for the Western
District of Wisconsin issued an opinion and order in the lawsuit
captioned Brainstorm Interactive, Inc. v. School Specialty, Inc.,
Case No. 14-CV-50-WMC.  Judge Conley ruled that:

   -- School Specialty's motion to strike errata sheets is
      granted in part and denied in part for summary judgment
      purposes only as described in the order;

   -- Brainstorm's motion for leave to file an opposition to
      School Specialty's motion to strike is granted;

   -- School Specialty's motion for partial summary judgment is
      granted;

   -- Brainstorm's motion for partial summary judgment is denied;
      and

   -- at the close of conclusion of this case, the clerk of court
      is directed to enter judgment:

      * in School Specialty's favor on Brainstorm's claims for
        copyright infringement, trademark counterfeiting,
        conversion, and violation of Wis. Stat. Section
        101.18(1); and

      * in Brainstorm's favor on trademark infringement.

In this civil action, Brainstorm asserts various claims against
School Specialty, including federal claims for copyright and
trademark infringement, and state law claims for conversion and
violations of Wisconsin Statute Section 101.18, Wisconsin's
Deceptive Trade Practices Act.  School Specialty admits infringing
Brainstorm's trademark by marketing and selling approximately
$5,000 worth of products with that trademark after the licensing
agreement between the parties had expired.  In all other respects,
the Defendant disputes the Plaintiff's claims.

Brainstorm is an Illinois corporation headquartered in Cary.  David
Zasada is its sole owner, having acquired the company in September
2008.  Brainstorm is the successor-in-interest to Robinette
Resources Inc.  Brainstorm develops and distributes educational
products, all of which are sold under the name "KnowItAll," which
is the subject of this lawsuit.

School Specialty is a Delaware corporation headquartered in
Greenville, Wisconsin.  School Specialty is one of the leading
providers of education products to teachers and schools, which it
markets and sells through both a paper catalog and online store.
School Specialty is the successor-in-interest to Sunburst Visual
Media.  Brainstorm's owner, David Zasada, is a former employee of
School Specialty.

A full-text copy of the Opinion and Order dated December 5, 2014,
is available at http://bit.ly/1zzP6UJfrom Leagle.com.

Brainstorm Interactive, Inc., is represented by:

          Kyle B. Hanson, Esq.
          HANSON LAW GROUP LLP
          1226 N. Westfield Rd.
          Madison, WI 53717-1040
          Telephone: (847) 282-0003
          Facsimile: (847) 277-7339
          E-mail: kylehanson@hansonlawgrp.com

School Specialty, Inc., is represented by:

          Jennifer Lynn Gregor, Esq.
          Kerry Leigh Gabrielson, Esq.
          GODFREY & KAHN S.C.
          One East Main Street, Suite 500
          P.O. Box 2719
          Madison, WI 53701-2719
          Telephone: (608) 284-2629
          Facsimile: (608) 257-0609
          E-mail: jgregor@gklaw.com
                  kgabrielson@gklaw.com

               - and -

          Nicholas A. Kees, Esq.
          Anthony S. Baish, Esq.
          GODFREY & KAHN S.C.
          780 North Water Street
          Milwaukee, WI 53202-3590
          Telephone: (414) 287-9223
          Facsimile: (414) 273-5198
          E-mail: nkees@gklaw.com
                  abaish@gklaw.com

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade.  Revenue
in 2012 was $731.9 million through sales to 70% of the country's
130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013.  The petition estimated assets
of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor and
Perella Weinberg Partners LP is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of some
of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the case
is represented by lawyers at Brown Rudnick LLP and Venable LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump Strauss
Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company later
served a notice that the auction was canceled and the plan would
proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.  School Specialty's Second
Amended Plan of Reorganization became effective, and the Company
emerged from Chapter 11 protection in June 2013.  The plan gave
87.5 percent of the reorganized company's stock to lenders who
provided $155 million in replacement financing, for a predicted
full recovery.  Noteholders owed $170.7 million took the other 12.5
percent of the stock, for an estimated 6 percent recovery.


SEARS METHODIST: Gets Court Approval of Wells Fargo Agreement
-------------------------------------------------------------
U.S. Bankruptcy Judge Stacey Jernigan approved an agreement that
would allow Sears Methodist Retirement System, Inc. and its five
affiliates to use the cash collateral of Wells Fargo Bank, National
Association until March 1.

The agreement also extends the maturity date of the
debtor-in-possession loans to March 1, and amends Section 4.16 of
the DIP credit facility to delete the reference to "$2,600,000" and
replace it with "$3,100,000."

A copy of the agreement is available without charge at
http://is.gd/P35Q0u

                      About Sears Methodist

Sears Methodist Retirement System Inc. provides luxurious residency
to seniors.  The system includes: (i) eight senior living
communities located in Abilene, Amarillo, Lubbock, Odessa and
Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen
and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant
to contracts between SDI and the Veterans Land Board of Texas; and
(iii) Texas Senior Management, Inc. ("TSM"), Senior Living
Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd.
("SWAC"), which provide, as applicable, management and insurance
services to the System.

Sears Methodist Senior Housing, LLC, is the general partner of, and
controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-32821)
on June 10, 2014.  The cases are assigned to Judge Stacey G.
Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The Debtors'
financial advisor is Alvarez & Marsal Healthcare Industry Group,
LLC, while the Debtors' investment banker is Cain Brothers &
Company, LLC.  The Debtors' notice, claims and solicitation agent
is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The Official Committee of Unsecured Creditors is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SEARS METHODIST: Judge Approves Sears Tyler- Invesco Agreement
--------------------------------------------------------------
Sears Tyler Methodist Retirement Corp. received court approval for
a deal that would allow it to continue to borrow funds under a
private placement note purchase transaction with Invesco High Yield
Municipal Fund through March 1.

Sears Tyler can also borrow up to $3 million, according to the
agreement approved by U.S. Bankruptcy Judge Stacey Jernigan.  A
copy of the agreement is available for free at http://is.gd/bCgw0O

                      About Sears Methodist

Sears Methodist Retirement System Inc. provides luxurious residency
to seniors.  The system includes: (i) eight senior living
communities located in Abilene, Amarillo, Lubbock, Odessa and
Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen
and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant
to contracts between SDI and the Veterans Land Board of Texas; and
(iii) Texas Senior Management, Inc. ("TSM"), Senior Living
Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd.
("SWAC"), which provide, as applicable, management and insurance
services to the System.

Sears Methodist Senior Housing, LLC, is the general partner of, and
controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-32821)
on June 10, 2014.  The cases are assigned to Judge Stacey G.
Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The Debtors'
financial advisor is Alvarez & Marsal Healthcare Industry Group,
LLC, while the Debtors' investment banker is Cain Brothers &
Company, LLC.  The Debtors' notice, claims and solicitation agent
is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The Official Committee of Unsecured Creditors is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SEARS METHODIST: Judge Approves Sears Tyler-UMB Bank Agreement
--------------------------------------------------------------
U.S. Bankruptcy Judge Stacey Jernigan approved an agreement that
allows Sears Tyler Methodist Retirement Corp. to use the cash
collateral of UMB Bank N.A. until March 1.

The agreement also allows Sears Tyler to borrow up to $3 million
under a loan agreement with Invesco High Yield Municipal Fund.

A copy of the court-approved agreement is available for free at
http://is.gd/gPyr73

                      About Sears Methodist

Sears Methodist Retirement System Inc. provides luxurious residency
to seniors.  The system includes: (i) eight senior living
communities located in Abilene, Amarillo, Lubbock, Odessa and
Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen
and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant
to contracts between SDI and the Veterans Land Board of Texas; and
(iii) Texas Senior Management, Inc. ("TSM"), Senior Living
Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd.
("SWAC"), which provide, as applicable, management and insurance
services to the System.

Sears Methodist Senior Housing, LLC, is the general partner of, and
controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-32821)
on June 10, 2014.  The cases are assigned to Judge Stacey G.
Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The Debtors'
financial advisor is Alvarez & Marsal Healthcare Industry Group,
LLC, while the Debtors' investment banker is Cain Brothers &
Company, LLC.  The Debtors' notice, claims and solicitation agent
is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The Official Committee of Unsecured Creditors is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SEARS METHODIST: Plan Outline OK'd; Confirmation Hearing on Feb. 27
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas on
Jan. 21, 2015, approved the amended disclosure statement explaining
the amended Chapter 11 Plan of Reorganization for debtors Sears
Methodist Retirement System, Inc., Sears Caprock Retirement
Corporation, Sears Methodist Centers, Inc., Sears Methodist
Foundation, Sears Panhandle Retirement Corporation, Sears Permian
Retirement Corporation, Sears Plains Retirement Corporation, Sears
Tyler Methodist Retirement Corporation, and Senior Dimensions, Inc.


The Court also approved certain related notice procedures and other
procedures for the solicitation and tabulation of votes to accept
or reject the Plan, and scheduled a hearing for confirmation of the
Plan.

The hearing to confirm the Plan will commence on Feb. 27, 2015 at
9:30 a.m. (prevailing Central Time), or as soon thereafter as
counsel can be heard, before the Honorable Stacey G. C. Jernigan.
The Confirmation Hearing may be continued from time to time by the
announcement of such continuance in open court.

The Plan was originally filed in December 2014.  The Debtors filed
revised Plan documents on January 15.  The Plan provides for the
orderly sale of substantially all of the Debtors' senior care
facilities and the creation of a liquidating trust for the benefit
of unsecured creditors.

The Court fixed February 23 at 5:00 p.m. (prevailing Central Time)
as the deadline by which ballots accepting or rejecting the Plan
must be received by the Plan Debtors' Voting Agent.

In order to be counted as a vote to accept or reject the Plan, each
ballot must be properly executed, contain an original signature,
and be completed and delivered to the Plan Debtors' Voting Agent
(i) by first-class mail, in the return envelope provided with each
ballot, to:

     SMR Case Administration
     c/o GCG, Inc.
     P.O. Box 10078
     Dublin, OH 43017

or (ii) by messenger or overnight delivery to:

     SMR Case Administration
     c/o GCG, Inc.
     5151 Blazer Parkway, Suite A
     Dublin, OH 43017

in each instance so that it is actually received no later than 5:00
p.m. (prevailing Central Time) on February 23, 2015.

The Court also established February 23, 2015 at 5:00 p.m.
(prevailing Central Time) as the deadline for filing and serving
objections to confirmation of the Plan.  Copies of the objection
must be sent to:

     (i) counsel to the Debtors:

         DLA Piper LLP (US)
         1251 Avenue of the Americas
         New York, NY 10020
         Tel: (212) 335-4500
         Fax: (212) 335-4501
         Attn: Thomas R. Califano, Esq.
         E-mail: thomas.califano@dlapiper.com

               - and -

         DLA Piper LLP (US)
         1717 Main Street, Suite 4600
         Dallas, TX 75201
         Attn: Vincent P. Slusher
               Andrew Zollinger
         Telephone: (214) 743-4500
         Facsimile: (214) 743-4545
         E-mail: vincent.slusher@dlapiper.com
                 andrew.zollinger@dlapiper.com

    (ii) counsel for Wells Fargo Bank, N.A. as trustee:

         MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
         One Financial Center
         Boston, MA 02111
         Attn: Daniel S. Bleck

   (iii) counsel to UMB Bank, N.A., as trustee:

         MCDERMOTT, WILL & EMERY, LLP
         227 West Monroe Street
         Chicago, IL 60606
         Attn: Nathan F. Coco

    (iv) counsel to Santander Bank, N.A.:

         DUANE MORRIS LLP
         190 South LaSalle Street, Suite 3700
         Chicago, IL 60603
         Attn: John Weiss

     (v) counsel to Prosperity Bank, N.A.:

         McWHORTER, COBB & JOHNSON, LLP
         P.O. Box 2547
         Lubbock, TX 79408
         Attn: R. Michael McCauley, Jr.

    (vi) counsel to the Committee:

         GREENBERG TRAURIG, LLP
         2200 Ross Avenue, Suite 5200
         Dallas, TX 75201
         Attn: Clifton R. Jessup, Jr.

              - and -

         GREENBERG TRAURIG, LLP
         77 West Wacker Drive, Suite 3100
         Chicago, IL 60601
         Attn: Nancy A. Peterman

   (vii) the United States Trustee:

         United States Trustee
         1100 Commerce Street, Room 976
         Dallas, TX 75242
         Attn: Nancy S. Resnick

                      About Sears Methodist

Sears Methodist Retirement System Inc. provides luxurious residency
to seniors.  The system includes: (i) eight senior living
communities located in Abilene, Amarillo, Lubbock, Odessa and
Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen
and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant
to contracts between SDI and the Veterans Land Board of Texas; and
(iii) Texas Senior Management, Inc. ("TSM"), Senior Living
Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd.
("SWAC"), which provide, as applicable, management and insurance
services to the System.  Sears Methodist Senior Housing, LLC, is
the general partner of, and controls .01% of the interests in,
Canyons Senior Living, L.P. ("CSL").

