TCR_Public/150204.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, February 4, 2015, Vol. 19, No. 35

                            Headlines

400 WALNUT: Rift With 4th Walnut Assoc. Stays in Bankr. Court
5454 SOUTH EVERETT: Case Summary & 6 Largest Unsecured Creditors
ADVANCED MICRO: Fitch Affirms 'B-' LT Issuer Default Rating
AIR CANADA: S&P Raises CCR to 'B+'; Outlook Stable
AL-HAFIZ LLC: Voluntary Chapter 11 Case Summary

ALASKA COMMUNICATIONS: S&P Raises Rating on Sr. Sec. Debt to 'BB'
ALTEGRITY INC: Finalizes Terms of Restructuring Support Agreement
ALTEGRITY INC: To File Bankruptcy with Debt-for-Equity Swap
AMARILLO BIOSCIENCES: Completes Reorganization, Exits Chapter 11
AMERICAN AIRLINES: Former Employee's $16.4MM Claim Disallowed

ANNA SANDERS: Court Awards Fees and Costs to Two Talarchyk Firms
ARCH COAL: Moody's Lowers Corporate Family Rating to Caa1
ARCHDIOCESE OF MILWAUKEE: Abuse Victims Oppose $10.3M Settlement
ARVE ENG: Loses Appeal in Suit Over Convenience Store Purchase
ASARCO LLC: Law Professors Stingy on Fees for Professionals

BAYOU SHORES: Judge Says State Can Close Nursing Home
BELLVIEW ENERGY: Case Summary & 9 Largest Unsecured Creditors
BENJAMIN MASON: Parents' Transfer of Biz Constructively Fraudulent
BLOOM LAKE: Has Initial CCAA Protection; FTI Named as Monitor
BRANDYWINE REALTY: Fitch Affirms 'BB+' Issuer Default Rating

BRIGHTER CHOICE: Fitch Cuts NY's $17MM Rev. Bonds Ratings to 'B+'
BUMI INVESTMENT: U.S. Recognizes Singapore Proceedings
C. WONDER: Marotta Gund to Provide Crisis Management Services
C. WONDER: Wins Nod to Reject 21 Dark Store Leases
CACHE INC: Operating Losses Sending Retailer to Chapter 11

CAESARS ENTERTAINMENT: Del. Judge Sends Bankr. Cases to Chicago
CAESARS ENTERTAINMENT: Welcomes Call for Independent Examiner
CAPITOL BANCORP: Denial of Restructuring Fee Claims Affirmed
CHARLES ARNOLD: Court Vacates $15.15MM Judgment for PulseWave
CHINA RECYCLING: Receives NASDAQ Bid Price Deficiency Notice

CHRYSLER LLC: Qui Tam Suit Over Vehicle Warranties Dismissed
CMR MORTGAGE: Court Allows MLG's 4th Fee Application for $194,805
CONNACHER OIL: S&P Lowers CCR to 'D' After Recapitalization Plan
COYOTES HOCKEY: NHL Mostly Fails in Suing Former Owner
CREDIT-BASED ASSET: Court Won't Allow Nelsons to File Late Claims

CROWNROCK LP: Moody's Rates $300MM Senior Notes 'Caa1'
DCP MIDSTREAM: Fitch Cuts Junior Subordinated Rating to 'BB'
DELIAS INC: DLA Piper Approved as Bankruptcy Counsel
DENDREON CORP: Asks Court to Extend Deadline to Remove Suits
DENDREON CORP: Files Schedules of Assets and Liabilities

DISH NETWORK: Auction Win May Negatively Impact Moody's Ba3 CFR
DISH NETWORK: S&P Puts 'BB-' CCR on CreditWatch Negative
ELLIOTT MANUFACTURING: Case Summary & 20 Top Unsecured Creditors
FEDERAL RESOURCES: Meeting of Creditors Set for Feb. 5
FFS DATA: 11th Circ. Splits from 5th on Confirmation Res Judicata

FLINTKOTE COMPANY: Ruling Against Frederick Place Claim Affirmed
FURNITURE BRANDS: "Carter" Shareholder Class Suit Dismissed
GENERAL MOTORS: Compensation Fund Receives 4,180 Claims
GREEN FLEET: Case Summary & 20 Largest Unsecured Creditors
GT ADVANCED: Apple to Build Data Command Center in Mesa, Ariz.

GT ADVANCED: Wants Plan Filing Deadline Moved to June 30
GT ADVANCED: Wants to Have Until May 4 to Decide on Leases
HIGHLAND COMMUNITY: Second Bank Failure in 2015
HIGHWAY TECHNOLOGIES: Wynne Systems to Get $160,000 Admin Claim
HIPCRICKET INC: Proposes Canaccord as Investment Banker

HIPCRICKET INC: Proposes Pachulski as Counsel
HUGH BLACK-ST. MARY: Blomfield & Weaver to Face Value Place Suit
IASIS HEALTHCARE: S-1 Filing No Impact on Moody's 'B2' CFR
IHEARTCOMMUNICATIONS INC: Fitch Affirms 'CCC' IDR
INTERGEN N.V.: S&P Affirms 'B+' CCR & Sr. Debt Rating

IPC CORP: S&P Retains 'B' CCR Over $40MM Loan Upsize
JAMES HARDIE: Moody's Assigns 'Ba2' Corporate Family Rating
JAMES HARDIE: S&P Assigns 'BB-' CCR; Outlook Stable
KALSON MARKETING: In Bankruptcy; Creditors' Meeting on Feb. 11
KIRK-HUGHES: Creditor Loses Appeal Over Claim Priority

LEHMAN BROTHERS: Raises Estimate of Cash for Creditors to $90.6-Bil
LEHMAN BROTHERS: Trustee Gets Approval of Pimco Settlement
LIBERTY TOWERS: US Trustee to Continue Creditors' Meeting Feb. 13
LIFE UNIFORM: Seeks Dismissal of Ch. 11 Case
LLS AMERICA: Trustee Wins C$228,900 Judgment Against Bjarnasons

LLS AMERICA: Trustee Wins C$388,219 Judgment Against Toews
MACKEYSER HOLDINGS: Court Confirms Ch. 11 Liquidating Plan
MANAGED STORAGE: Dist. Judge Reinstates Clawback Suit v. Avnet
MANITOWOC CO: S&P Revises Outlook to Negative & Affirms 'BB-' CCR
MATTESON, IL: Moody's Withdraws B1 GOULT & B3 GOLT Ratings

METAVATION LLC: GM Allowed $13.2MM Claim, But Can't Collect Now
MICHAEL J. 662: Case Summary & 2 Largest Unsecured Creditors
MIDAS INTERMEDIATE: New $100MM Notes No Impact on Moody's B2 CFR
MINERAL PARK: Gets Approval to Sell Mine to Origin for $10-Mil.
MONEY TREE: Innovate Loan Fails to Dismiss Plan Committee's Suit

NEENAH FOUNDRY: Wis. Appeals Court Affirms Order in LIRC Dispute
NETFLIX INC: Moody's Assigns B1 Rating on New Sr. Unsecured Notes
NETFLIX INC: S&P Lowers CCR to 'B+'; Outlook Negative
NEW YORK CITY OPERA: Picks Lower Bid, Sale Hearing Postponed
NII HOLDINGS: Wants NIU Ch. 11 Case Jointly Administered

NISKA GAS: Moody's Lowers Corporate Family Rating to Caa1
NISKA GAS: S&P Lowers Rating to 'B-'; Outlook Negative
NRG ENERGY: Moody's Affirms Ba3 CFR & B1 Unsecured Notes Rating
OAK KNOLL: Court Rejects Harris' Bid for Sale Commission
ONE FOR THE MONEY: Section 341(a) Meeting Set for Feb. 26

PACKAGING DYNAMICS: S&P Affirms 'B' CCR & Revises Outlook
PARADISE FARMS: Ga. Court Throws Out Harrell Appeal
PLC CAPITAL: Fitch Raises 2034 Stock Rating From 'BB+'
PRESIDIO HOLDINGS: Moody's Assigns Caa1 Rating on $150MM Notes
PRESIDIO INC: S&P Retains 'B' CCR After Changes to LBO Financing