Sears Methodist and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-32821) on June 10,
2014.  The cases are assigned to Judge Stacey G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The Debtors'
financial advisor is Alvarez & Marsal Healthcare Industry Group,
LLC, while the Debtors' investment banker is Cain Brothers &
Company, LLC.  The Debtors' notice, claims and solicitation agent
is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The Official Committee of Unsecured Creditors is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SIGA TECHNOLOGIES: Wants Bonuses for Senior Executives
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Siga Technologies Inc., a smallpox drug
developer, seeks authority from the U.S. Bankruptcy Court for the
Southern District of New York to pay $680,000 in performance
bonuses to four of its senior executive officers.

According to the report, the Debtor says the top managers are
integral to Siga's operations and the successful completion of
contracts with the Biomedical Advanced Research & Development
Authority, which is Siga's only customer.

Siga said it also wants authority to implement a retention program
for key employees below officer level, the report related.  Two
initial participants -- an accounting director and a contract
specialist -- have been identified, with future participants, if
any, to be determined, the report further related.

                     About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

The Debtor's Chapter 11 plan and disclosure statement are due
May 14, 2015.

The Debtor disclosed total assets of $131.7 million and $7.95
million in liabilities as of the Chapter 11 filing.

The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
PROSKAUER ROSE LLP.  The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.



SIMBAKI LTD: Bankruptcy Court Refused to Dismiss Chapter 11 Case
----------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas denied a motion to dismiss Simbaki, Ltd.'s small
business Chapter 11 case for cause under Section 1112(b)(4)(J) of
the Bankruptcy Code.  Unsecured creditors Laura Baatz and Kimberly
Kulig made the dismissal request.

Simbaki withdrew its proposed plan, and the Court denied a motion
to extend Simbaki's deadline for the filing of a new proposed plan.
Accordingly, Simbaki has not confirmed a plan within the time
fixed by Section 1129(e) of the Bankruptcy Code.  Because a
non-debtor plan proponent may still proposed and obtain
confirmation of a plan after the statutory deadline, Judge Isgur
denied the Motion to Dismiss.

Judge Isgur explained in his Memorandum Opinion that the Movants
have not established that cause for conversion or dismissal exists
under Section 1112(b)(4)(J).

The Movants are former employees of Simbaki, who are suing Simbaki
under the Civil Rights Act for alleged sexual harassment suffered
during their employment.  The Movants both filed proofs of claim
for unliquidated amounts on March 7, 2014.

A full-text copy of the Memorandum Opinion dated December 5, 2014,
is available at http://bit.ly/1DOaCEUfrom Leagle.com.

Simbaki, Ltd. owns two restaurants in the Houston area that operate
out of leased facilities.  Simbaki leases space from Passage for
use by one of the restaurants.

Simbaki -- dba Berryhill Baja Grill, and Berryhill Baja Grill &
Cantina -- filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case
No. 13-36878) on November 4, 2013, listing under $1 million in both
assets and liabilities.  A copy of the petition is available at
http://bankrupt.com/misc/txsb13-36878.pdf. Simbaki is represented
by Calvin C. Braun, Esq., at Orlando & Braun, LLP, as counsel.



SL GREEN: S&P Revises Outlook to Positive & Affirms 'BB+' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on SL Green
Realty Corp. and its operating subsidiaries, SL Green Operating
Partnership L.P. and Reckson Operating Partnership L.P.
(collectively SL Green), to positive from stable.  At the same
time, S&P affirmed its ratings on SL Green, including the 'BB+'
corporate credit rating and 'BBB-' issue-level ratings.  The
recovery rating on the company's debt remains '2'.

"The positive outlook acknowledges our expectation that SL Green's
outperformance relative to rated peers will continue as we believe
the company's portfolio of Manhattan properties will benefit from
employment growth in and the attractiveness of New York City as a
premier global destination for employers to attract talent," said
credit analyst Jaime Gitler.  "All together, we expect the
portfolio to experience occupancy gains and positive lease spreads
on new and renewed leases.  We also believe the company's growing
appetite for retail and residential assets will add product
diversity and fundamentals for both assets types are currently
strong.  We think the diversification into residential and retail
will make NOI more insulated if Manhattan employment
deteriorates."

S&P based its positive outlook on its expectation that SL Green's
portfolio of Manhattan office assets will continue to outperform
large rated REIT peers.  S&P believes the company's diversification
strategy into retail and residential assets will provide further
cash flow durability in the event of a recession with outsized
impact on New York City employment.

Upside scenario

S&P could raise the rating if the company successfully broadens its
platform further into retail and residential assets, if S&P
believes that SL Green will continue to outperform similarly sized
peers as evidenced by occupancy and rental rate growth, and if the
company's leverage profile does not materially change.  Under this
scenario S&P could raise the corporate credit rating by up to two
notches with a business profile of "strong."  Given that S&P
believes the company is unlikely to meaningfully alter their
financial strategy, it views improvement in the financial risk
profile as unlikely.

Downside scenario

S&P could revise the outlook back to stable if operating
performance deteriorates perhaps because of considerable weakness
among tenants in the financial and legal sectors or if leverage
rises materially because of a large debt financed acquisition,
however this is unlikely under S&P's base-case expectations.



STATE FISH: Asks for Joint Administration of Ch. 11 Cases
---------------------------------------------------------
State Fish Co., Inc. and CalPack Foods, LLC seek approval from the
Bankruptcy Court to enter an order granting joint administration of
their Chapter 11 cases.

Alan D. Smith, Esq., at Perkins Coie LLP, avers that joint
administration will avoid the exponential expenses related with
requesting Court approval of identical motions involving all of the
same parties in two separate cases.  The Debtors have interrelated
operations and share the same management.

Calpack is the wholly own subsidiary of State Fish.  State Fish,
founded in 1932, formed CalPack in April 2012 to produce high
quality food and beverage products.  Calpack operates in
conjunction with State Fish's High Pressure Pasteurization Food
Service ("HPP") division.  Much of the juices and products
processed by Calpack are then transferred to HPP for pasteurization
services, which operates in a plant owned by, and shared with,
State Fish.  HPP receives pre-packaged products from its customers
which are then pasteurized using HPP's two state-of-the-art
pasteurization machines and returned to the customer for shipment
to the end user. As such, the Debtors' operations are
interconnected.  In addition, State Fish historically funded
certain operating costs on behalf of Calpack, including covering
losses early on in Calpack's operations as well as costs associated
with Calpack's minority ownership interest in an entity called
Drinkme.  The Debtors carry a corresponding intercompany
receivables and payables related to such costs.

                         About State Fish

State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California.  Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.

State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid
a family dispute and liquidity woes brought by declining fish
catches.  State Fish estimated assets and liabilities of $10
million to $50 million.

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.

The schedules of assets and liabilities and statement of financial
affairs are due Feb. 9, 2015.


STATE FISH: Proposes Perkins Coie as Bankruptcy Counsel
-------------------------------------------------------
State Fish Co., Inc. and CalPack Foods, LLC, ask the Bankruptcy
Court for authorization to employ Perkins Coie LLP as their
bankruptcy counsel in the Chapter 11 cases.

As of the Petition Date, Perkins Coie had been compensated for all
known fees and reimbursed for all known expenses incurred before
the Petition Date.  The unapplied balance of Perkins Coie's
retainer as of the Petition Date was $57,156.  Aside from the
retainer, within one year before the Petition Date, Perkins Coie
received $426,288 on account of its prepetition services to the
Debtors.

For professional services, Perkins Coie's fees are based on its
customary hourly rates, which are periodically adjusted in
accordance with Perkins Coie's policy.  Based on the engagement
agreement, Perkins Coie and the Debtors have agreed that Perkins
Coie will not be seeking to be separately compensated for certain
staff, clerical, and resource charges.  Presently, the hourly rates
for Perkins Coie lawyers and paralegals range between $300 to $790
for lawyers, and $125 to $250 for paralegals.  Alan Smith's hourly
rate for 2015 in this matter is $695.  The hourly rates set forth
above are subject to periodic increases in the normal course of the
firm's business, often due to the increased experience of a
particular professional and changes in the prevailing legal
market.

To the best of the Debtors' knowledge, Perkins Coie does not hold
or represent an interest adverse to the Debtors' estates and is a
"disinterested person," as that term is defined in 11 U.S.C. Sec.
101(14) and modified by Sec. 1107(b), with respect to the matters
for which Perkins Coie is to be employed.

                         About State Fish

State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California.  Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.

State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid
a family dispute and liquidity woes brought by declining fish
catches.  State Fish estimated assets and liabilities of $10
million to $50 million.

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.

The schedules of assets and liabilities and statement of financial
affairs are due Feb. 9, 2015.


STATE FISH: Seeks Approval to Use Cash Collateral
-------------------------------------------------
State Fish Co., Inc., seeks approval from the U.S. Bankruptcy Court
for the Central District of California of a stipulation allowing it
to use cash collateral of lenders Pan Pac LLC and Roseann DeLuca
Revocable Trust dated 10/6/2011.

Alan D. Smith, Esq., at Perkins Coie LLP, avers that if the Debtor
is not authorized to cash collateral on an interim basis, the
Debtor's operations may be interrupted, resulting in irreparable
harm to the Debtor's business and the estate.

In April 2014, State Fish's line of credit from Well Fargo expired,
and was not renewed by Wells Fargo.  In order to finance certain
equipment acquisition costs, State Fish, as borrower, entered into
a Credit Agreement with Pan Pac and Roseann DeLuca Revocable Trust
on May 15, 2014.  As of the Petition Date, there was $5.7 million
of indebtedness outstanding under the Credit Agreement.  The
Lenders assert that the Debtor is in default.  The Lenders were
granted a blanket security interest in substantially all of State
Fish's personal property.

The salient terms of the Stipulation with the Lenders are:

    a. The Debtor is authorized to use cash collateral of the
Lenders for the period of the Petition Date through March 1, 2015,
in accordance with a budget.

    b. As adequate protection for the use of the Lenders' cash
collateral, the Debtor will grant to the Lenders a continuing
security interest in and lien upon all of the Debtor's prepetition
and postpetition personal property (excluding all causes of action
under Chapter 5 of the Bankruptcy Code).

    c. The Adequate Protection Liens will secure all of the
Lender's claims in an amount equal to the aggregate diminution in
value of the Lenders' prepetition collateral resulting from the
postpetition sale, lease, or use by the Debtor and imposition of
the automatic stay under 11 U.S.C. Sec. 362.

The Debtor urgently and immediately needs to use the cash it
generates from the postpetition operation of its business to
continue operating as a going concern.  Cash is needed to, among
other things, pay postpetition operating expenses including
payroll.

                      Other First Day Motions

State Fish on the Petition Date also filed motions to:

   -- jointly administer the Chapter 11 cases of State Fish and
Calpack Foods;

   -- pay prepetition priority claims for wages, salaries,
reimbursable expenses, and employee benefits;

   -- continue using its existing bank accounts; and

   -- assume its agreement with Avant Advisory Group.

A copy of the affidavit in support of the first-day motions is
available for free at:

   http://bankrupt.com/misc/State_Fish_1st_Day_Affidavit.pdf

                         About State Fish

State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California.  Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.

State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid
a family dispute and liquidity woes brought by declining fish
catches.  State Fish estimated assets and liabilities of $10
million to $50 million.

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.

The schedules of assets and liabilities and statement of financial
affairs are due Feb. 9, 2015.


STATE FISH: Wants to Keep Avant's George Blanco as CRO
------------------------------------------------------
State Fish Co., Inc. and CalPack Foods, LLC, ask the Bankruptcy
Court for authority to assume their prepetition agreement with
Avant Advisory Group and appoint Avant's George Blanco as chief
restructuring officer.

Pursuant to the Engagement Letter, Mr. Blanco will serve as CRO,
and additional individuals employed by Avant will provide other
critical management services to the Debtors.  Avant will report
directly to the board of directors of the Debtors.

On or about Jan. 22, 2015, State Fish retained the firm Avant
Advisory Group to provide Chief Restructuring Officer ("CRO")
services to the Debtors and, on January 24, 2015 designated George
P. Blanco -- Avant Managing Director and Partner -- to serve as the
CRO for the Debtors.  Prior to their retention, Avant and Mr.
Blanco had no prior relationship with the Debtors or any of the
Debtors' officers, directors, or shareholders.  Mr. Blanco is a
senior executive with over 30 years of industry and consulting
experience, performing financial and operational management for
both financially distressed and high growth companies.  Mr. Blanco
has been involved in a number of interim C-level roles to stabilize
business operations, rebuild management teams, and prepare
businesses for refinancing or sale.

Pursuant to the engagement letter, the parties agreed to this
compensation structure:

  (i) Approval of fees and costs to be paid to Avant by the Debtors
will be subject to one or more duly noticed fee applications to be
approved by the Court.

(ii) One Jan. 22, 2015, Avant received a retainer of $75,000 from
the Debtors for postpetition services.  IN addition, on Jan. 24,
2015, Avant received a payment of $19,704 in satisfcation of its
prepetition fees and expenses.

(iii) Postpetition, Avant will present invoices to the Debtors
every two weeks for payment.  Interim payment procedure for its
invoices will be 80% of fees and 100% reimbursement of expenses due
immediately upon presentation of the invoice.