PRINCETON OFFICE: Plymouth Loses District Court Appeal
PROSPECT PARK: Seeks April 6 Extension of Solicitation Period
PROVINCE GRANDE: $300,000 PEM Contribution Is Equity Infusion
RADIOSHACK CORP: NYSE Moves to Delist Company
RED ROCK: District Court Affirms $934K Award in Suit vs. Suffolk

ROBIN GRATHWOL: North Carolina Judge Won't Revive 3 Lawsuits
ROUNDY'S SUPERMARKETS: Moody's Cuts Corporate Family Rating to B3
SABINE OIL: S&P Raises CCR to 'B' & Removes From Watch Positive
SARATOGA RESOURCES: Enters Into Forbearance Agreement with Lenders
SEARS METHODIST: Four Homes Sold to Evergreen for $79.1 Million

SERVICEMASTER COMPANY: Moody's Hikes Corp. Family Rating to B2
SK HOLDCO: S&P Retains 'B+' Rating Over $100MM Notes Add-On
SLC INN: Wins Confirmation of Bankruptcy Exit Plan
SOLYNDRA LLC: June 25 Discovery Cut-Off in Suit v. Suntech et al.
SONDE RESOURCES: Files for Bankruptcy; Appoints FTI as Trustee

STATE FISH: Court Issues Joint Administration Order
SUNTECH POWER: June 25 Discovery Cut-Off in Solyndra Suit
SWEPORTS LTD: Ill. Court Throws Out Suit Against Appraisal Firm
TARGUS GROUP: Moody's Lowers Corporate Family Rating to Caa2
TKS LEASING: Case Summary & 4 Largest Unsecured Creditors

TRUMP ENTERTAINMENT: Icahn Responds to Picketing Taj Mahal Workers
TS EMPLOYMENT: Enter Ch. 11 Amid $100M Debt to IRS
TS EMPLOYMENT: Realization Services' Kasoff to Serve as CRO
USA BABY: Labor Dept. Wins Summary Judgment in ERISA Suit
VERESEN MIDSTREAM: Moody's Assigns Ba3 Corporate Family Rating

VESTCOM INT'L: Foxfire Deal No Impact on Moody's B2 CFR
WESTERN REFINING: Moody's Assigns B3 Rating on $300MM Sr. Notes
WESTERN REFINING: S&P Assigns 'B' CCR & Rates $300MM Sr. Notes 'B'
WHITEHALL AVENUE: Ramada Worldwide Guaranty Suit Goes to Trial
WPCS INTERNATIONAL: Settles New York Lawsuit for $1.2 Million

[*] Activist Insight, Schulte Roth Release Investing Annual Review
[*] S&P Inks $1.37-Bil. Settlement with Prosecutors
[*] The Deal Announces Results of Q4 2014 Bankruptcy League Tables
[*] U.S. Bankruptcy Judge Donald H. Steckroth to Join Cole Schotz

                            *********

400 WALNUT: Rift With 4th Walnut Assoc. Stays in Bankr. Court
-------------------------------------------------------------
The U.S. District Court for the Eastern District of Pennsylvania
declined to hear an adversary proceeding filed by debtor 400 Walnut
Associates, L.P., et al., against 4th Walnut Associates, L.P., et
al., over its collapse.  District Judge Gerald Austin McHugh denied
the motion of defendants 4th Walnut, Ivy Realty LII, LLC, and Ivy
Realty Services, LLC for withdrawal of the bankruptcy reference in
the adversary proceeding pursuant to 28 U.S.C. Sec. 157(d) and Rule
5011(a) of the Federal Rules of Bankruptcy Procedure, saying the
Bankruptcy Court should continue to hear the case.

"Having reviewed the extensive history of core and non-core
proceedings adjudicated by Bankruptcy Judge Stephen Raslavich and
upon consideration of the relevant factors recognized in this
Circuit, I conclude that Defendants have not met their burden for
establishing cause to withdraw the underlying bankruptcy
proceedings to district court. Accordingly, I will deny the
Motion," Judge McHugh said.

400 Walnut sought Chapter 11 protection in 2010.  Its main asset
involved was a building located at 4th and Walnut Street in
Philadelphia.

4th Walnut filed a proof of claim against the Debtor's bankruptcy
estate on October 15, 2010.  Judge Raslavich has presided over this
case since its inception in Bankruptcy Court, including
administering Debtor's bankruptcy case, confirming its Chapter 11
Plan, and issuing five substantive written opinions from 2011 to
2014.  

The parties agree that the adversary proceeding is still in its
early stages of litigation, as discovery has yet to be completed.
The Debtor maintains that considerable pretrial work will need to
be undertaken, which the Bankruptcy Court "is more than capable of
overseeing."

The Debtor and John Turchi as Plaintiffs, seek more than $6.8
million from 4th Walnut and Ivy Services as defendants, and
Sovereign Bank, 4th Walnut's predecessor-in-interest.  The
Plaintiffs allege that the Defendants and Sovereign engaged in
tortious conduct and repudiated a forbearance agreement that was
reached between the Debtor and Sovereign on January 29, 2010.  The
Plaintiffs further claim that Sovereign "fraudulently induced
Plaintiffs to enter into the Forbearance Agreement, in reliance
upon which Plaintiffs performed for more than five months,
materially changing their business operations and banking
relationships, and delaying filing for bankruptcy for the Bank's
benefit."

The adversary proceeding commenced in late 2010.  The Debtor
originally filed an eight count complaint, which was largely
dismissed by the Bankruptcy Court for failure to state a claim.
However, the Bankruptcy Court later sanctioned Sovereign for
discovery misconduct, as it wrongfully withheld key documents in
response to the Debtor's subpoenas, which were belatedly produced
via Court Order.

The Plaintiffs filed an Amended Complaint against the Defendants
and Sovereign, asserting eight causes of action, predominantly
consisting of state law claims, including breach of contract,
conspiracy, tortious interference with contractual relations,
fraudulent and negligent misrepresentation, aiding and abetting
fraud, as well as an objection to the 4th Walnut Claim in the
bankruptcy case.  The Defendants and Sovereign initially responded
to the Amended Complaint by filing motions to dismiss in Bankruptcy
Court.  On March 12, 2014, Judge Raslavich denied both motions in a
comprehensive opinion.  The Defendants have not demanded a jury
trial.

A copy of the District Court's January 28, 2015 Memorandum is
available at http://is.gd/oT2Lsjfrom Leagle.com.

400 Walnut Associates, L.P., are represented by:

     Steven M. Coren, Esq.
     David M. Devito, Esq.
     KAUFMAN COREN & RESS PC
     Two Commerce Square, Suite 3900
     2001 Market Street
     Philadelphia, PA 19103
     Tel: 215 735 8700
     Fax: 215 735 5170
     E-mail: scoren@kcr-law.com
             ddevito@kcr-law.com

4th Walnut Associates, L.P., et al. are represented by:

     A. Grant Phelan, Esq.
     Rona J. Rosen, Esq.
     KLEHR HARRISON HARVEY BRANZBURG & ELLERS, LLP
     1835 Market Street - Suite 1400
     Philadelphia, PA 19103
     Tel: 215-569-4145
     Fax: 215-568-6603
     E-mail: gphelan@klehr.com
             rrosen@klehr.com

                         About 400 Walnut

400 Walnut Associates, L.P., owns the Green Tree Apartment
Building, a 67-unit luxury apartment building with one commercial
unit located on a 0.23-acre site at 400-414 Walnut Street,
Philadelphia.

400 Walnut filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Pa. Case No. 10-16094) on July 23, 2010.  Aris J. Karalis, Esq.,
and Robert W. Seitzer, Esq., at Maschmeyer Karalis P.C., represent
the Debtor.  In its schedules, the Debtor disclosed $3,971,481 in
assets and $17,530,958 in liabilities.

Affiliates 23S23 Construction, Inc. (Bankr. E.D. Pa. Case No.
09-12652) and Carriage House Condominiums, LP (Case No. 09-12647)
filed separate Chapter 11 petitions in April 2009.