(iv) Hourly billing rates for Avant's most senior level
professionals range up to $495 per hour for similiar situations.
However, Avant has committed to provide Mr. Blanco, managing
director and partner, at a rate not to exceed $395 per hour, given
the size of the Debtors and their marketplace.  However, Messrs.
Michael Ozawa and James Davidson would continue to charge up to
$495 per hour for their specialized and technical support services.
A schedule of the professional fee rates is as follows:

                                            Hourly Rate
                                            -----------
    Managing Directors / Directors         $395 to $495
    Principal Consultants                  $295 to $395
    Consultants                            $225 to $325
    Para Professionals / Analysts          $175 to $250
    Administrative Staff                    $75 to $100

  (v) Avant will be entitled to reimbursement for actual out-of
pocket costs that include, when appropriate, travel/mileage, meals
and lodging, photocopies, faxes, telephone charges, computer
support, printing costs, miscellaneous charges, etc.

Although the general view is that officers of the debtor are not
professionals whose employment must be approved by the Court, the
Debtors nevertheless represent, to the best of their knowledge,
that Avant is a "disinterested person," as that term is defined in
Sec. 101(14) of the Bankruptcy Code, as modified by Sec. 1107(b).

Mr. Blanco may be reached at:

     George P Blanco, CTP, MBACIRA
     Managing Director & Partner
     Avant Advisory Group
     601 S Figueroa St Ste 4050
     Los Angeles, CA 90017-5879 USA
     Tel: (213) 479-7900
     E-mail: gblanco@avantadvisory.com

                         About State Fish

State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California.  Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.

State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid
a family dispute and liquidity woes brought by declining fish
catches.  State Fish estimated assets and liabilities of $10
million to $50 million.

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.

The schedules of assets and liabilities and statement of financial
affairs are due Feb. 9, 2015.


SUSAN MOUROUZIDIS: Court Won't Reinstate Chapter 11 Case
--------------------------------------------------------
Judge Albert S. Dabrowski of the U.S. Bankruptcy Court for the
District of Connecticut denied Susan Mourouzidis' motion for
reconsideration, requesting the Court to reconsider and vacate the
Dismissal Order.

On November 16, 2014, the Court issued and entered a Brief
Memorandum and Order Granting Bayview Loan Servicing LLC's Motion
to Dismiss the Debtor's Case with Bar and In Rem Order, dismissing
with prejudice the Debtor's bankruptcy case.  The Debtor may not be
a debtor under the Bankruptcy Code at any time during the one year
period following the date of the Order.

Bayview has filed the Motion to Dismiss with a bar to the Debtor
filing future bankruptcy petitions, and the entry of an in rem
order as to the Debtor's rental property located at 31 Main Street
a/k/a 25-31 Main Street, in Windham, Connecticut.

In his Dismissal Order, Judge Dabrowski found, among other things,
that the Debtor, rather than having recently spent thousands of
dollars of rental receipts on making repairs to the Property, has
used most of the rental receipts she has been collecting from
tenants of the Property to pay personal living expenses.  The Court
further finds that Bayview holds a valid security interest in the
Debtor's Property, including the rental receipts, and that the
Debtor has no equity in the Property.

A full-text copy of the December 5, 2014 Brief Memorandum and Order
available at http://bit.ly/1HBz95ufrom Leagle.com.

Susan Mourouzidis filed a Chapter 11 bankruptcy petition (Bankr. D.
Conn. Case No. 14-21564 (ASD)) on August 4, 2014.  The August 2014
Petition is the second filed by the Debtor in 2014 affecting the
Debtor's rental property located at 31 Main Street a/k/a 25-31 Main
Street, in Windham, Connecticut.  The Debtor filed a prior
bankruptcy petition under Chapter 7, Case No. 14-20409, on March 7,
2014.


SYNOVUS FINANCIAL: Fitch Affirms 'BB+/B' Rating; Outlook Positive
-----------------------------------------------------------------
Fitch Ratings has affirmed Synovus Financial Corp.'s (SNV) and its
primary bank subsidiary, Synovus Bank ratings, at 'BB+/B'.  The
Rating Outlook remains Positive.

The rating action follows a periodic review of the mid-tier
regional banking group, which includes BOK Financial Corp. (BOKF),
Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC),
First Horizon National Corp. (FHN), First National of Nebraska,
Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp
(FULT), People's United Financial Inc. (PBCT), Synovus Financial
Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp.
(WBS), Wintrust Financial Corp (WTFC), and UMB Financial
Corporation (UMB).

Company-specific rating rationales for the other banks are
published separately.

KEY RATING DRIVERS - IDRs, VRs AND SENIOR DEBT

Fitch upgraded SNV's ratings in November 2014.  Similarly, today's
action reflects Fitch's view that SNV's financial condition
continues to improve and converge with higher rated banks.  The
Outlook Positive reflects Fitch's expectation that management will
continue to execute on its strategies to rehabilitate SNV to a
stronger financial condition by improving earnings performance
while maintaining a reasonable risk appetite and a strong risk
management framework.  SNV's ratings remain relatively low as
compared to its peer group despite the upgrade.

Fitch views SNV's weak asset quality and core earnings performance
as key constraints to SNV's rating in the near-term.  However, both
have significantly improved since Fitch's last rating action and
are expected to remain on a positive trajectory going forward while
the company maintains reasonable capital levels.

Fitch calculates SNV's NPAs at 2.98% at 4Q'14, an improvement of
240bps year-over-year but still well-above those levels of higher
rated banks.  Over the same time period, the dollar volume of NPAs
has dropped 40% as management has remained successful in working
out of problem loans and disbursing foreclosed property.  Fitch
notes that the reduction in NPAs has not come at the cost of
significantly higher credit costs evidenced by year-to-date (YTD)
net charge-offs (NCOs) of 40bps.

Today's action also reflects the bank's strong capital profile. SNV
reports the highest tangible common equity ratio among its peer
group and a strong estimated, fully phased-in Basel III CET1 ratio
of 10.2% well above the 7% requirement.  The bank recently
announced an increase in its quarterly dividend and the initiation
of a share buyback program.  Capital management has been in line
with Fitch's expectations given SNV's continued improvement in its
financial condition.  Fitch expects that SNV will continue to
distribute some of this excess capital to shareholders; however,
these distributions will be constrained by regulatory and internal
stress testing, and as such, SNV's capital ratios will likely stay
elevated over the near term.  Fitch also observes that SNV has
nearly $500 million in a disallowed deferred tax asset (DTA) that
will continue to accrete into Tier 1 capital going forward,
providing additional support to regulatory capital ratios and
capital distributions.

After experiencing net losses from 2009 to 2011 due to poor asset
quality, SNV has been able to generate more reasonable returns over
recent periods, primarily due to lower credit-related costs
(provisions, litigations costs, OREO expenses and, etc.).  In 2014,
the company generated a ROA of 74bps, a reasonable improvement over
SNV's 2013 ROA of 61bps, but a level that remains below higher
rated peer averages.

SNV, similar to the industry as a whole, continues to benefit from
reserve releases.  Fitch observes that reserve releases accounted
for 15% of pre-tax earnings in 2014.  Fitch observes that while
this level if above current industry and peer levels, SNV also
emerged from the crisis later than most and thus would be expected
to have reserve releases start/end later than industry.  That said,
Fitch sees reserve releases diminishing going forward given
continued loan growth and as allowance levels approach more
normalized levels.  Furthermore, Fitch expects SNV's ROA to remain
below industry and peer averages as well as those long-term
historical returns of investment grade banks over the next four to
six quarters.  Fitch views this relatively lower level of earnings
as a constraint on SNV's current ratings.

Also reflected in today's rating action is Fitch's view that SNV's
risk management practices are relatively strong compared to those
banks of similar size.  Fitch recognizes the level of investment in
risk management systems the bank has needed to make over recent
years as it has been rehabilitated.  Fitch views these systems as
an integral part of management's ability to execute on its
strategic plan of reducing problem assets, managing capital,
maintaining SNV's strong franchise and underwriting of new loans as
the company now seeks to grow its loan portfolio after a long
period of shrinking it.

RATING SENSITIVITIES - IDRs, VRs AND SENIOR DEBT

Fitch anticipates that over the near to mid-term, SNV's financial
and credit profile will continue to improve and converge with that
of higher rated banks.  To the extent that Fitch observes continued
asset quality improvement that brings asset quality metrics such as
NPAs, NCOs, NPL inflows, etc. in line with higher rated peers,
additional positive rating action is likely.

As noted above, Fitch expects SNV's core earnings power to be
fairly tepid relative to higher rated peers over the next four to
six quarters.  Once Fitch observes earnings performance
consistently in line with those banks in higher rating categories,
Fitch would likely take positive rating action.  Although
unexpected, to the extent that earnings remain depressed and Fitch
foresees little uplift over the long term, SNV's Outlook could be
revised to Stable from Positive.  In general, Fitch views further
upward momentum in SNV's ratings over the long-term given the
strength of its franchise in its operating market, de-risking of
balance sheet since the financial crisis, and various improvements
made in its risk management program.

Finally, although not expected, negative rating pressures could
result if SNV were to manage capital more aggressively in payout
levels or through or growth.  Moreover, should wholesale funding
revert back to the level it was leading up to the 2007-2009
financial crisis, negative rating action could ensue.

KEY RATING DRIVERS - HOLDING COMPANY

The IDR and VR of SNV is equalized with its operating company,
Synovus Bank, reflecting its role as the bank holding company,
which is mandated in the U.S. to act as a source of strength for
its bank subsidiaries.

RATING SENSITIVITIES - HOLDING COMPANY

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

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

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

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

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

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

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

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

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

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

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

Fitch has affirmed these ratings with a Positive Outlook:

Synovus Financial Corp.
   -- Long-term IDR at 'BB+';
   -- Short-term IDR at 'B'.
   -- Viability Rating at 'bb+';
   -- Senior unsecured at 'BB+';
   -- Subordinated debt at 'BB';
   -- Preferred stock at 'B';
   -- Support '5';
   -- Support Floor 'NF'.

Synovus Bank
   -- Long-term IDR at 'BB+';
   -- Short-term IDR at 'B'.
   -- Viability Rating at 'bb+';
   -- Long-term deposits at 'BBB-';
   -- Short-term deposits at 'F3'.
   -- Support '5';
   -- Support Floor 'NF'.



TARGA RESOURCES: Moody's Rates $1.1 Billion Secured Loans 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a first-time Corporate Family
Rating (CFR) of Ba3 to Targa Resources Corp. (TRC), a Ba3 rating to
its $1.1 billion senior secured credit facility, comprising a $430
million term loan and a $670 million revolving credit facility, and
assigned a SGL-3 Speculative Grade Liquidity Rating. The rating
outlook for TRC is stable. Moody's changed Targa Resources Partners
LP's (Targa) outlook to stable from positive and affirmed all of
Targa's ratings.

TRC's term loan proceeds along with drawings under its revolver
will be used to partially finance the proposed acquisition of Atlas
Energy, L.P. (ATLS) following the spin-off of ATLS's non-midstream
assets.

TRC is a publicly-traded corporation whose principal asset consists
of equity ownership interests in Targa (Ba1 stable), an independent
Master Limited Partnership (MLP) that provides all of TRC's cash
flows in the form of distribution payments. In addition to owning
11.3% limited partnership (LP) interests in Targa, TRC controls
Targa through a 2% general partner (GP) interest and 100% of the
incentive distribution rights (IDRs).

"Targa Resources Corp.'s Ba3 rating is supported by Targa Resources
Partners' credit profile because its dividend payouts and debt
service are entirely dependent on cash distributions from the
controlled partnership," said Arvinder Saluja, Moody's Vice
President. "The change in outlook to stable from positive at Targa
considers higher leverage given the downdraft in natural gas
liquids prices."

Issuer: Targa Resources Partners LP

Affirmations:

Corporate Family Rating, Ba1

Probability of Default Rating, Ba1-PD

Speculative Grade Liquidity Rating, SGL-3

Senior Unsecured Notes, Ba2 (LGD4)

Outlook Actions:

Outlook, Changed to Stable from Positive

Issuer: Targa Resources Corp.

Assignments:

Corporate Family Rating, Assigned Ba3

Probability of Default Rating, Assigned Ba3-PD

Speculative Grade Liquidity Rating, Assigned SGL-3

Senior Secured Bank Credit Facility, Assigned Ba3 (LGD3)

Outlook Actions:

Outlook, Assigned Stable

Ratings Rationale

The change of outlook to stable for Targa reflects the continued
and extreme price weakness in natural gas liquids and crude oil
markets, which will weigh on Targa's EBITDA generation and could
prevent meaningful improvement in credit metrics in 2015-2016. On a
consolidated basis, the leverage could remain close to 5x, which is
inconsistent with a positive outlook. This action recognizes the
lower likelihood of an upgrade to investment grade for Targa over
the next 12-18 months.

Targa's Ba1 CFR is supported by its scale and baseline EBITDA
generation, track record of strong execution of growth projects,
and relatively high proportion of fee-based margin contribution
even after incorporating Atlas Pipeline Partners, L.P.'s (APL)
margin mix. In addition, Targa will benefit from APL's recent
acquisitions, organic expansion projects and complementary
geographic footprint in Texas and Oklahoma. Targa has increased
geographic diversification, improved business diversification
through entry into crude oil gathering, and grown fee-based
business. As a number of growth projects came online in 2013 and
2014, its distribution coverage, which remained under 1.0x for a
portion of 2013, also improved with the cash flow from these
projects. These positive attributes are tempered by material
exposure to the gathering and processing business, intensified
commodity price weakness, volume risks, and its historically
aggressive distribution policies.