5454 SOUTH EVERETT: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 5454 South Everett L.L.C
        5454 South Everett
        Chicago, Il 60615

Case No.: 15-03376

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 2, 2015

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Jack B. Schmetterer

Debtor's Counsel: William L Needler, Esq.
                  WILLIAM L. NEEDLER AND ASSOCIATES
                  555 Skokie Blvd Ste 500
                  Northbrook, IL 60062
                  Tel: 847 559-8330
                  Fax: 847 559-8331
                  Email: williamlneedler@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Daniel Crisan, manager.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb15-03376.pdf


ADVANCED MICRO: Fitch Affirms 'B-' LT Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) for Advanced Micro Devices Inc. (NYSE: AMD) at 'B-'. The
Rating Outlook is Stable.

Fitch's actions affect approximately $2.6 billion of total debt,
including the undrawn portion of the company's revolving credit
facility (RCF). A full list of ratings follows the end of this
commentary.

The ratings and Outlook reflect Fitch's expectations that despite
intermediate-term product momentum and the company's ongoing
business transformation, revenue visibility remains limited and
annual free cash flow (FCF) generation will be volatile. However,
AMD's recent refinancing and restructuring provides headroom for
modest operational shortfalls.

Fitch believes AMD will benefit from improving economic conditions
and a stabilizing overall PC market, although Intel's latest
offerings will continue to dominate the premium and ultra-mobile
categories.

In the near term, Fitch expects AMD will face low double-digit
revenue decline, driven by weaker GPU sales through its
Add-in-Board channel. Over the intermediate-to-long term, Fitch
believes new product launches, particularly in the emerging
ARM-based semiconductor market, will support low- to
mid-single-digit revenue growth.

Over the intermediate term, Fitch expects operating EBITDA margins
will remain in the high single-digit range, benefitting from lower
fixed costs and the resumption of low single-digit growth following
an initial decline in 2015. Fitch believes longer-term
profitability will remain volatile, but incremental restructuring
is likely should the company's business transformation lag
targets.

AMD's recent restructuring efforts have pared down over $200
million in quarterly operating expenses. With restructuring largely
complete, Fitch expects further margin appreciation would be
predicated on improving revenue growth and positive operating
leverage.

Fitch expects mostly flat FCF in 2015 after making a $212 million
payment to GLOBALFOUNDRIES (GF) in the first quarter of 2015 for
its take-or-pay wafer supply agreement (WSA). Fitch believes AMD's
FCF will remain lumpy through the intermediate term, due to revenue
volatility and ongoing payments related to the WSA with GF.

Fitch projects AMD will exit 2015 with cash just above its $1
billion target level. Fitch believes AMD may likely use excess cash
above its target $1 billion level for tuck-in acquisitions to
accelerate its penetration into target markets. AMD lowered its
minimum cash requirement to $600 million from $700 million in 2013,
due to the company's expectations for enhanced revenue visibility.

Credit protection measures should remain volatile with leverage
(total debt-to-operating EBITDA) and interest coverage (operating
EBITDA-to-gross interest expense) ranging from low- to
mid-single-digits over the next few years. Fitch estimates leverage
and interest coverage were 5.1x and 2.5x for the latest 12 months
(LTM) ended Dec. 27, 2014, respectively, versus 5.0x and 2.3x for
the comparable prior year period.

RATINGS SENSITIVITIES

Negative rating actions could result from:

-- Substantial FCF usage, resulting in cash balances declining
   toward the $600 million minimum level. Fitch believes this
   could be due to greater than expected average selling price
   (ASP) erosion for graphics APUs or stalled traction in
   semi-custom servers and non-legacy PC businesses.

-- Fitch's expectations for EBITDA margins declining to near or
   below 7% on a sustained basis, driven by increased competition
   in new and traditional markets, and leading to fewer design
   wins and forced price cuts.

Fitch believes incremental positive rating actions could result
from enhanced revenue visibility and expectations for consistent
FCF through the cycle, both the result of AMD's successful business
transformation. Fitch believes a shift in AMD's business mix toward
50% or more in new market exposure while maintaining stability (or
achieving growth) in the company's legacy markets would be a credit
positive. In addition, Fitch believes an upgrade would be
predicated on:

-- Expectations for total leverage to remain near or below 4.5x;

-- Fitch's expectations for sustained operating EBITDA margins
   above 10%, likely as a result of increased penetration into
   new markets.

RATINGS DRIVERS:

Ratings are supported by AMD's:

-- Role as a credible alternative volume chip supplier for PCs,
   a large albeit shrinking market, particularly for consumer PCs;


-- Significant intellectual property (IP) for APUs and GPUs, which

   underpin AMD's business transformation;

-- Outsourced manufacturing model, relieving the company from
   significant investments in leading edge manufacturing
   capabilities and strengthening FCF.

Ratings concerns include AMD's:

-- Lack of revenue visibility, which should improve if the
   company's business transformation is successful;

-- Challenges for foundry partners to keep pace with Intel's
   leading edge manufacturing capabilities, potentially resulting
   in structural cost and performance disadvantages for future
   products;

-- Volatile profitability and FCF, due to mostly short technology
   and product cycles and Intel-driven pricing pressures;

-- Significantly less financial flexibility than that of key
   competitors, including Intel, NVIDIA and Qualcomm.

Fitch believes liquidity was sufficient as of Dec. 27, 2014, and
consisted of:

-- $805 million of cash and cash equivalents, around 90% of
    which was located in the U.S.;

-- $235 million of marketable securities;

-- A $500 million senior secured RCF due 2018, of which $370
    million was available at Dec. 27, 2014.

Total debt was $2.2 billion at Dec. 27, 2014 and consisted
primarily of:

-- $130 million outstanding on a $500 million senior secured RCF
    due 2018;
-- $42 million of 6% senior unsecured convertible notes due 2015;
-- $600 million of 6.75% senior notes due 2019;
-- $450 million of 7.75% senior unsecured notes due 2020;
-- $475 million of 7.5% senior unsecured notes due 2022; and
-- $500 million of private placement senior notes due 2024.

AMD's Recovery Ratings (RRs) reflect Fitch's belief that the
company would be reorganized as a going concern rather than
liquidated in a bankruptcy scenario. To arrive at a going concern
value, Fitch believes AMD would: i) reorganize businesses serving
target markets (Enterprise, Embedded, and Semi-Custom, graphics
chips, and APUs), and ii) wind down the legacy PC business.

To reorganize the business, Fitch starts with a $306 million
post-restructuring operating EBITDA and applies a 4x multiple to
arrive at a going concern value of $1.22 billion. Fitch assumes
value for the legacy-PC business is de minimis, given expectations
that AMD would contribute key IP to the graphics business.

Fitch believes the AMD's post-reorganization RCF would be roughly
half of current levels, given Fitch's expectations that a
reorganized AMD would be meaningfully smaller in size. The $250
million senior secured RCF would then recover 100%, resulting in an
'RR1' rating. Fitch estimates the approximately $2.1 billion of
unsecured claims recover approximately 41%, resulting in recovery
ratings of 'RR4'.

Fitch affirmed AMD's ratings as follows:

-- Long-term IDR at 'B-';
-- Senior secured RCF at 'BB-/RR1';
-- Senior unsecured debt at 'B-/RR4'.



AIR CANADA: S&P Raises CCR to 'B+'; Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Montreal-based Air Canada to 'B+' from
'B'.  The outlook is stable.

"We base the upgrade on our expectation of continued improvement in
Air Canada's credit measures, despite heavy capital expenditures,"
said Standard & Poor's credit analyst Jamie Koutsoukis.

At the same time, Standard & Poor's raised its ratings on the
company's first-lien secured debt to 'BB' from 'BB-', as well as
its rating on the company's unsecured debt to 'B' from 'B-'.  The
recovery ratings on the first-lien secured debt are unchanged at
'1' and on the unsecured debt are unchanged at '5'

The recovery rating on the company's second-lien bonds has been
revised to a '1' from a '5' largely based on increased valuations
of the Air Canada routes to Japan, Korea, and China, and pledged
airport slots.  As a result, S&P raised its issue-level rating on
the second-lien bonds to 'BB' from 'B-'.

The ratings on the series 2013-1 class B enhanced equipment trust
certificates (EETCs) have also been raised by one notch to 'BBB-'
from 'BB+' and on the series 2012-1 class C EETCs to 'BB-' from
'B+'.

Finally, Standard & Poor's affirmed its 'A' issue-level rating on
the series 2013-1 class A EETC as per S&P's criteria as its rating
on the liquidity provider constrains its rating on the
certificates.

Air Canada reported strong earnings in the first three quarters of
2014, and S&P expects this trend will continue in 2015.  The
company is benefiting from generally positive revenue conditions in
the North American airline industry, as well as execution of its
cost-cutting initiatives.

Air Canada is Canada's largest domestic and international
full-service airline.  The company is also the 15th largest
commercial airline in the world, serving more than 35 million
customers annually.  As of Sept. 30, 2014, Air Canada operated a
mainline fleet of 171 aircraft. In addition, it has capacity
purchase agreements with regional airlines that operate under Air
Canada Express, and in 2013 it launched Air Canada Rouge, a leisure
carrier and a wholly owned subsidiary of Air Canada.

The stable outlook reflects S&P's expectation that, although Air
Canada will likely increase debt in 2015 as it finances it new
aircraft purchases, it will continue to benefit from cost cutting
and the airline industry's generally favorable revenue environment,
and that its credit ratios will remain in the aggressive risk
financial profile, namely funds from operations (FFO) to debt to
remain above 12%.

S&P could lower the ratings if the company's operating performance
deteriorates, resulting in FFO to debt falling to near or below
12%.  This could result from weaker demand, or an increase in
operating costs that reduce profitability.

Although S&P considers an upgrade unlikely in the near term, it
could raise the ratings if debt reduction and rising cash flow
result in FFO to debt exceeding 25% and free operating cash flow to
debt exceeding 10%, and S&P believes the ratios will remain at
those levels.  Alternatively, S&P could raise the rating if it
reassess its view of Air Canada's business risk profile, based on
consistent and improved margins, to "fair" from the current "weak"
assessment.



AL-HAFIZ LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Al-Hafiz, LLC
        4640 Nutmeg
        Ypsilanti, MI 48197

Case No.: 15-41324

Chapter 11 Petition Date: February 2, 2015

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Phillip J Shefferly

Debtor's Counsel: David I. Goldstein, Esq.
                  WASHTENAW LEGAL CENTER, PC
                  4930 Washtenaw
                  Ann Arbor, MI 48108
                  Tel: 734-528-9886
                  Fax: 734-528-9887
                  Email: dstinger2684@sbcglobal.net

Total Assets: $2 million

Total Liabilities: $164,054

The petition was signed by Sadia Zafar, manager.

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


ALASKA COMMUNICATIONS: S&P Raises Rating on Sr. Sec. Debt to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating on
Anchorage, Alaska-based integrated communications services provider
Alaska Communications Systems Group Inc.'s (ACS) senior secured
debt (issued by Alaska Communications Systems Holdings Inc.) to
'BB' from 'BB-' and revised the recovery rating on this debt to '1'
from '2'.  The '1' recovery rating indicates S&P's expectation for
very high (90% to 100%) recovery for secured lenders in the event
of payment default.  S&P expects the company will use net proceeds
from the divestiture of its remaining one-third interest in Alaska
Wireless Network LLC (AWN) to repay existing secured debt.

S&P's 'B+' corporate credit rating and stable outlook on ACS remain
unchanged.

As a result of the transaction, S&P estimates that adjusted pro
forma 2015 leverage will be in the low-4x area, somewhat lower than
S&P's base-case forecast of about 5x.  Despite the reduction in
leverage, S&P is not changing its "aggressive" financial risk
profile assessment, especially since it expects substantially lower
levels of free operating cash flow over the next two years, partly
due to the elimination of the company's preferred distribution it
would receive from the joint venture.

RATINGS LIST

Alaska Communications Systems Group Inc.
Corporate Credit Rating                 B+/Stable/--

Upgraded; Recovery Rating Revised
                                         To      From
Alaska Communications Systems Holdings Inc.
Senior Secured                          BB      BB-
  Recovery Rating                        1       2



ALTEGRITY INC: Finalizes Terms of Restructuring Support Agreement
-----------------------------------------------------------------
Altegrity, Inc. on Feb. 3 disclosed that, after weeks of
constructive discussions with its secured lenders, the Company has
finalized the terms of a restructuring support agreement ("RSA")
with holders of more than $1.3 billion of secured debt, consisting
of over 70 percent of the Company's first lien secured debt and
approximately 95 percent of the Company's second and third lien
secured debt.  Implementation of the transactions described in the
RSA will significantly deleverage the Company's balance sheet and
improve its capital structure.

As part of the restructuring described in the RSA, the Company's
second and third lien noteholders will convert their debt into
equity, becoming the new majority owners of Altegrity, while the
Company's first lien debt will be amended to facilitate the
restructuring and otherwise remain in place.  Certain second and
third lien noteholders, including funds managed by Third Avenue
Management, Litespeed Management LLC and Mudrick Capital Management
LP, have also committed substantial new capital to fund the
Company's operations and support the business throughout the
restructuring process.  In addition, the Company recently
consummated sales of its Factual Data business, which provides
mortgage and verification services, and the Global Security and
Solutions division of USIS.  The majority of the proceeds from
these sales will be offered to pay down existing first lien debt at
the conclusion of the restructuring. The planned financial
restructuring, combined with proceeds from the recent asset sales,
are expected to reduce the Company's debt by approximately $700
million, or 40 percent.

"[Tues]day's announcement is the culmination of extensive
discussions between Altegrity and our secured lenders to reach an
agreement that will provide an expedited path to significantly
enhance the Company's balance sheet and improve its financial
flexibility," said Jeffrey Campbell, Altegrity's President and
Chief Financial Officer.  "After the unanticipated decision by the
U.S. Government in September 2014 to end two substantial contracts
of the USIS business, the Company reevaluated its capital structure
and determined that a comprehensive financial restructuring is in
the best interests of all stakeholders.  We believe the planned
financial restructuring, in conjunction with proceeds from our
recent divestitures, will strengthen the Company's financial
foundation and facilitate the growth and success of our HireRight
and Kroll business segments for the benefit of our valued clients,
employees and investors."

Mr. Campbell concluded, "We want to thank our lender groups for
their cooperation throughout this process -- their decision to
contribute new capital underscores their confidence in the future
of HireRight and Kroll.  We will continue to operate our businesses
as usual and ensure that our clients receive the same outstanding
service they have come to expect from HireRight and Kroll.  We are
focused on moving forward as a stronger company with a sustainable
capital structure."

In order to implement the pre-negotiated restructuring, as part of
the RSA, the Company expects to voluntarily file for reorganization
under Chapter 11 of the United States Bankruptcy Code.  Altegrity's
operations at HireRight and Kroll will continue without
interruption throughout the process.

Debevoise & Plimpton LLP is serving as the Company's legal advisor,
AlixPartners LLP is serving as its restructuring advisor and
Evercore LLC is serving as its financial advisor.

Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Houlihan Lokey
are advising the ad hoc committee of unaffiliated holders of the
Company's second and third lien debt.  Kirkland & Ellis LLP and
Moelis & Company LLC are advising the ad hoc committee of
unaffiliated holders of the Company's first lien debt.

                     About Altegrity Inc.

Altegrity provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and software
for data management; and investigative, analytic, consulting, due
diligence, and security services. Altegrity is principally owned by
investment funds affiliated with Providence Equity Partners. Annual
revenues are approximately $1.5 billion.

                         *     *     *

The Troubled Company Reporter, on Sept. 23, 2014, reported that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Falls Church, Va.-based Altegrity Inc. to 'CCC-' from
'CCC+'.  At the same time, S&P lowered its rating on the senior
secured asset-backed revolver (ABL) and first-lien debt to 'CCC'
from 'B-'.  The recovery ratings on the ABL and first-lien debt are
'2', indicating that lenders could expect substantial (70% to 90%)
recovery in the event of a payment default.