TRC's Ba3 CFR reflects the underlying credit quality of Targa, the
strategic importance of the partnership, its relatively stable cash
flows for TRC's debt service and dividends, and its diversified
exposure to the midstream segment across multiple U.S. basins. The
rating also considers the structural subordination of TRC's cash
flows and its own dividend heavy business model that imposes a high
payout burden and limits absolute debt reduction. TRC has no
meaningful assets other than its equity interests in Targa and
functions as a pass-through vehicle that pays out the vast majority
of its distribution income to its own shareholders.

TRC is rated two notches below Targa because of structural
subordination, significant debt burden and small tangible asset
value. The LP and GP distribution streams to TRC are residual cash
flows after operating expenses and debt service payments have been
satisfied at Targa. There is no contractual guarantee from Targa to
TRC, and hence, if the partnership were to default, TRC's equity
interest in that entity would be worthless. Additionally, since
TRC's LP ownership in Targa is modest, it is theoretically possible
for two-thirds of Targa's unitholders to remove the partnership's
GP, which would mean cessation of the IDR distributions to TRC
which currently comprise the bulk of TRC's cash flow. While Moody's
acknowledge the significant value in TRC's equity interests and the
low probability of Ba1 rated Targa's default, given that the
entirety of TRC's cash flows originate from the partnership, TRC is
rated below Targa.

TRC's senior secured credit facility is rated Ba3, the same as the
Ba3 CFR under Moody's Loss Given Default Methodology, because TRC
has only one class of debt in its capital structure. The term loan
ranks pari passu with its revolving credit facility and they share
the same collateral pool. Both are secured by substantially all of
TRC's assets, including its ownership interests in Targa. TRC's
proforma standalone leverage is expected to be 3.4x. However, on a
fully consolidated basis with Targa, TRC's proforma reported
leverage would be higher and could remain close to 5x in 2015.
Moody's expect standalone credit metrics to improve in 2016 as
distributions from the partnership increase.

TRC should have adequate liquidity through 2015. Proforma for the
ATLS acquisition, the company is expected to have minimal cash on
hand and partial availability under its $670 million five year
revolver. There is a leverage covenant (maximum compliance
debt/EBITDA of 4.75x in 2015 with step-downs in 2016-17) pertaining
to the revolver, which TRC is expected to meet over the next year.
The interest burden that TRC has to service is expected to be
moderate (~$50 million annually) relative to its total distribution
earnings. However, a significant portion of TRC's dividend payout
will have to be supported by IDR payments requiring strong
operational and commercial execution by Targa.

Targa's ratings will be considered for an upgrade if Moody's expect
the partnership to sustain leverage near 4x and continue to
increase the proportion of fee-based revenues and EBITDA. The CFR
could be downgraded if Targa's Debt/EBITDA rises over 5.5x because
of a leveraging transaction and/or weaker than expected earnings.

TRC could be upgraded if Targa is upgraded to Baa3. An upgrade is
also possible if TRC's debt is reduced to below 1 times
distributions received and Targa's CFR holds at or above Ba1. The
ratings could be downgraded if Targa is downgraded, TRC's
standalone debt exceeds 4 times distributions received or dividend
payouts are funded with debt.

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

Targa Resource Partners LP is a mid-sized midstream master limited
partnership headquartered in Houston, Texas. Targa Resources Corp.
is a Delaware incorporated company also headquartered in Houston,
Texas.



TCF NATIONAL: Fitch Affirms 'BB+' Subordinated Debt Rating
----------------------------------------------------------
Fitch Ratings has affirmed TCF Financial Corp.'s (TCB) ratings at
'BBB-/F3'.  The Rating Outlook has been revised to Stable from
Negative.

The rating action follows a periodic review of the mid-tier
regional banking group, which includes BOK Financial Corp. (BOKF),
Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC),
First Horizon National Corp. (FHN), First National of Nebraska,
Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp.
(FULT), People's United Financial Inc. (PBCT), Synovus Financial
Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp.
(WBS), Wintrust Financial Corp. (WTFC), and UMB Financial
Corporation (UMB).

Company-specific rating rationales for the other banks are
published separately.

KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT

Fitch notes that TCB's ratings remain toward the bottom of its peer
group, reflecting its relatively higher risk profile across many
financial metrics as well as a larger risk appetite.

The action primarily reflects Fitch's view that asset quality,
particularly related to TCB's legacy portfolio, has stabilized with
the nonperforming asset (NPA) bulk sale and that management has
shown the ability and willingness to build capital in order to
support balance sheet growth.  Fitch's expectation that growth,
particularly in auto finance, will continue to be relatively high
over the coming quarters as the company continues to build out
scale but will level out to a more normalized growth rate is
incorporated into today's action as well.

Previously, Fitch had noted that the bank's ratio of NPAs to total
loans and other real estate owned (OREO) was an outlier in the
mid-tier regional peer group.  While still elevated compared to
higher rated banks, In the fourth quarter of 2014 (4Q'14),
management executed on a $400 million NPA sale which has brought
TCB's NPA levels to levels more in line with similarly rated
peers.

The action has resulted in NPAs dropping to 2.90% from 6.18% at
4Q'13.  Notably, the sale primarily consisted of legacy residential
mortgages classified as troubled debt restructures (TDRs).
Coinciding with the action, TCB took an additional $20 million
provision related to the remaining residential mortgage
nonperforming loans within its loan portfolio.  Fitch also notes
that net charge-offs (NCOs) on a whole nor did the transaction
result in a net loss for the quarter as some have experienced when
performing a nonperforming bulk sale.

Fitch views this action as a credit positive as it removes a
substantial amount of overhang from legacy strategies and should
result not only in strong credit performance going forward but also
improved earnings as costs associated with working out of
nonperforming credits dissipates.

That said, Fitch expects NPAs and credit costs to remain elevated
in relative terms compared to higher rated institutions over the
long term.  TCB's will still have close to $200 million in accruing
TDRs, with most of them consumer-related which tend to be much
stickier than commercial-related TDRs.  Fitch expects TCB to
maintain a reserve against the remaining accruing TDRs in line with
past practices at around 20% of unpaid balances, a level Fitch
believes is reasonable when considering marks taken on the
announced bulk loan sale and those announced around the banking
industry.  These expectations are incorporated in the current
rating of 'BBB-' and today's affirmation.

As expected by Fitch, TCB continues to put focus on growth in its
national lending loan portfolio.  Growth has been particularly
aggressive in the indirect auto space.  Auto loans on balance sheet
have grown 55% year-over-year to $2 billion.  This growth rate in
auto has outpaced nearly all competitors that lend in the indirect
auto space and the portfolio now makes up 12% of TCB's loan book
versus 8% a year prior.  While losses relating to TCB's auto book
have been in line with industry standards over recent periods, in
Fitch's view, the portfolio still has yet to fully season or go
through a full credit cycle.  Furthermore, Fitch notes that growth
in the portfolio is likely depressing loss ratios from quarter to
quarter.

Mitigating some of Fitch's loan growth concerns is company's
ability to generate and maintain a reasonable level of capital. TCB
has not raised its dividend nor has it performed any material share
repurchases like some banks have.  Instead, management has chosen
to use capital generation as a way to support growth. Therefore,
the company's Total tier 1 Risk Based capital ratio has increased
35 basis points (bps) to 11.8% and its Tier 1 common capital is up
44bps to 10.1%.  This type of capital retention is expected by
Fitch and has been incorporated into the bank's current rating and
the outlook.

TCB has also shown the ability to manage growth in its auto
portfolio through the use of securitization.  In 3Q'14, the company
executed on an auto securitization of over $250 million of loans on
which it recognized a gain of $7.4 million.  In Fitch's view, the
securitization transaction primarily reflects substantial appetite
for auto-related paper by investors.  The transaction also points
toward the increased credibility of TCF within the indirect auto
lending space.  Fitch also observes that, to some extent, the
transaction shows the infrastructure and risk management systems
TCB has built over the past few years in order to gather and store
the data necessary to execute on such a securitization.

Fitch notes that earnings have historically been supported by a
low-cost deposit base which generated a relatively higher level of
noninterest income than peers.  While deposit pricing through the
industry has converged to historic lows bringing TCB's cost of
deposits in-line with peer averages, Fitch would expect the
company's earnings to benefit relatively more in a rising rate
scenario given the likely sticky nature of its low-balance, high
volume deposit base.  Nearly 90% of the bank's total deposits are
FDIC insured, a level relatively greater than peers.  Furthermore,
while fee income generated by TCB's deposit base has been reduced
due to consumer behavior and the Durbin Amendment, Fitch still
expects the company to generate a relatively higher level of income
from service charges compared to others in the peer group, a
positive rating driver.  These expectations are reflected in
today's rating affirmation and the outlook.

RATING SENSITIVITIES - IDRS, VRs AND SENIOR DEBT

Fitch will continue to monitor credit risk and risk appetite in
TCB's growing national lending platform in relation to those that
contend in similar lending spaces.  If Fitch observes a relative
divergence of credit costs in these portfolios that point toward
lax underwriting or monitoring and lead to earnings performance
deterioration negative rating action is possible.

Over the rating horizon, Fitch expects TCB's absolute and relative
auto loan production to slow given the level of growth the asset
class has experienced since TCB got into the space at the end of
2011.  However, should auto growth continue to outpace the industry
by multiples and the book approaches near 20% of TCB's loan
portfolio, adverse rating action could result as Fitch would view
the exposure as significantly outsized compared to similarly rated
institutions and outside of Fitch's expectations.

Fitch believes TCB's ratings are constrained from upward movement
in the near term given its current business strategies and relative
asset quality.  Over the long term, if asset quality converges with
higher rated peers and credit quality in the national lending
portfolio remains in line with industry, leading to positive
operating results, TCB's ratings or Outlook could be positively
impacted.

KEY RATING DRIVERS - HOLDING COMPANY

The IDR and VR of TCB is equalized with its operating company, TCF
National Bank, reflecting its role as the bank holding company,
which is mandated in the U.S. to act as a source of strength for
its bank subsidiaries.

RATING SENSITIVITIES - HOLDING COMPANY

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

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

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

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

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

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

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

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

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

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

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

Fitch has affirmed these ratings with a Stable Outlook:

TCF Financial Corp.
   -- Long-term IDR at 'BBB-';
   -- Viability at 'bbb-'.
   -- Preferred stock at 'B';
   -- Short-term IDR at 'F3';
   -- Support Ratings at '5';
   -- Support Rating Floor at 'NF'.

TCF National Bank
   -- Long-term IDR at 'BBB-';
   -- Viability at 'bbb-';
   -- Long-term deposits at 'BBB';
   -- Subordinated Debt at 'BB+';
   -- Short-term IDR at 'F3';
   -- Short-term Deposits at 'F3';
   -- Support Ratings at '5';
   -- Support Rating Floor at 'NF'.



TOWN CENTER FLATS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Town Center Flats, LLC
        45343 Market Street
        Shelby Township, MI 48315

Case No.: 15-41307

Chapter 11 Petition Date: January 31, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Walter Shapero

Debtor's Counsel: Robert N. Bassel, Esq.
                  ROBERT BASSEL, ATTORNEY
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  Email: bbassel@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Vincent Di Lorenzo, principal.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.


TRUMP ENTERTAINMENT: Plan Confirmation Hearing Set for March 12
---------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware on Jan. 30, 2015, signed an order approving the disclosure
statement explaining Trump Entertainment Resorts, Inc., et al.'s
plan of reorganization and scheduled the hearing to consider
confirmation of the plan for March 12, 2015, at 9:00 a.m.
(prevailing Eastern Time).

All ballots must be properly executed, completed and delivered so
as to be actually received by no later than Feb. 25, 2015, at 4:00
p.m. (prevailing Eastern Time).  Any objection, comment or response
to confirmation of the Plan must be submitted on or before March
4.

As previously reported by The Troubled Company Reporter, Trump
Entertainment filed on Jan. 5, 2015, a third amended plan of
reorganization and accompanying disclosure statement to, among
other things, provide that holders of General Unsecured Claims will
receive Distribution Trust Interests, which will include $1 million
in cash and the proceeds, if any, of certain avoidance actions.
Under the revised plan, holders of general unsecured claims are
estimated to recover 0.47% to 0.43% of their total allowed claim
amount. The Amended Plan also includes language reflecting the
recently-approved $20 million loan from Carl Icahn.

The new $20 million loan extended by Icahn requires that the
casino's plan of reorganization must be confirmed by the bankruptcy
court by March 13.  The loan agreement also requires a Jan. 22
approval of the disclosure statement explaining the plan.

A full-text copy of the Disclosure Statement dated Jan. 30, 2015,
is available at http://bankrupt.com/misc/TRUMPds0130.pdf

                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, 2014.

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.


TS EMPLOYMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: TS Employment, Inc.
        160 Broadway, 15th Floor
        New York, NY 10038

Case No.: 15-10243

Type of Business: The Debtor is a professional employer
                  organization which provides the usual types of
                  payroll-related services performed by a PEO.  
                  The only customer of the Debtor is Corporate
                  Resource Services, Inc.

Chapter 11 Petition Date: February 2, 2015

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

Judge: Hon. Martin Glenn

Debtor's Counsel: Scott S. Markowitz, Esq.
                  TARTER KRINSKY & DROGIN LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: 212-216-8001
                  Email: smarkowitz@tarterkrinsky.com

Debtor's          REALIZATION SERVICES INC.
Consultant:

Estimated Assets: $100 million to $500 million

Estimated Liabilities: $100 million to $500 million

The petition was signed by Robert Cassera, president.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.