On Sept. 16, 2014, the TCR reported that Moody's Investors Service
downgraded Altegrity's corporate family rating (CFR) to Caa3, from
Caa2, its probability of default rating to Caa3-PD, from Caa2-PD,
and changed the outlook for Altegrity's ratings to negative, from
stable.


ALTEGRITY INC: To File Bankruptcy with Debt-for-Equity Swap
-----------------------------------------------------------
Sara Randazzo, writing for Daily Bankruptcy Review, reported that
Altegrity Inc. expects to file for Chapter 11 bankruptcy after
reaching the terms of a restructuring agreement with bondholders
owed $1.3 billion.  According to the report, the company, which
gained attention after vetting former National Security Agency
contractor Edward Snowden, said it finalized an agreement with
holders of more than 70% of its senior bonds and approximately 95%
of its junior bonds.

                     About Altegrity Inc.

Altegrity provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and
software for data management; and investigative, analytic,
consulting, due diligence, and security services. Altegrity is
principally owned by investment funds affiliated with Providence
Equity Partners. Annual revenues are approximately $1.5 billion.

                         *     *     *

The Troubled Company Reporter, on Sept. 23, 2014, reported that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Falls Church, Va.-based Altegrity Inc. to 'CCC-' from
'CCC+'.  At the same time, S&P lowered its rating on the senior
secured asset-backed revolver (ABL) and first-lien debt to 'CCC'
from 'B-'.  The recovery ratings on the ABL and first-lien debt
are '2', indicating that lenders could expect substantial (70% to
90%) recovery in the event of a payment default.

On Sept. 16, 2014, the TCR reported that Moody's Investors Service
downgraded Altegrity's corporate family rating (CFR) to Caa3, from
Caa2, its probability of default rating to Caa3-PD, from Caa2-PD,
and changed the outlook for Altegrity's ratings to negative, from
stable.


AMARILLO BIOSCIENCES: Completes Reorganization, Exits Chapter 11
----------------------------------------------------------------
Amarillo Biosciences, Inc. on Feb. 2 disclosed that the Company has
completely reorganized and emerged from the voluntary Chapter 11
Bankruptcy declared fifteen months ago.  The Order and Final Decree
closing the case was signed by Judge Robert L. Jones of the
Northern District of Texas, on Jan. 23, 2015.

The reorganization process was led by Company Chairman, CEO, and
President, Dr. Stephen T. Chen.  The reorganization virtually
eliminated the company's previous debt of $4.787 million and
provided a number of valuable assets, including a solid portfolio
of intellectual property (patents, a trademark, and a pending
patent), a library of almost thirty years of scientific and
clinical data on the application and use of low dose oral
interferon, and a Net Operating Loss carry forward of approximately
$18 million.

Dr. Chen stated that the mission of the newly reorganized ABI is to
become an integrated healthcare enterprise of global distinction
committed to amassing a cadre of innovative and state-of-the-art
technologies, products, and services in the biotechnology,
pharmaceutical, medical, and life sciences fields. Additionally,
ABI will remain a public reporting company committed to leveraging
its core technology, low dose of oral interferon, and capitalizing
on thirty years of proprietary knowledge to build long-term
associations with licensing partners.

Dr. Chen also explained that the Company's operating strategy is to
create a world-wide network of strategic alliances capitalizing on
advanced and emerging technologies in order to: a) engineer a
diversified enterprise having a major impact on every aspect of the
healthcare and life sciences industries; and b) assemble an
exhaustive pipeline of technologically-advanced, cutting edge
products and services with which to capture the American and Asian
markets.

                  About Amarillo Biosciences

Amarillo Biosciences, Inc., a developer of biologics for the
treatment of human and animal diseases, filed for Chapter 11
protection (Bankr. N.D. Tex. Case No. 13-20393) on Oct. 31, 2013.
Amarillo disclosed assets of $132,000 against $4.8 million in
liabilities as of the bankruptcy filing.  It is represented by
Roger S. Cox, Esq., at Underwood Law Firm.


AMERICAN AIRLINES: Former Employee's $16.4MM Claim Disallowed
-------------------------------------------------------------
Bankruptcy Judge Sean H. Lane sustained the objection of
reorganized AMR Corporation to the proof of claim filed by Stephen
C. Davidson, a former employee of American Airline.  Mr. Davidson
filed a claim for $16,466,000 in damages arising out of his
employment. The Debtors argue that Mr. Davidson's proof of claim is
barred by res judicata.  The Court said Mr. Davidson's claims are
disallowed and expunged.  A copy of Judge Lane's January 28, 2015
Memorandum Decision and Order is available at http://bit.ly/1HQjsrh
from Leagle.com.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements.  AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.

                          *     *     *

The Troubled Company Reporter, on Sep. 2, 2014, reported that
Standard & Poor's Ratings Services revised its rating outlooks on
American Airlines Group Inc. (AAG) and its subsidiaries American
Airlines Inc. and US Airways Inc. to positive from stable.  At the
same time, S&P affirmed its ratings on the companies, including
the 'B' corporate credit ratings.

The TCR, on Sept. 22, 2014, reported that Standard & Poor's
Ratings Services assigned its 'A (sf)' issue rating to American
Airlines Inc.'s series 2014-1 class A pass-through certificates,
which have an expected maturity of Oct. 1, 2026.  At the same
time, S&P assigned its 'BBB- (sf)' issue rating to the company's
series 2014-1 class B pass-through certificates, which have an
expected maturity of Oct. 1, 2022.  The final legal maturity dates
will be 18 months after the expected maturity dates. American
Airlines is issuing the certificates under a Rule 415 shelf
registration.

The TCR, on the same day, reported that Moody's Investors Service
assigned a B3 (LGD5) rating to the $500 million of new five year
unsecured notes that American Airlines Group Inc. ("AAG") offered
for sale earlier. Its subsidiaries, American Airlines, Inc.
("AA"), US Airways Group, Inc. and US Airways, Inc. will guarantee
AAG's payment obligations under the indenture on a joint and
several basis. Moody's Corporate Family rating of AAG is B1 with a
stable outlook.

The TCR also reported that Fitch Ratings has assigned a rating of
'B+/RR4' to the $500 million unsecured notes to be issued by
American Airlines Group Inc. The Issuer Default Ratings (IDR) for
American Airlines Group Inc., American Airlines, Inc., US Airways
Group, Inc., and US Airways, Inc. remain unchanged at 'B+' with a
Stable Outlook.

The TCR, on Oct. 16, 2014, reported that Moody's upgraded its
ratings assigned to the Series 2001-1 Enhanced Equipment Trust
Certificate ("2001 EETCs") of American Airlines, Inc.: A-tranche
to B2 from Caa1, B-tranche to Caa3 from Ca and C-tranche to Caa3
from Ca. Moody's also affirmed all of its other ratings assigned
to American Airlines Group Inc. ("AAG"), including the B1
Corporate Family and B1-PD Probability of Default ratings, and of
American Airlines, Inc. ("AA") and US Airways Group, Inc. and its
subsidiaries, US Airways, Inc. and America West Airlines, Inc. The
outlook is stable and the Speculative Grade Liquidity Rating of
SGL-1 is unchanged. American Airlines Group Inc. guarantees
American Airlines obligations of the 2001 EETCs.


ANNA SANDERS: Court Awards Fees and Costs to Two Talarchyk Firms
----------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida awarded fees and costs to two firms in the
dismissed bankruptcy case of Anna Marie Sanders:

   (a) Talarchyk Merrill, LLC -- $4,877 in fees and $440 in
       costs; and

   (b) Talarchyk Newburgh, LLC -- $7,520 in fees.

Tina M. Talarchyk, Talarchyk Merrill, LLC, Talarchyk Newburgh, LLC,
and The Talarchyk Firm are each directed to file and serve a
complete accounting of all deposits into, and all disbursements
from, the Talarchyk Merrill trust account and any subsequent trust
account(s), including those of Talarchyk Newburgh and The Talarchyk
Firm, which relate in any way to the Debtor or the Debtor's Chapter
11 case.

A full-text copy of the December 8, 2014 Order is available at
http://bit.ly/1tHVMPAfrom Leagle.com.

Anna Sanders filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Fla. Case No. 13-11065) on January 17, 2013.  In the petition, the
Debtor listed $4.5 million in debt and $1.5 million in assets.
Subsequently, the Debtor's Plan went nowhere, the assets were sold,
and the case was dismissed.


ARCH COAL: Moody's Lowers Corporate Family Rating to Caa1
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of Arch Coal,
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
Caa1 from B3, and the senior secured credit facility rating to B2
from B1. At the same time, Moody's lowered the Speculative Grade
Liquidity (SGL) rating to SGL-3 from SGL-2. The outlook is
negative.

Downgrades:

Issuer: Arch Coal, 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 (Local Currency), Downgraded to Caa1 from
B3

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

Senior Secured Regular Bond/Debenture (Local Currency), Downgraded
to Caa1 from B3

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

Outlook Actions:

Issuer: Arch Coal, Inc.

Outlook, Remains Negative

Ratings Rationale

The downgrade reflects the weak debt protection metrics and high
leverage (23x 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.

At the same time, the thermal coal business is challenged by weak
natural gas prices and the implementation of Federal Mercury and
Air Toxic Standards (MATS) during the next 12 months. Henry Hub
natural gas prices were below $3.00 per million British thermal
units (MMBtu) as recently as January and, absent a rapid recovery,
will likely drive some coal-to-gas switching in the next several
months.

The change to a SGL-3 rating reflects expectations for the company
to continue to be cash consumptive. As of September 30, 2014,
Arch's liquidity position predominantly consisted of just over $1
billion in cash and short-term investments. The company has no
meaningful maturities of debt until 2018, and they have suspended
or eliminated most financial maintenance covenants that pertain
only to their $250 million revolver until June of 2015, when a
relaxed, senior secured leverage ratio covenant becomes effective.
Until then, only a minimum liquidity covenant of $550 million
remains in place. The revolver expires in June 2016.

Arch's Caa1 CFR reflects its geographic and operating diversity,
low level of legacy liabilities, extensive high quality and
low-cost reserves, and access to multiple transportation options.
Factors that constrain the rating also include cost inflation,
regulatory pressures on coal and the inherent geological and
operating risk associated with mining.

The negative outlook reflects Moody's expectation that market
conditions, particularly for met coal, will remain depressed into
2016 and that Arch'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.

The principal methodology used in these ratings was 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.



ARCHDIOCESE OF MILWAUKEE: Abuse Victims Oppose $10.3M Settlement
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that the official creditors' committee representing sexual-abuse
claimants object to the $10.3 million settlement inked by the
Archdiocese of Milwaukee and its insurers.

As previously reported by The Troubled Company Reporter, the
insurance carriers have agreed to turn over $10.3 million to help
the Archdiocese, which is at the center of the longest running and
most contentious diocesan bankruptcy to date, settle allegations of
clergy sexual abuse.  The settlement, if approved by a bankruptcy
judge, could more than double the compensation available to
individuals who claim they were sexually abused by the
archdiocese's priests.

According to the Bloomberg report, the abuse victims' lawyers said
the bankruptcy court has no power to override Wisconsin state law
that prohibits blocking so-called direct action suits where an
injured person has the right to sue the insurance company even if
the perpetrator is off the hook.  The committee argued that the
federal McCarran-Ferguson Act grants "reverse pre-emption" allowing
a state statute to override federal law like the Bankruptcy Code,
the report related.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and was
elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX.  The
region served by the Archdiocese consists of 4,758 square miles in
southeast Wisconsin which includes counties Dodge, Fond du Lac,
Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-
20059) on Jan. 4, 2011, to address claims over sexual abuse by
priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.


ARVE ENG: Loses Appeal in Suit Over Convenience Store Purchase
--------------------------------------------------------------
Chief District Judge James C. Dever, III, of the Eastern District
of North Carolina affirms a bankruptcy court's summary judgment
ruling in the lawsuit commenced by debtor Arve Angell Eng against
Jody Tingen and Prime Properties of Greenville, Inc. d/b/a
Prudential Prime Properties.

Eng contends that the bankruptcy court erred in granting summary
judgment to Tingen and Prime Properties, and that the bankruptcy
court misapplied the summary-judgment standard, misunderstood the
standard that applied to Eng's negligence claim, and improperly
limited discovery.

In 2010, Eng purchased two convenience stores for approximately
$2,600,000.  Eng made a down payment of $696,000 and executed a
promissory note secured by a deed of trust on the properties for
$1,948,000.  Tingen earned a $94,000 commission on the sale.

On August 8, 2012, after becoming disappointed in the investment's
performance, Eng sued Tingen and Prudential in Pitt County Superior
Court concerning the sale.  Tingen and Prudential filed an answer
and third-party complaint for indemnity and contribution against
Adam, N.C., Inc., Michael Elwan, Petromax Retail NC, Inc., and
Petromax, NC, LLC.  Those parties were the entities who sold the
convenience store to Eng, and Eng also sued them in Pitt County
Superior Court.

On April 4, 2013, Eng filed a petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 13-02195), and the
state-court action against Tingen and Prudential was removed in
June 2013.  On January 30, 2014, Tingen and Prudential filed a
motion for summary judgment on the five state-law claims.

On August 21, 2014, the bankruptcy court entered a comprehensive
order granting defendants' motion for summary judgment on Eng's
five state-law claims against Tingen and Prudential.

The case before the District Court is, ARVE ANGELL ENG, Appellant,
v. JODY TINGEN, et al., Appellees, No. 4:14-CV-198-D (E.D.N.C.).  A
copy of Judge Dever's January 15, 2015 Order is available at
http://is.gd/XXz6YNfrom Leagle.com.


ASARCO LLC: Law Professors Stingy on Fees for Professionals
-----------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that seven professors filed a friend-of-the-court
brief with the U.S. Supreme Court explaining to the justices why
the "plain meaning" of the bankruptcy statute doesn't permit paying
compensation for defending a bonus award.

According to the report, in the case involving ASARCO LLC, the
professors point to Section 330 of the Bankruptcy Code, which says
lawyers get paid for work that benefits the estate.  Because
defense of a fee request benefits only the lawyer, not the bankrupt
estate, defense costs are disallowed by definition, the professors
contend, the report related.

The case in the Supreme Court is Baker Botts LLP v. Asarco LLC,
14-103, U.S. Supreme Court (Washington).  The case in the appeals
Court is Asarco LLC v. Jordan Hayden Womble Culbreth & Holzer PC
(In re Asarco LLC), 12-40997, U.S. Court of Appeals for the Fifth
Circuit (New Orleans).

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--  
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


BAYOU SHORES: Judge Says State Can Close Nursing Home
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that U.S. Bankruptcy Judge Michael Williamson in Florida said
bankruptcy law does not prohibit state regulators from exercising
regulatory powers by revoking a nursing home's license or refusing
to renew it despite previously saving the same nurshing home from
being closed by the federal Medicare and Medicaid programs.

According to the report, Judge Williamson explained the diverging
results, saying the federal regulators were only trying to stop
funding.  The state, by terminating the license, intends to
exercise regulatory powers, the report related, citing the judge.

Judge Williamson has allowed the Florida nursing home to implement
its reorganization plan unless a federal district judge intercedes
on behalf of the federal Medicare and Medicaid programs.  Medicare
and Medicaid appealed plan approval, on top of a pending appeal
from an order compelling continuation of funding.

                        About Bayou Shores

Bayou Shores SNF LLC, c/o Rehabilitation Center of St. Petersburg,
filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No.
14-09521) on Aug. 15, 2014, in Tampa.  Elizabeth A Green, Esq., at
Baker & Hostetler LLP, serves as the Debtor's counsel.  In its
petition, the Debtor estimated assets and liabilities of $1
million
to $10 million.  The petition was signed by Tzvi Bogomilsky,
managing member.

The Troubled Company Reporter, on Jan. 13, 2015, reported that the
Rehabilitation Center of St. Petersburg nursing home has emerged
from bankruptcy -- despite protests from Medicare officials --
after a bankruptcy judge agreed it fixed record-keeping and patient
care problems.