VALEANT PHARMA: Oncology Foray No Impact on Moody's Ba3 CFR
-----------------------------------------------------------
Moody's Investors Service commented that the expansion in the
oncology market by Valeant Pharmaceuticals International, Inc. is
credit positive but has execution risk. There is currently no
impact on Valeant's ratings including the Ba3 Corporate Family
Rating, Ba1 senior secured rating and B1 senior unsecured rating.

"If Valeant steadily expands in oncology with the acquisition of
other revenue-generating assets, the implications will be credit
positive," stated Michael Levesque, Moody's Senior Vice President.

Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical company
with expertise in branded dermatology, eye health, neuroscience
products, branded generics and OTC products. Valeant generated $8.0
billion in revenues during the 12 months ended September 30, 2014.



WEBSTER FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating
------------------------------------------------------------
Fitch Ratings has affirmed Webster Financial Corp.'s (WBS) ratings
at 'BBB/F2'.  The Rating Outlook remains Stable.  The affirmation
and stable outlook reflects its solid franchise and operating
performance in line with its rating category.  The Stable Outlook
reflects Fitch's view that WBS' financial profile will remain
relatively unchanged over the intermediate term.

The rating action follows a periodic review of the mid-tier
regional banking group, which includes BOK Financial Corp. (BOKF),
Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC),
First Horizon National Corp. (FHN), First National of Nebraska,
Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp
(FULT), People's United Financial Inc. (PBCT), Synovus Financial
Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp.
(WBS), Wintrust Financial Corp (WTFC), and UMB Financial
Corporation (UMB).

Company-specific rating rationales for the other banks are
published separately.

KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT

WBS' ratings reflect its solid franchise, which primarily exists in
Connecticut.  Moreover, WBS has further strengthened its franchise
through the 3Q14 announced acquisition of JP Morgan's health
savings account (HSA) business in 2014.  The HSA business provides
a solid source of long-duration deposit funding for the WBS, which
will be a benefit to the bank over the long term.

WBS' earnings are solid and finished 2014 above the mid-tier median
level.  Solid earnings are driven by relatively stronger operating
leverage than its peers.  In addition, WBS's earnings profile is
also aided by a relatively higher yielding securities portfolio due
to a sizeable CMBS portfolio, which has had strong performance.
The portfolio yield is over 84 basis points (bps) higher than the
mid-tier group median.  Over 25% of WBS' securities portfolio is
invested in higher yielding, non-government guaranteed securities.
Fitch expects WBS's earnings to remain above the peer median as it
net interest margin has been relatively more stable than its
peers.

WBS' nonperforming assets (NPAs) rank in the top quartile of the
mid-tier group at over 2.8% but are largely driven by Webster's
conservative approach to trouble debt restructure (TDR)
identification.  Over 50% of the bank's nonperforming assets are
TDRs.  As a result, Fitch expects WBS' NPA levels to continue to
rank in the top quartile of the mid-tier bank group since TDRs
retain their classification for the life of the loan.

RATING SENSITIVITIES - IDRS, VRs AND SENIOR DEBT

Although not anticipated, WBS' ratings could move lower if the
company experiences significant asset quality deterioration in its
loan or investment portfolios, which include credit sensitive
securities such as CMBS and CLOs.  Conversely, if WBS managed its
capital levels above 8% with moderate-to-low growth and stable
asset quality, positive ratings moment could build.

RATING SENSITIVITIES - HOLDING COMPANY

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

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

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

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

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

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

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

To the extent that one of WBS' subsidiary or affiliated companies
is not considered to be a core business, Fitch could also notch the
subsidiary's rating from WBS' IDR.

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

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

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

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

Fitch has affirmed these ratings with a Stable Outlook:

Webster Financial Corporation
   -- Long-term IDR at 'BBB'; Outlook Stable;
   -- Senior unsecured at 'BBB';
   -- Viability Rating at 'bbb';
   -- Preferred Stock at 'B+';
   -- Short-term IDR at 'F2';
   -- Support at '5';
   -- Support Floor at 'NF'.

Webster Bank, NA
   -- Long-term IDR at 'BBB'; Outlook Stable;
   -- Long-term deposits at 'BBB+';
   -- Viability Rating at 'bbb';
   -- Short-term IDR at 'F2';
   -- Short-term Deposits at 'F2';
   -- Support at '5';
   -- Support Floor at 'NF'.



WILLIAM HRYNKIW: First Creditors' Meeting on Feb. 9 in Toronto
---------------------------------------------------------------
William Thomas Hrynkiw, a resident of the city of Whitby, Ontario,
filed for bankruptcy on Jan. 21, 2015, and the first meeting of
creditors will be held on Feb. 9, 2015, at 11:00 a.m., at the
office of the Trustee at 100 Simcoe Street, Suite 125 in Toronto,
Ontario.

The Trustee may be reached at:

  Albert Gelman Inc.,
  Trustee in Bankruptcy
  100 Simcoe Street, Suite 125,
  Toronto, ON M5H 3G2
  Website: www.albertgelman.com


WILLIAMS COMPANIES: Fitch Affirms BB Rating on Jr. Sub. Debentures
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Williams Partners L.P.
(WPZ) and its affiliates, Northwest Pipeline LLC (NWP), and
Transcontinental Gas Pipe Line Company, LLC (TGPL).  Fitch has also
affirmed the ratings for Williams Partners Finance Corporation
(WPFC) and The Williams Companies, Inc. (WMB).  The Rating Outlook
is revised to Negative from Stable for all issuers.

Approximately $20.9 billion of debt is affected.

The Negative Outlook is driven by Fitch's expectations that WPZ's
EBITDA will weaken to levels significantly below our previous base
case expectations, due to a combination of very high volatility in
NGLs pricing and additional delays in bringing the Geismar plant
online.  Furthermore, spending at the MLP is expected to remain
significant even if there are reductions from the current budget.
For the LTM ending Sept. 30, 2014, leverage (defined as debt to
adjusted EBITDA) was 5.3x, up from 4.4x at the end of 2013.  With
expectations for reduced EBITDA, Fitch expects year-end 2015
leverage to be in the range of 4.75-5.0x.  Given downwardly revised
projections for EBITDA and distributable cash flows, Fitch
forecasts the distribution coverage ratio may remain below 1.0x at
the end of 2015.

WPZ's Outlook would be revised to Stable if Fitch forecasts
leverage to trend down to 4.5x or lower on a sustained basis.  An
Outlook revision at WPZ would be reflected at its affiliates.  If
leverage does not appear to be on a path to fall to 4.5x or lower
by year-end 2016, Fitch would consider a one notch downgrade.  A
downgrade at WPZ would trigger a downgrade for WMB, NWP, TGPL and
WPFC.

KEY RATING DRIVERS:

Increased Scale and Diversity: WPZ and WMB's ratings are supported
by the benefits of the Access Midstream Partners (ACMP) acquisition
and ongoing organic growth projects which continue to increase the
scale and diversity of its operations.  WPZ expects the ACMP merger
to close on Feb. 2, 2015, and WPZ's ratings already factor in the
transaction.  Consolidated debt at WPZ will include all outstanding
debt of ACMP.  WPZ's 2015 EBITDA was previously forecasted to be $5
billion (pro forma for the merger). Approximately 75% of margins
were to be generated from fee-based arrangements which translate
into $1.25 billion of gross margin with commodity exposure.  Fitch
sees EBITDA well below prior forecasts.

Also, WMB's and WPZ's relative exposure to volatile natural gas
liquids (NGL) prices should be lower (on a percentage basis) due to
the build-out of fee-based pipeline and midstream facilities in the
Marcellus and Utica production.  ACMP's midstream operations are
100% fee-based and will further reduce commodity price exposure.
However, the volatility of the portion of the business that is
exposed to NGLs has been very high over the last few months, and in
sympathy with the fall in crude, NGLs have fallen 45% since the end
of the third quarter of 2014.

Of concern also is the status of the rebuild and expansion of WPZ's
Geismar olefins plant.  Delays have been ongoing, and it remains
unclear when the facility will begin although it is expected soon.

Forward Expectations: WPZ's adjusted 2013 debt to EBITDA was
approximately 4.0x and previously Fitch targeted 2014 year-end
leverage to be fairly unchanged although it was clear that Geismar
delays would increase leverage.  It is now expected that leverage
may be above 5.0x and with lower expectations for EBITDA in 2015,
Fitch expects year-end 2015 leverage to be in the range of
4.75-5.0x.  Credit measures for both WPZ and WMB should strengthen
modestly in 2016 as several large organic projects come on line and
the benefits of increased fixed-fee revenues are felt.

Favorable Liquidity: As of Sept. 30, 2014, WPZ's liquidity appeared
to be sufficient.  Cash on the balance sheet was $110 million.  WPZ
has access to a $2.5 billion revolving credit facility that matures
in July 2018 and backstops a $2 billion commercial paper (CP)
program.  WPZ had no borrowings under the revolver and $265 million
of outstanding CP as of Sept. 30, 2014. TGPL and NWP are each
co-borrowers under WPZ's revolver for up to $500 million.  The
revolver financial covenants include a maximum consolidated
leverage ratio of 5.0x, or 5.5x during a period following
acquisitions of $50 million or more.  TGPL and NWP have
debt-to-capitalization maximums of 65%.  The revolver also includes
a change of control clause, limitations on liens, and restrictions
on asset sales and mergers.  The partnership has near term debt of
$750 million of 3.8% notes due Feb. 15, 2015.  Beyond that, there
are no additional debt maturities until 2017.

ACMP has a $1.75 billion revolver due 2018.  This partnership does
not have any debt maturities until 2021.

In conjunction with the merger of the MLPs, a new sizeable revolver
is to be established to provide for liquidity needs.

WMB's liquidity position is expected to remain strong given its
cash resources and minimal refinancing requirements.  As of
Sept. 30, 2014 the company had $302 million of cash on the balance
sheet.  WMB has a $1.5 billion unsecured, revolving credit facility
that matures in July 2018.  The revolver has a maximum
debt-to-EBITDA ratio of 4.75x (5.5x following acquisitions of $50
million or more).  There are currently no borrowings under the
revolver.  WMB has no debt maturities until 2019.

RATING SENSITIVITIES

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

WPZ
   -- Expectations for leverage (defined as debt to adjusted
      EBITDA) to return to 4.5x or lower and remain there on a
      sustained basis to return to a Stable Outlook at the current

      rating;
   -- Increased scale and diversity of assets;
   -- A material reduction in exposure to commodities.

WMB, TGPL, NWP and WPFC
   -- A Stable Outlook or an upgrade at WPZ.

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

WPZ
   -- Increasing commodity risk;
   -- Extended outages at the Geismar not covered by insurance;
   -- Weaker credit metrics with sustained leverage above 4.5x.

WMB, TGPL, NWP and WPFC
   -- A downgrade at WPZ.

Fitch affirms these ratings with a Negative Outlook:

Williams Partners L.P.

   -- IDR at 'BBB';
   -- Senior unsecured debt at 'BBB';
   -- Short-term IDR and CP at 'F2'.

Williams Partners Finance Corporation
   -- Senior unsecured debt at 'BBB'.

The Williams Companies, Inc.
   -- IDR at 'BBB-';
   -- Senior unsecured debt at 'BBB-';
   -- Junior subordinated convertible debentures at 'BB'.

Transcontinental Gas Pipe Line Company, LLC
   -- IDR at 'BBB+';
   -- Senior unsecured debt at 'BBB+'.

Northwest Pipeline LLC
   -- IDR at 'BBB+';
   -- Senior unsecured debt at 'BBB+'.



WILLIAMS PARTNERS: S&P Raises Corp. Credit Rating From 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BBB'
corporate credit rating on Williams Partners L.P. (WPZ) and its
operating subsidiaries Transcontinental Gas Pipe Line Co. LLC and
Northwest Pipeline LLC, and WPZ's short-term rating of 'A-2'.  The
outlook is stable.

At the same time, S&P raised its corporate credit rating on Access
Midstream Partners L.P. to 'BBB' from 'BB+', in line with S&P's
rating on WPZ, and removed it from CreditWatch where S&P placed it
with positive implications on June 16, 2014.  The outlook is
stable.

S&P bases the ratings of the combined partnership on a "strong"
business risk profile and "significant" financial risk profile. Key
credit strengths include cash flow that is mainly fee-based (about
90%) from the partnership's pipeline assets and its combination
with Access Midstream, which will double gathering capacity and
increase and diversify WPZ's gathering and processing business
across several new shale basins.  These benefits are partly offset
by higher financial leverage between 4.5x and 4.7x in 2015 and
WPZ's master limited partnership structure, which pays out most of
its free cash flow (after maintenance-related capital spending) to
unitholders and relies on the capital markets to fund large
discretionary cash flow deficits.

"We believe the partnership's credit profile will benefit from
increased scale and geographic diversity due to the merger with
Access Midstream," said Standard & Poor's credit analyst Michael
Grande.