BELLVIEW ENERGY: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bellview Energy, L. L. C.
        P. O. Box 36967
        Shreveport, LA 71133-6967

Case No.: 15-60057

Chapter 11 Petition Date: February 2, 2015

Court: United States Bankruptcy Court
       Eastern District of Texas (Tyler)

Judge: Hon. Bill Parker

Debtor's Counsel: Curt Magee, Esq.
                  2225 W. Southlake Blvd., Ste. 423
                  Southlake, TX 76092
                  Tel: 817-239-9582
                  Fax: 817-488-9293
                  Email: curtmageeattorney@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul E. Graugnard, manager.

A list of the Debtor's 9 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb15-60057.pdf


BENJAMIN MASON: Parents' Transfer of Biz Constructively Fraudulent
------------------------------------------------------------------
Bankruptcy Judge Marcia Phillips Parsons in Tennessee ruled that
the transfer by Gregory and Deborah Mason of the assets of the
business, Collectors Cove, to their son Benjamin Colt Mason, a
Chapter 11 debtor, was not made with actual fraud under Tenn. Code
Ann. Sec. 66-3-305(a)(1), but it was constructively fraudulent
under Tenn. Code Ann. Sec. 66-3-306(a).  Judge Parsons awarded
judgment to First Bank and Trust Company in the amount of
$59,026.12.

As set forth in his schedules and statements, the Debtor does
business as Collectors Cove, a sole proprietorship that operates a
retail store selling gifts and collectibles, including coins,
jewelry, and sport and movie memorabilia. Prior to the bankruptcy
filing, the Bank filed a fraudulent conveyance action against the
Debtor, his wife Norma and the Masons in state court, alleging that
the parents' sale of the business and its assets to their son was
fraudulent, but seeking only to set aside the real property
conveyed in connection with the sale or a money judgment. After
filing his bankruptcy case, the Debtor removed the state court
action to the bankruptcy court, thereby initiating an adversary
proceeding.

The case is, THE FIRST BANK AND TRUST COMPANY, Plaintiff, v.
GREGORY K. MASON, BENJAMIN C. MASON, NORMA J. MASON, DEBORAH L.
MASON, JEFFERSON FEDERAL BANK f/k/a State of Franklin Savings Bank,
and FREDRICK BRANDT, Trustee, Defendants, Adv. Proc. No. 13-5026
(Bankr. E.D. Tenn.).

A copy of Judge Parsons' Jan. 30, 2015 Memorandum is available at
http://is.gd/OH2GHXfrom Leagle.com.

The Bank is represented by:

     Rick J. Bearfield, Esq.
     Post Office Box 4210 CRS
     Johnson City, TN 37602

Counsel to the Masons are:

     Dean Greer, Esq.
     Post Office Box 3708
     Kingsport, TN 37664

Benjamin Colt Mason filed a voluntary Chapter 11 bankruptcy
petition (Bankr. E.D. Tenn. Case No. 13-50470) on March 15, 2013.


BLOOM LAKE: Has Initial CCAA Protection; FTI Named as Monitor
-------------------------------------------------------------
Bloom Lake General Partner Limited et al. on Jan. 27, 2015, sought
and obtained from the Superior Court of Quebec at Montreal an
initial order under the Companies' Creditors Arrangement Act, as
amended, under the court file number 500-11-048114-157 pursuant to
the initial order.  

FTI Consulting Canada Inc. has been appointed as monitor.

The firm can be reached at:

   FTI Consulting Canada Inc.
   Monitor of Bloom Lake
   TD Waterhouse Tower
   79 Wellington Street West
   Suite 2010, P.O. Box 104
   Toronto, Ontario M5K 1G8
   Tel: 416-649-8126
   Tell Free: 1-844-669-6338
   Email: bloomblake@fticonsulting.com


BRANDYWINE REALTY: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed its 'BB+' Issuer Default Rating (IDR)
for Brandywine Realty Trust and its operating partnership
Brandywine Operating Partnership, L.P. (together Brandywine or the
company). The Rating Outlook is Positive.

KEY RATING DRIVERS

The affirmation of Brandywine's ratings is driven by projected
leverage and unencumbered asset coverage of unsecured debt that are
consistent with a 'BB+' IDR. Fitch expects leverage and
unencumbered asset coverage of unsecured debt (UA/UD) to sustain
slightly below 7x and 2x, respectively, absent equity offerings to
reduce indebtedness and fund development costs.

The company's portfolio of CBD and suburban office properties has
continued to improve, as highlighted by higher occupancy and
improved leasing that has strengthened growth in same-store net
operating income (SSNOI). These credit strengths are mitigated by
leverage that remains elevated for the rating, weak UA/UD coverage
and somewhat weak fixed-charge coverage relative to peers, and
ongoing development risk stemming from Brandywine's large unfunded
development pipeline (6.7% of gross assets).

The Positive Outlook reflects Fitch's expectations of further
equity offerings which should reduce leverage and improve
fixed-charge and UA/UD coverage. Primary upgrade drivers to a
'BBB-' IDR are future equity issuance and retained cash flows from
operations that reduce leverage below 6.8x and improve unencumbered
asset coverage of unsecured debt to above 2x on a sustained basis.

Fitch expects to resolve the Positive Outlook after the company
reports second quarter 2015 (2Q'15) earnings. Absent the company
delevering below 6.8x, Fitch is likely to maintain the rating at
'BB+' with a Stable Outlook.

Equity Offering Temporarily Reduced Leverage

Fitch expects leverage to decline slightly below 7x over the next
12-24 months - absent equity raises - as the company deploys this
equity capital to fund development and other corporate uses.
Brandywine raised $334 million of common equity in July 2014 via a
follow-on offering, reducing leverage to 7.1x as of Sept. 30, 2014,
when assuming $400 million of balance sheet cash will be used to
fund development. Fitch previously noted that leverage sustaining
below 6.8x would be one driver for positive rating momentum. Fitch
calculates leverage as total debt less readily available cash to
reduce debt-to-recurring operating EBITDA, excluding stock-based
compensation.

Modest Base Case Liquidity Shortfall

Sources of liquidity cover uses by 1.7x, pro forma for bond tenders
that occurred post-Sept. 30, 2014 for the period from Oct. 1, 2014
to Dec. 31, 2016. However, when incorporating the company's
development pipeline, liquidity coverage falls to 0.9x, absent
access to external capital sources. A mitigant to this coverage is
the company's access to the common equity, secured and unsecured
bond markets to address capital uses. Liquidity coverage would be
1.3x under a scenario where 80% of secured debt is refinanced.
Fitch defines liquidity coverage as sources (freely available cash,
availability under the company's unsecured revolving credit
facility and retained cash flows after dividends) divided by uses
(pro rata debt maturities, recurring capital expenditures and
estimated development costs).

The company's adjusted funds from operations (AFFO) payout ratio
has been between 75%-82% over the last three years, resulting in
the company retaining over $20 million annually in organic
liquidity.

Unencumbered Asset Coverage Appropriate for Rating

Brandywine has adequate contingent liquidity via its portfolio,
with unencumbered asset coverage, based on pro forma 3Q'14
annualized unencumbered NOI and a stressed 9.0% capitalization
rate, of unsecured debt (net of freely available cash) of 1.8x at
4Q'14. Fitch generally views UA/UD above 2x as consistent with an
investment-grade profile. Further deleveraging and development
deliveries should migrate the company's ratio closer to 2x.

Mid-Atlantic Portfolio Focus

Brandywine's office portfolio is focused in the Mid-Atlantic U.S.,
with Pennsylvania and greater Washington DC generating 82% of
year-to-date net operating income (NOI). The Pennsylvania portfolio
is well-diversified across various submarkets, with the
Philadelphia central business district representing the largest
submarket at 34% of NOI. Fitch expects the company to continue
growing its footprint in the CBD and metro regions over the medium
term while reducing exposure to slower growth suburban properties
in New Jersey, Delaware, and Richmond.