WPZ will enhance its competitive position in emerging shale plays
in the Marcellus and Utica regions and extend its reach into new
plays such as the Barnett, Haynesville, and Niobrara regions.
Access Midstream's cash flow--which we estimate to be about 25% of
WPZ's pro forma 2015 EBITDA--is backed by long-term, fee-based
contracts, with most structured with minimum-volumes or fees that
lock in revenue for a certain period of time and provide a base
level of cash flow available for debt service.

The stable rating outlook reflects S&P's view that the combined
partnership will maintain adequate liquidity, fund its sizable
organic spending program in a disciplined manner, and have total
debt to EBITDA in the 4.5x area during the next 12 months.  S&P
expects the partnership's leverage to improve to the low-4x area as
EBITDA from its growing joint ventures and various fee-based
organic projects is realized.



WINTRUST FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Wintrust Financial Corp.'s (WTFC)
ratings at 'BBB/F2'.  The Rating Outlook remains Stable.

The rating action follows a periodic review of the mid-tier
regional banking group, which includes BOK Financial Corp. (BOKF),
Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC),
First Horizon National Corp. (FHN), First National of Nebraska,
Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp
(FULT), People's United Financial Inc. (PBCT), Synovus Financial
Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp.
(WBS), Wintrust Financial Corp (WTFC), and UMB Financial
Corporation (UMB).

Company-specific rating rationales for the other banks are
published separately.

KEY RATING DRIVERS - IDRs, VRs AND SENIOR DEBT

Today's affirmation reflects Fitch's view that WTFC remains a
steady performer from an earnings perspective and that management
has maintained its consistent, conservative risk appetite and
strategy over recent periods.  While asset growth remains fairly
robust relative to peers due to the continued strategy of buying
small community banks, Fitch observes that the company has
maintained adequate capital ratios and has successfully integrated
acquisitions, as it has done in the past.  The Stable Outlook
reflects Fitch's expectation that asset growth will continue to be
supported by capital retention, and asset quality will remain
strong relative to peers.

Fitch recognizes WTFC's relatively strong asset quality compared to
similarly rated peers and believes it is a reflection of
management's credit risk management philosophy.  Nonperforming
assets (NPAs) as a portion of loans and real estate owned (REO)
have continued a downward march, dropping from 1.72% at fourth
quarter 2013 (4Q'13) to 1.29% at 4Q'14.  This level compares
favorably to similarly rated peers.  Fitch notes that the decrease
has been accomplished with relatively little credit loss, at just
20 basis points (bps) for the entire year of 2014.

Fitch also views the company's premium finance loan book as
generally positive given its size relative to the overall loan
portfolio and the low credit losses generated out of it. Annualized
normal net charge-offs (NCOs) related to WTFC's property and
casualty (P&C) premium finance portfolio have averaged well-under
20bps over the last 15 quarters while the life insurance premium
finance book has generated just 1bp of NCOs over the same time
period, on average.  These two portfolios continue to account for
nearly one-third of WTFC's loan book.

Fitch believes that WTFC is constrained at its current rating given
its tepid earnings performance relative to higher rated peers.  The
company's 2014 return on assets (ROA) of 81bps is lower than
similarly and higher rated institutions.  However, Fitch views
WTFC's performance in the context of its lower overall risk profile
and observes that earnings are adequate to generate capital that
supports asset growth.  Fitch expects earnings to continue to lag
given its relatively higher cost structure and higher reliance on
certificates of deposits (CDs) compared to peers.  This expectation
is incorporated into today's affirmation and the Stable Outlook.

Further constraining the company's ratings is its geographic
concentration within its loan book.  The vast majority of WTFC's
core loan book (excluding premium finance loans) is located in the
state of Illinois with much of it in the greater Chicagoland area.
In general, Fitch views the Chicago market as densely populated by
banks and economically challenged which could result in prolonged
periods of tepid earnings and elevated nonperforming assets (NPAs)
relative to historical levels.  Fitch recognizes that WTFC has
attempted to diversify its reliance on Chicago through acquisitions
of a pair of community banks in southeastern Wisconsin and through
the continued build-out of its mortgage banking operation.  Still,
the rating action incorporates Fitch's view that the company will
remain concentrated in and around the Chicagoland area due to its
strategy and business model.

With a TCE ratio of 7.8% as of 4Q'14, capital is considered
adequate relative to others in WTFC's peer group and relative to
its overall risk profile.  Regulatory capital ratios are also
considered ample.  Fitch notes that WTFC's rating not only reflects
its ability to maintain an adequate capital base through the cycle,
but its ability to maintain capital even with strong asset growth
and its demonstrated ability to raise capital in the private and
public markets.  This was once again evidenced in mid-2014 when the
company successfully executed a $140 million subordinated debt
offering at reasonable market terms.

RATING SENSITIVITIES - IDRS, VRs AND SENIOR DEBT

Negative trends in earnings or a reversal in current asset quality
trends (particularly in the premium finance book) leading to
earnings and capital deterioration could prompt negative rating
action.  Furthermore, if growth (either through acquisition or
organic) were to exceed Fitch's comfort level, and capital levels
fell materially below their current levels, the rating or Outlook
could be adversely impacted.

Fitch views WTFC's ratings as solidly placed at 'BBB'.  However, if
earnings performance were to improve to more in line with higher
rated peers while management maintained its solid, conservative
risk management practices and AQ trends maintained their positive
course, Fitch could take positive rating action over the long
term.

KEY RATING DRIVERS - HOLDING COMPANY

WTFC's IDR and VR are equalized with its operating subsidiaries
(listed below), reflecting its role as the bank holding company,
which is mandated in the U.S. to act as a source of strength for
its bank subsidiaries.

RATING SENSITIVITIES - HOLDING COMPANY

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

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

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

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

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

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

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

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

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

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

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

Fitch has affirmed these ratings with a Stable Outlook:

Wintrust Financial Corporation
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Subordinated Debt at 'BBB-';
   -- Preferred Stock at 'B+';
   -- Support at '5';
   -- Support Rating Floor at 'NF'.

Lake Forest Bank and Trust Company
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
   -- Support Rating at 'NF'.

Hinsdale Bank and Trust Company
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
   -- Support Rating Floor at 'NF'.

Wintrust Bank
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
   -- Support Rating Floor at 'NF'.

Libertyville Bank and Trust Company
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
    -- Support Rating Floor at 'NF'.

Barrington Bank and Trust Company, NA
Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating Floor at 'NF'.

Crystal Lake Bank and Trust Company, NA
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
   -- Support Rating Floor at 'NF'.

Northbrook Bank and Trust Company
   -- Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
   -- Support Rating Floor at 'NF'.

Schaumburg Bank and Trust Company, NA
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
   -- Support Rating Floor at 'NF'.

Village Bank and Trust
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
   -- Support Rating Floor at 'NF'.

Beverly Bank and Trust Company, NA
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
   -- Support Rating Floor at 'NF'.

Town Bank
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
   -- Support Rating Floor at 'NF'.

Wheaton Bank and Trust
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
   -- Support Rating Floor at 'NF'.

State Bank of the Lakes
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
   -- Support Rating Floor at 'NF'.

Old Plank Trail Community Bank, NA
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
   -- Support Rating Floor at 'NF'.

St. Charles Bank and Trust Company
   -- Long-Term IDR at 'BBB';
   -- Short-Term IDR at 'F2';
   -- Viability Rating at 'bbb';
   -- Long-Term Deposits at 'BBB+';
   -- Short-Term Deposits at 'F2';
   -- Support at '5';
   -- Support Rating Floor at 'NF'.



WOLF COUSINS: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Wolf Cousins, LLC
           fdba Wolf Properties, LLC
        6005 W. 157th St.
        Oak Forest, IL 60452

Case No.: 15-03122

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 30, 2015

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Jacqueline P. Cox

Debtor's Counsel: Robert R Benjamin, Esq.
                  GOLAN & CHRISTIE, LLP
                  70 West Madison Street, Suite 1500
                  Chicago, IL 60602
                  Tel: 312-263-2300
                  Fax: 312-263-0939
                  Email: rrbenjamin@golanchristie.com

Total Assets: $863,258

Total Liabilities: $1.63 million

The petition was signed by Ghassan Abdallah, member.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb15-03122.pdf


YARWAY CORP: Plan Confirmation Hearing Set for April 8
------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware on Jan. 27, 2015, approved the disclosure
statement explaining the plan of reorganization co-sponsored by
Yarway Corp. and its indirect parent Tyco International Plc and
scheduled the confirmation hearing to be held on April 8, 2015, at
10:00 a.m. (Eastern Time).

The voting deadline will be March 20, 2015.  Objections or
responses, if any, to confirmation of the Plan must be filed and
served on or before March 20.  Replies of the Plan Proponents, the
Asbestos Claimants Committee and the Future Claimants'
Representative, and any other replies by parties-in-interest to
objections to confirmation of the Plan must be filed and served on
or before April 2.

As previously reported by The Troubled Company Reporter, the
centerpiece of the Plan is the establishment of a trust under
Section 524(g) of the Bankruptcy Code that will channel all current
asbestos-related claims and future asbestos-related demands to the
Asbestos Personal Injury Trust.  The scope of the injunction will,
among other things, cover all current and future asbestos-related
personal injury and wrongful death claims, demands and causes of
action based in whole or in part on actual or alleged conduct or
products of Yarway or Gimpel Corporation.

The Asbestos Personal Injury Trust will be funded primarily with
$325 million in cash contributed by Yarway and by Tyco on behalf of
themselves and certain other Protected Parties pursuant to the
Settlement, and with 100% of Reorganized Yarway's equity.

A full-text copy of the Disclosure Statement dated Jan. 28, 2015,
is available at http://bankrupt.com/misc/YARWAYds0128.pdf

                   About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the
1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps
from the 1920s to 1970s, and (ii) alleged manufacture of expansion
joint packing that was allegedly made up of a compound of Teflon
and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz P.C. and Sidley Austin LLP serve as the
Debtor's counsel in the Chapter 11 case.  Logan and Co. is the
claims and notice agent.

On May 6, 2013, the U.S. Trustee for Region 3, appointed an
official committee of asbestos personal injury claimants.  The
Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale,
Chartered, as lead bankruptcy counsel.


[*] Crude Price Collapse Will Cause Few Chapter 11s, Moody's Says
-----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, citing Moody's Investors Service, reported that the collapse
in the price of oil won't mean full employment for bankruptcy
professionals as Moody's said the default risk for energy companies
hasn't "deteriorated significantly."

Nonetheless, Moody's predicts liquidity will weaken and there will
be an increase in distressed exchanges among energy companies, the
Bloomberg report said.  Bloomberg noted that bankruptcy
professionals missed out on most of the 24 defaults in 2014 among
issuers rated by Moody's, because only nine were bankruptcies,
while 11 were distressed exchanges.


[*] Donald Steckroth to Join Cole Schot'z Bankruptcy Practice
-------------------------------------------------------------
Cole Schotz P.C. on Feb. 2 disclosed that retiring U.S. Bankruptcy
Judge Donald H. Steckroth is joining the firm as member, effective
March 1. Judge Steckroth, who retired as U.S. Bankruptcy Judge for
the District of New Jersey on February 1, will be based in Cole
Schotz's New York and New Jersey offices.

During his 14-year tenure, Judge Steckroth presided over bankruptcy
proceedings and related litigation that have drawn national
attention across many industries.  In the past year alone he
presided over some of the largest Chapter 11 proceedings in the
metropolitan area in the areas of healthcare, retail, real estate,
chemical, medical equipment and insurance industries.

"Judge Steckroth was the quintessential bankruptcy judge who
dispensed justice fairly before all that appeared before him. His
superior intellect, even temperament and respect for attorneys
added luster to the United States Bankruptcy Court and federal
court system," said Michael D. Sirota, co-managing shareholder of
the firm and co-chair of the firm's Bankruptcy & Corporate
Restructuring group.  "We are honored that Judge Steckroth elected
to join our firm which will allow our attorneys and clients to
benefit from his exceptional experience and unparalleled
knowledge."

Judge Steckroth joins Cole Schotz's Bankruptcy & Corporate
Restructuring practice, bolstering the already robust team.  The
nationally renowned, full-service group delivers innovative
strategies and winning solutions for complex in and out-of-court
corporate restructurings, state and federal insolvency proceedings
and high stakes bankruptcy litigation.

"Cole Schotz has earned a reputation for professionalism, technical
prowess and efficiency in the bankruptcy field both inside and
outside the courtroom," said Judge Steckroth.  "I look forward to
beginning the next chapter of my career in the company of attorneys
who set the bar in the practice of bankruptcy law."

Prior to his appointment to the bench, Judge Steckroth was an
attorney at Gibbons P.C. for 28 years.  He graduated cum laude from
Seton Hall University School of Law.

                        About Cole Schotz

Cole Schotz serves clients nationally throughout the United States
with offices in New York, New Jersey, Delaware, Maryland and Texas.
The firm represents hundreds of closely-held businesses and
individuals -- many for decades -- as well as Fortune 500
companies.

Founded in 1928, the firm has grown to over 120 attorneys who work
in eleven primary areas of practice: Bankruptcy & Corporate
Restructuring; Construction Services; Corporate, Finance & Business
Transactions; Employment Law; Environmental Law; Intellectual
Property, Litigation; Real Estate; Real Estate Special
Opportunities Group; Tax, Trusts & Estates and White Collar Defense
& Investigations.


[*] Justice Dept. Probing Moody's over Mortgage Deal Ratings
------------------------------------------------------------
Timothy W. Martin, writing for The Wall Street Journal, reported
that the U.S. Department of Justice has turned its attention to
Moody's Investor Service for issuing rosy grades on mortgage deals
in the buildup to the financial crisis.

According to the Journal, citing people familiar with the
situation, with its case against Standard & Poor's Ratings Services
nearing the finish, Justice Department officials in recent months
have quietly met with multiple former executives of Moody's to
discuss ratings of complex securities before the crisis.


[^] Large Companies With Insolvent Balance Sheet
------------------------------------------------
                                                Total
                                               Share-      Total
                                     Total   Holders'    Working
                                    Assets     Equity    Capital
  Company          Ticker             ($MM)      ($MM)      ($MM)
  -------          ------           ------   --------    -------
ABSOLUTE SOFTWRE   OU1 GR            138.4      (12.0)       2.2
ABSOLUTE SOFTWRE   ALSWF US          138.4      (12.0)       2.2
ABSOLUTE SOFTWRE   ABT CN            138.4      (12.0)       2.2
AC SIMMONDS & SO   ACSX US             1.4       (0.4)      (1.5)
ACCRETIVE HEALTH   6HL GR            510.0      (85.6)     (17.7)
ACCRETIVE HEALTH   ACHI US           510.0      (85.6)     (17.7)
ADVANCED EMISSIO   ADES US           106.4      (46.1)     (15.3)
ADVANCED EMISSIO   OXQ1 GR           106.4      (46.1)     (15.3)
ADVENT SOFTWARE    ADVS US           432.9      (76.3)    (106.9)
ADVENT SOFTWARE    AXQ GR            432.9      (76.3)    (106.9)
AGILE THERAPEUTI   AGRX US            60.9       42.4       39.8
AIR CANADA         ACDVF US       10,545.0   (1,400.0)     164.0
AIR CANADA         ACEUR EU       10,545.0   (1,400.0)     164.0
AIR CANADA         ADH2 GR        10,545.0   (1,400.0)     164.0
AIR CANADA         ADH2 TH        10,545.0   (1,400.0)     164.0
AIR CANADA         AC CN          10,545.0   (1,400.0)     164.0
AK STEEL HLDG      AKS US          4,858.5      (77.0)     900.5
AK STEEL HLDG      AK2 GR          4,858.5      (77.0)     900.5
AK STEEL HLDG      AK2 TH          4,858.5      (77.0)     900.5
AK STEEL HLDG      AKS* MM         4,858.5      (77.0)     900.5
ALLIANCE HEALTHC   AIQ US            473.5     (127.3)      62.8
AMC NETWORKS-A     9AC GR          3,663.3     (388.0)     659.4
AMC NETWORKS-A     AMCX US         3,663.3     (388.0)     659.4
AMC NETWORKS-A     AMCX* MM        3,663.3     (388.0)     659.4
AMER RESTAUR-LP    ICTPU US           33.5       (4.0)      (6.2)
AMYLIN PHARMACEU   AMLN US         1,998.7      (42.4)     263.0
ANGIE'S LIST INC   8AL GR            161.0      (39.4)     (22.7)
ANGIE'S LIST INC   8AL TH            161.0      (39.4)     (22.7)
ANGIE'S LIST INC   ANGI US           161.0      (39.4)     (22.7)
ARRAY BIOPHARMA    AR2 TH            135.3      (37.6)      66.2
ARRAY BIOPHARMA    AR2 GR            135.3      (37.6)      66.2
ARRAY BIOPHARMA    ARRY US           135.3      (37.6)      66.2
ASHFORD INC        AINC US             2.3       (5.8)       -
AUTOZONE INC       AZ5 GR          7,717.1   (1,662.8)  (1,383.4)
AUTOZONE INC       AZOEUR EU       7,717.1   (1,662.8)  (1,383.4)
AUTOZONE INC       AZ5 TH          7,717.1   (1,662.8)  (1,383.4)
AUTOZONE INC       AZO US          7,717.1   (1,662.8)  (1,383.4)
AUTOZONE INC       AZ5 QT          7,717.1   (1,662.8)  (1,383.4)
AVALANCHE BIOTEC   AAVL US           167.2      155.7      161.9
AVALANCHE BIOTEC   AVU GR            167.2      155.7      161.9
AVID TECHNOLOGY    AVID US           197.2     (341.2)    (173.2)
AXIM BIOTECHNOLO   AXIM US             1.1       (0.2)      (0.2)
BENEFITFOCUS INC   BTF GR            131.7      (31.2)      34.2
BENEFITFOCUS INC   BNFT US           131.7      (31.2)      34.2
BERRY PLASTICS G   BERY US         5,176.0      (93.0)     716.0
BERRY PLASTICS G   BP0 GR          5,176.0      (93.0)     716.0
BRP INC/CA-SUB V   B15A GR         2,115.5       (9.5)     184.7
BRP INC/CA-SUB V   DOO CN          2,115.5       (9.5)     184.7
BRP INC/CA-SUB V   BRPIF US        2,115.5       (9.5)     184.7
BURLINGTON STORE   BUI GR          2,796.9     (167.9)      77.6
BURLINGTON STORE   BURL US         2,796.9     (167.9)      77.6
CABLEVISION SY-A   CVY GR          6,563.7   (5,068.0)     158.9
CABLEVISION SY-A   CVC US          6,563.7   (5,068.0)     158.9
CABLEVISION-W/I    CVC-W US        6,563.7   (5,068.0)     158.9
CABLEVISION-W/I    8441293Q US     6,563.7   (5,068.0)     158.9
CADIZ INC          CDZI US            56.0      (49.7)       3.0
CAESARS ENTERTAI   CZR US         24,491.5   (3,714.4)   1,363.3
CAESARS ENTERTAI   C08 GR         24,491.5   (3,714.4)   1,363.3
CAPMARK FINANCIA   CPMK US        20,085.1     (933.1)       -
CASELLA WASTE      CWST US           661.8       (6.7)      (0.5)
CENTENNIAL COMM    CYCL US         1,480.9     (925.9)     (52.1)
CHOICE HOTELS      CZH GR            664.2     (397.0)     206.0
CHOICE HOTELS      CHH US            664.2     (397.0)     206.0
CIENA CORP         CIE1 QT         2,072.6      (69.6)     912.1
CIENA CORP         CIEN TE         2,072.6      (69.6)     912.1
CIENA CORP         CIE1 GR         2,072.6      (69.6)     912.1
CIENA CORP         CIE1 TH         2,072.6      (69.6)     912.1
CIENA CORP         CIEN US         2,072.6      (69.6)     912.1
CIVITAS SOLUTION   1CI GR          1,031.5      (62.0)      66.1
CIVITAS SOLUTION   CIVI US         1,031.5      (62.0)      66.1
CLEAR CHANNEL-A    CCO US          6,383.9     (132.6)     376.9
CLEAR CHANNEL-A    C7C GR          6,383.9     (132.6)     376.9
CLIFFS NATURAL R   CLF US          4,811.2     (177.3)     242.3
CLIFFS NATURAL R   CVA TH          4,811.2     (177.3)     242.3
CLIFFS NATURAL R   CVA GR          4,811.2     (177.3)     242.3
CLIFFS NATURAL R   CLF* MM         4,811.2     (177.3)     242.3
COMVERSE INC       CNSI US           649.6       (2.8)       4.3
COMVERSE INC       CM1 GR            649.6       (2.8)       4.3
CONNECTURE INC     2U7 GR             85.8      (67.7)     (55.8)
CONNECTURE INC     CNXR US            85.8      (67.7)     (55.8)
CORINDUS VASCULA   CVRS US             0.0       (0.0)      (0.0)
CVSL INC           CVSL US            66.0       (4.7)       2.8
DIPLOMAT PHARMAC   7DP TH            322.7        6.6      (39.9)
DIPLOMAT PHARMAC   DPLO US           322.7        6.6      (39.9)
DIPLOMAT PHARMAC   7DP GR            322.7        6.6      (39.9)
DIRECTV            DIG1 GR        22,594.0   (5,557.0)      43.0
DIRECTV            DTV US         22,594.0   (5,557.0)      43.0
DIRECTV            DTV CI         22,594.0   (5,557.0)      43.0
DIRECTV            DTV SW         22,594.0   (5,557.0)      43.0
DIRECTV            DTVEUR EU      22,594.0   (5,557.0)      43.0
DOMINO'S PIZZA     DPZ US            510.9   (1,281.7)     112.9
DOMINO'S PIZZA     EZV TH            510.9   (1,281.7)     112.9
DOMINO'S PIZZA     EZV GR            510.9   (1,281.7)     112.9
DUN & BRADSTREET   DNB US          1,789.2   (1,083.4)      (0.3)
DUN & BRADSTREET   DB5 GR          1,789.2   (1,083.4)      (0.3)
DURATA THERAPEUT   DRTX US            82.1      (16.1)      11.7
DURATA THERAPEUT   DRTXEUR EU         82.1      (16.1)      11.7
DURATA THERAPEUT   DTA GR             82.1      (16.1)      11.7
EDGEN GROUP INC    EDG US            883.8       (0.8)     409.2
EMPIRE RESORTS I   NYNY US            42.4      (14.3)      (9.9)
EMPIRE RESORTS I   LHC1 GR            42.4      (14.3)      (9.9)
ENTELLUS MEDICAL   ENTL US            14.0       (8.0)       4.8
EOS PETRO INC      EOPT US             1.3      (28.4)     (29.5)
EXTENDICARE INC    EXETF US        1,885.0       (7.2)      77.0
EXTENDICARE INC    EXE CN          1,885.0       (7.2)      77.0
FAIRPOINT COMMUN   FRP US          1,488.5     (395.7)       9.4
FAIRPOINT COMMUN   FONN GR         1,488.5     (395.7)       9.4
FAIRWAY GROUP HO   FWM US            371.8       (8.6)      19.9
FAIRWAY GROUP HO   FGWA GR           371.8       (8.6)      19.9
FERRELLGAS-LP      FGP US          1,680.4     (138.8)     (37.1)
FERRELLGAS-LP      FEG GR          1,680.4     (138.8)     (37.1)
FMSA HOLDINGS IN   FMSA US         1,447.5      (21.7)     271.3
FMSA HOLDINGS IN   FMSAEUR EU      1,447.5      (21.7)     271.3
FMSA HOLDINGS IN   FM1 GR          1,447.5      (21.7)     271.3
FREESCALE SEMICO   1FS TH          3,275.0   (3,581.0)   1,324.0
FREESCALE SEMICO   1FS GR          3,275.0   (3,581.0)   1,324.0
FREESCALE SEMICO   FSL US          3,275.0   (3,581.0)   1,324.0
FRESHPET INC       FRPT US            75.3      (43.5)       0.4
FRESHPET INC       7FP GR             75.3      (43.5)       0.4
FRESHPET INC       FRPTEUR EU         75.3      (43.5)       0.4
GAMING AND LEISU   GLPI US         2,595.4      (77.9)     (44.2)
GAMING AND LEISU   2GL GR          2,595.4      (77.9)     (44.2)
GARDA WRLD -CL A   GW CN           1,356.8     (243.8)      57.4
GENCORP INC        GY US           1,921.6     (170.9)      99.2
GENCORP INC        GCY GR          1,921.6     (170.9)      99.2
GENTIVA HEALTH     GHT GR          1,225.2     (285.2)     130.0
GENTIVA HEALTH     GTIV US         1,225.2     (285.2)     130.0
GLG PARTNERS INC   GLG US            400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US          400.0     (285.6)     156.9
GOLD RESERVE INC   GRZ CN             28.0      (10.5)       4.9
GOLD RESERVE INC   GDRZF US           28.0      (10.5)       4.9
GRAHAM PACKAGING   GRM US          2,947.5     (520.8)     298.5
GYMBOREE CORP/TH   GYMB US         1,284.0     (321.3)      39.5
HCA HOLDINGS INC   2BH GR         29,825.0   (6,018.0)   2,895.0
HCA HOLDINGS INC   2BH TH         29,825.0   (6,018.0)   2,895.0
HCA HOLDINGS INC   HCA US         29,825.0   (6,018.0)   2,895.0
HD SUPPLY HOLDIN   5HD GR          6,523.0     (657.0)   1,396.0
HD SUPPLY HOLDIN   HDS US          6,523.0     (657.0)   1,396.0
HERBALIFE LTD      HLF US          2,364.5     (420.6)     508.8
HERBALIFE LTD      HLFEUR EU       2,364.5     (420.6)     508.8
HERBALIFE LTD      HOO GR          2,364.5     (420.6)     508.8
HOVNANIAN ENT-A    HOV US          2,289.9     (117.8)   1,403.7
HOVNANIAN ENT-B    HOVVB US        2,289.9     (117.8)   1,403.7
HOVNANIAN-A-WI     HOV-W US        2,289.9     (117.8)   1,403.7
HUBSPOT INC        096 GR             58.9      (13.7)     (17.9)
HUBSPOT INC        HUBS US            58.9      (13.7)     (17.9)
HUGHES TELEMATIC   HUTCU US          110.2     (101.6)    (113.8)
IHEARTMEDIA INC    IHRT US        14,306.0   (9,506.2)   1,003.2
INCYTE CORP        INCY US           785.3      (89.6)     538.0
INCYTE CORP        ICY GR            785.3      (89.6)     538.0
INCYTE CORP        ICY TH            785.3      (89.6)     538.0
INFOR US INC       LWSN US         6,778.1     (460.0)    (305.9)
INTERCORE INC      ICOR US             2.8       (4.0)      (6.3)
IPCS INC           IPCS US           559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US           124.7      (64.8)       2.2
JUST ENERGY GROU   JE US           1,570.4     (311.6)     159.7
JUST ENERGY GROU   1JE GR          1,570.4     (311.6)     159.7
JUST ENERGY GROU   JE CN           1,570.4     (311.6)     159.7
L BRANDS INC       LTD GR          7,149.0     (433.0)   1,050.0
L BRANDS INC       LBEUR EU        7,149.0     (433.0)   1,050.0
L BRANDS INC       LTD TH          7,149.0     (433.0)   1,050.0
L BRANDS INC       LB US           7,149.0     (433.0)   1,050.0
LEAP WIRELESS      LWI GR          4,662.9     (125.1)     346.9
LEAP WIRELESS      LWI TH          4,662.9     (125.1)     346.9
LEAP WIRELESS      LEAP US         4,662.9     (125.1)     346.9
LORILLARD INC      LO US           3,275.0   (2,155.0)     918.0
LORILLARD INC      LLV GR          3,275.0   (2,155.0)     918.0
LORILLARD INC      LLV TH          3,275.0   (2,155.0)     918.0
MANNKIND CORP      MNKD US           386.8      (40.7)    (100.3)
MANNKIND CORP      NNF1 GR           386.8      (40.7)    (100.3)
MANNKIND CORP      NNF1 TH           386.8      (40.7)    (100.3)
MARRIOTT INTL-A    MAQ GR          6,847.0   (1,842.0)  (1,186.0)
MARRIOTT INTL-A    MAQ TH          6,847.0   (1,842.0)  (1,186.0)
MARRIOTT INTL-A    MAR US          6,847.0   (1,842.0)  (1,186.0)
MDC COMM-W/I       MDZ/W CN        1,707.3      (86.7)    (256.5)
MDC PARTNERS-A     MDZ/A CN        1,707.3      (86.7)    (256.5)
MDC PARTNERS-A     MD7A GR         1,707.3      (86.7)    (256.5)
MDC PARTNERS-A     MDCA US         1,707.3      (86.7)    (256.5)
MDC PARTNERS-EXC   MDZ/N CN        1,707.3      (86.7)    (256.5)
MERITOR INC        AID1 GR         2,346.0     (576.0)     268.0
MERITOR INC        MTOR US         2,346.0     (576.0)     268.0
MERRIMACK PHARMA   MACK US           188.6      (99.9)      40.9
MERRIMACK PHARMA   MP6 GR            188.6      (99.9)      40.9
MICHAELS COS INC   MIK US          2,030.0   (2,269.0)     409.0
MICHAELS COS INC   MIM GR          2,030.0   (2,269.0)     409.0
MONEYGRAM INTERN   MGI US          4,600.2     (157.2)      87.1
MORGANS HOTEL GR   MHGC US           632.3     (221.3)      89.3
MORGANS HOTEL GR   M1U GR            632.3     (221.3)      89.3
MOXIAN CHINA INC   MOXC US             4.9       (1.2)      (4.0)
MPG OFFICE TRUST   1052394D US     1,280.0     (437.3)       -
NATIONAL CINEMED   XWM GR            993.6     (200.2)      51.8
NATIONAL CINEMED   NCMI US           993.6     (200.2)      51.8
NAVISTAR INTL      IHR GR          7,443.0   (4,618.0)     782.0
NAVISTAR INTL      NAV US          7,443.0   (4,618.0)     782.0
NAVISTAR INTL      IHR TH          7,443.0   (4,618.0)     782.0
NEFF CORP-CL A     NEFF US           612.1     (343.7)      (1.5)
NEW ENG RLTY-LP    NEN US            178.9      (25.9)       -
NORTHWEST BIO      NWBO US            29.4      (31.2)     (41.7)
NORTHWEST BIO      NBYA GR            29.4      (31.2)     (41.7)
OMEROS CORP        3O8 GR             25.3      (26.6)       9.0
OMEROS CORP        OMER US            25.3      (26.6)       9.0
OMTHERA PHARMACE   OMTH US            18.3       (8.5)     (12.0)
PALM INC           PALM US         1,007.2       (6.2)     141.7
PATRIOT NATIONAL   PN US             137.0      (38.7)     (25.7)
PBF LOGISTICS LP   11P GR            360.0      (47.3)      15.6
PBF LOGISTICS LP   PBFX US           360.0      (47.3)      15.6
PHILIP MORRIS IN   PM FP          35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   4I1 TH         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   4I1 GR         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PM1EUR EU      35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PM1CHF EU      35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PM1 TE         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PM US          35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   4I1 QT         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PMI SW         35,401.0   (8,677.0)    (356.0)
PLAYBOY ENTERP-A   PLA/A US          165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US            165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PGEM US         1,304.9      (73.5)     238.9
PLY GEM HOLDINGS   PG6 GR          1,304.9      (73.5)     238.9
PROTALEX INC       PRTX US             0.8      (10.3)      (0.0)
PROTECTION ONE     PONE US           562.9      (61.8)      (7.6)
PROTEON THERAPEU   PRTO US            24.2        9.6       19.3
QUALITY DISTRIBU   QDZ GR            439.6      (30.4)     105.2
QUALITY DISTRIBU   QLTY US           439.6      (30.4)     105.2
QUINTILES TRANSN   Q US            3,106.7     (536.2)     511.8
QUINTILES TRANSN   QTS GR          3,106.7     (536.2)     511.8
RAYONIER ADV       RYQ GR          1,304.7      (63.8)     188.6
RAYONIER ADV       RYAM US         1,304.7      (63.8)     188.6
REGAL ENTERTAI-A   RETA GR         2,553.5     (755.1)       6.5
REGAL ENTERTAI-A   RGC* MM         2,553.5     (755.1)       6.5
REGAL ENTERTAI-A   RGC US          2,553.5     (755.1)       6.5
RENAISSANCE LEA    RLRN US            57.0      (28.2)     (31.4)
RENTPATH INC       PRM US            208.0      (91.7)       3.6
RETROPHIN INC      17R GR            145.9      (10.2)      (3.7)
RETROPHIN INC      RTRX US           145.9      (10.2)      (3.7)
REVLON INC-A       RVL1 GR         1,912.6     (570.6)     300.9
REVLON INC-A       REV US          1,912.6     (570.6)     300.9
RITE AID CORP      RTA GR          7,186.0   (1,792.7)   1,895.3
RITE AID CORP      RAD US          7,186.0   (1,792.7)   1,895.3
RITE AID CORP      RTA TH          7,186.0   (1,792.7)   1,895.3
ROCKWELL MEDICAL   RWM TH             23.9       (5.5)       2.6
ROCKWELL MEDICAL   RWM GR             23.9       (5.5)       2.6
ROCKWELL MEDICAL   RMTI US            23.9       (5.5)       2.6
ROUNDY'S INC       4R1 GR          1,089.7      (66.8)      71.8
ROUNDY'S INC       RNDY US         1,089.7      (66.8)      71.8
RURAL/METRO CORP   RURL US           303.7      (92.1)      72.4
RYERSON HOLDING    7RY GR          2,006.2      (38.2)     749.5
RYERSON HOLDING    RYI US          2,006.2      (38.2)     749.5
SALLY BEAUTY HOL   SBH US          2,030.0     (347.1)     640.6
SALLY BEAUTY HOL   S7V GR          2,030.0     (347.1)     640.6
SBA COMM CORP-A    SBJ TH          7,809.0     (297.6)    (671.8)
SBA COMM CORP-A    SBJ GR          7,809.0     (297.6)    (671.8)
SBA COMM CORP-A    SBAC US         7,809.0     (297.6)    (671.8)
SECOND SIGHT MED   EYES US             9.6      (19.5)       4.4
SECOND SIGHT MED   24P GR              9.6      (19.5)       4.4
SEQUENOM INC       QNMA TH           134.6      (51.9)      36.5
SEQUENOM INC       QNMA GR           134.6      (51.9)      36.5
SEQUENOM INC       SQNM US           134.6      (51.9)      36.5
SILVER SPRING NE   9SI TH            552.9     (139.0)      82.8
SILVER SPRING NE   SSNI US           552.9     (139.0)      82.8
SILVER SPRING NE   9SI GR            552.9     (139.0)      82.8
SIRIUS XM CANADA   XSR CN            336.0      (91.2)    (159.5)
SIRIUS XM CANADA   SIICF US          336.0      (91.2)    (159.5)
SPORTSMAN'S WARE   06S GR            315.7      (35.0)      83.3
SPORTSMAN'S WARE   SPWH US           315.7      (35.0)      83.3
SUPERVALU INC      SVU* MM         5,078.0     (647.0)     277.0
SUPERVALU INC      SJ1 TH          5,078.0     (647.0)     277.0
SUPERVALU INC      SJ1 GR          5,078.0     (647.0)     277.0
SUPERVALU INC      SVU US          5,078.0     (647.0)     277.0
THERAVANCE         HVE GR            553.7     (193.1)     237.4
THERAVANCE         THRX US           553.7     (193.1)     237.4
THRESHOLD PHARMA   THLD US            76.7      (21.0)      49.1
THRESHOLD PHARMA   NZW1 GR            76.7      (21.0)      49.1
TOWN SPORTS INTE   CLUB US           482.6      (53.8)      69.7
TRANSDIGM GROUP    T7D GR          6,913.6   (1,464.7)   1,231.3
TRANSDIGM GROUP    TDG US          6,913.6   (1,464.7)   1,231.3
TRINET GROUP INC   TNETEUR EU      1,393.3      (48.9)      17.3
TRINET GROUP INC   TN3 TH          1,393.3      (48.9)      17.3
TRINET GROUP INC   TN3 GR          1,393.3      (48.9)      17.3
TRINET GROUP INC   TNET US         1,393.3      (48.9)      17.3
UNILIFE CORP       4UL TH             80.7       (2.7)       0.4
UNILIFE CORP       4UL GR             80.7       (2.7)       0.4
UNILIFE CORP       UNIS US            80.7       (2.7)       0.4
UNISYS CORP        UIS US          2,348.7   (1,452.4)     319.6
UNISYS CORP        USY1 TH         2,348.7   (1,452.4)     319.6
UNISYS CORP        UIS1 SW         2,348.7   (1,452.4)     319.6
UNISYS CORP        UISCHF EU       2,348.7   (1,452.4)     319.6
UNISYS CORP        UISEUR EU       2,348.7   (1,452.4)     319.6
UNISYS CORP        USY1 GR         2,348.7   (1,452.4)     319.6
VECTOR GROUP LTD   VGR US          1,643.4       (7.9)     561.5
VECTOR GROUP LTD   VGR GR          1,643.4       (7.9)     561.5
VENOCO INC         VQ US             756.5     (100.0)    (762.9)
VERISIGN INC       VRSN US         2,207.4     (748.8)    (326.3)
VERISIGN INC       VRS GR          2,207.4     (748.8)    (326.3)
VERISIGN INC       VRS TH          2,207.4     (748.8)    (326.3)
VERIZON TELEMATI   HUTC US           110.2     (101.6)    (113.8)
VIRGIN AMERICA I   VA US             876.0     (313.0)      19.0
VIRGIN AMERICA I   2VA1 TH           876.0     (313.0)      19.0
VIRGIN AMERICA I   2VA1 GR           876.0     (313.0)      19.0
VIRGIN MOBILE-A    VM US             307.4     (244.2)    (138.3)
WEIGHT WATCHERS    WW6 GR          1,558.3   (1,357.7)      60.6
WEIGHT WATCHERS    WW6 TH          1,558.3   (1,357.7)      60.6
WEIGHT WATCHERS    WTWEUR EU       1,558.3   (1,357.7)      60.6
WEIGHT WATCHERS    WTW US          1,558.3   (1,357.7)      60.6
WEST CORP          WT2 GR          3,818.1     (659.6)     454.6
WEST CORP          WSTC US         3,818.1     (659.6)     454.6
WESTMORELAND COA   WLB US          1,578.5     (264.3)     101.2
WESTMORELAND COA   WME GR          1,578.5     (264.3)     101.2
WESTMORELAND RES   WMLP US           204.0      (14.2)     (57.7)
WESTMORELAND RES   2OR1 GR           204.0      (14.2)     (57.7)
WORKIVA INC        0WKA GR            82.6      (23.4)     (23.4)
WORKIVA INC        WK US              82.6      (23.4)     (23.4)
XERIUM TECHNOLOG   XRM US            611.2      (51.2)     102.1
XERIUM TECHNOLOG   TXRN GR           611.2      (51.2)     102.1
XOMA CORP          XOMA US            70.9      (18.1)      28.5
XOMA CORP          XOMA TH            70.9      (18.1)      28.5
XOMA CORP          XOMA GR            70.9      (18.1)      28.5
YRC WORLDWIDE IN   YRCW US         2,046.6     (361.2)     195.9
YRC WORLDWIDE IN   YEL1 GR         2,046.6     (361.2)     195.9
YRC WORLDWIDE IN   YEL1 TH         2,046.6     (361.2)     195.9


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***