Strong Tenant Diversification

The GSA is BDN's largest tenant and contributes 7.2% of annual base
rent (ABR). Excluding the GSA, the remaining top 10 tenants
generate only 15.7% of total base rent, with no tenant representing
greater than 2.5% of ABR. The tenant base is also of strong credit
quality with 7 of the 20 largest tenants rated investment grade by
Fitch (Fitch does not rate the other 13).

Solid Portfolio Fundamentals; Leasing Conditions Improving

Operating fundamentals have begun to improve, with cash SSNOI
growth of 1% during the first nine months of 2014. Fitch forecasts
growth to advance into the low single digits towards the end of
2016, driven by stronger leasing and same-store core occupancy
exceeding 90% from 89% as of Sept. 30, 2014. Tenant allowances and
leasing commissions per square foot have also moderated as the
leasing environment in BDN's core markets continues its recovery.

Limited Lease Rollover

Brandywine has a well-laddered lease maturity schedule with limited
near-term rollover; 16.3% of base rent expires through 2016.
Management has been proactive in renewing leases well in advance of
expiration, which has contributed to higher than expected
leasing-related capital expenditures.

In accordance with Fitch's updated Recovery Rating (RR)
methodology, Fitch is now providing RRs for issuers with IDRs in
the 'BB' category. The 'RR4' for Brandywine's senior unsecured debt
supports a rating of 'BB+', the same as BDN's IDR, and reflects
average recovery prospects in a distressed scenario.

The RR6' for Brandywine's preferred stock supports a rating of
'BB-', two notches below BDN's IDR, and reflects weak recovery
prospects in a distressed scenario.

RATING SENSITIVITIES

The following factors may have a positive impact on Brandywine's
ratings being upgraded to investment-grade:

-- Fitch's expectation of leverage sustaining below 6.8x (leverage

   at Sept. 30, 2014 was 7.1x);

-- Fitch's expectation of fixed-charge coverage sustaining above
   2x (coverage for the TTM ended Sept. 30, 2014 was 1.8x);

-- Unencumbered asset coverage of unsecured debt (based on a
   stressed 9% cap rate) maintaining above 2x (asset coverage was
   1.6x as of Sept. 30, 2014).

The following factors may have a negative impact on the company's
ratings and/or Outlook:

-- Fitch's expectation of leverage sustaining above 8x;
-- Fitch's expectation of fixed-charge coverage sustaining
   below 1.5x.

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

Brandywine Realty Trust

-- Issuer Default Rating (IDR) at 'BB+';
-- Preferred stock at 'BB-'/'RR6'.

Brandywine Operating Partnership, L.P.

-- IDR at 'BB+';
-- Senior unsecured lines of credit at 'BB+'/'RR4';
-- Senior unsecured term loans at 'BB+'/'RR4';
-- Senior unsecured notes at 'BB+'/'RR4'.

The Rating Outlook is Positive.



BRIGHTER CHOICE: Fitch Cuts NY's $17MM Rev. Bonds Ratings to 'B+'
-----------------------------------------------------------------
Fitch Ratings downgrades to 'B+' from 'BB+' approximately $16.9
million in civic facility revenue bonds, series 2007A, issued by
the City of Albany Industrial Development Agency, NY on behalf of
the Brighter Choice Charter School for Boys and Brighter Choice
Charter School for Girls (BCCS). In addition, Fitch places the
bonds on Rating Watch Negative.

SECURITY
The bonds are a general obligation of BCCS and are payable from
gross revenues comprised mainly of state mandated school district
per-pupil aid payments. Bondholders benefit from a cash funded
reserve equal to maximum annual debt service (MADS), other reserve
funds under the indenture and a first mortgage lien on the two
school facilities.

KEY RATING DRIVERS

WEAK FINANCIALS DRIVE DOWNGRADE: Weaker than expected financial
results drive the downgrade. Operations were expected to improve in
fiscal 2014 but the operating margin declined to -3%, worse than
the -1.2% margin in fiscal 2013. Annual debt service coverage fell
below 1x as a result of weaker operations. The schools have very
narrow financial flexibility based on minimal balance sheet
resources and very limited capacity to raise per pupil revenues by
increasing enrollment.

TECHNICAL DEFAULT DRIVES WATCH: The Negative Watch reflects Fitch's
view that coverage below 1x in fiscal 2014 constitutes an event of
default under the bond documents, as well as continuing to violate
the 1.1x covenant. No notice of an event of default has been posted
on EMMA. Fitch considers acceleration or foreclosure unlikely, but
exercise of those remedies could cause an immediate payment default
or impair the schools' ability to pay debt service in full.

ACADEMICS IMPROVE: Academic results based on state test scores
improved in the 2013-2014 academic year, which was the second year
of state testing to Common Cores standards. Fitch notes positively
that the schools outperformed the Albany district overall, which
should help support its application for a full five-year charter
renewal when the current charter expires in June 2015.

RATING SENSITIVITIES

SUFFICIENT DEBT SERVICE COVERAGE: Generation of at least 1x debt
service coverage from improved fiscal 2015 operations is necessary
to maintain the current rating level. Failure to meet debt service
obligations from operations is not sustainable due to the schools'
limited financial cushion and would result in further negative
rating action.

RATING WATCH CONCERNS: Fitch would expect to remove the Rating
Watch in the event of a formal waiver of fiscal 2014 violations by
bondholders or evidence of debt service coverage above 1x in fiscal
2015. Alternatively, exercise of remedies such as acceleration or
foreclosure would cause further negative rating action.

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

CREDIT PROFILE

BCCS opened in 2002 with a stated mission to provide a public
school alternative for students from economically disadvantaged
families. The schools, which are authorized by the New York State
Board of Regents, have received two renewals after the initial
charter. BCCS continues to benefit from a strong relationship with
the Albany Charter School Network (network), which is increasing
its level of academic support and financial oversight over the
schools. The schools remain fully enrolled, slightly above their
chartered enrollment of 270 students each.

WEAKER FINANCIALS; COVERAGE DECLINES
BCCS' operating margin declined to -3% in fiscal 2014 from -1.2% in
fiscal 2013. Weaker operating results fell well short of
management's and Fitch's expectations of a small operating surplus.
Slightly lower enrollment in the Boys school and expense pressures
related to compensation drove the worse performance, exacerbated by
lacking expense monitoring procedures.

Coverage of debt service declined to 0.9x as a result. Fitch
considers failure to cover debt service obligations from operations
to be unsustainable in light of the school's limited balance sheet
resources.

Available funds (cash and investments less restricted net assets)
of $265,000 as of June 30, 2014 are very low relative to operating
expenses (2.9%) and debt (1.6%), providing minimal cushion to cover
debt service, operating losses, or unanticipated expenses.

Management expects improvement in fiscal 2015 based on slightly
higher enrollment, which should generate additional per-pupil
revenues; budgeted expenditure reductions; and enhanced financial
and operational oversight from the network. The schools are
following the recommendations of a consultant, as required by bond
documents due to 1x debt service coverage in fiscal 2013, in
violation of the 1.1x covenant. As of Sept. 30, 2014, fiscal 2015
operations remained on track to achieve a budgeted surplus and
coverage in excess of the 1.1x covenant.

TECHNICAL DEFAULT INCREASES RISK
Fitch is concerned that fiscal 2014 debt service coverage below 1x
constitutes an event of default under the bond documents. While
fiscal 2013 debt service coverage did not meet the covenanted 1.1x,
there was no event of default because the schools retained and
followed the recommendations of a consultant. In Fitch's view, the
documents state that debt service coverage below 1x constitutes an
event of default despite retaining a consultant.

Fitch estimates fiscal 2014 coverage at 0.9x based on audited
financial statements, as no covenant calculations have been
provided. An event of default under the documents could entitle
bondholders to pursue acceleration, foreclosure, or other remedies
which could cause an immediate payment default or impair the
schools' ability to pay debt service in full. Fitch considers
acceleration unlikely, but in Fitch's opinion the magnitude of the
downside risk warrants the Rating Watch. A waiver or evidence of
sufficient (at least 1x) coverage in fiscal 2015 would alleviate
Fitch's immediate concerns reflected in the Watch. Exercise of
bondholder remedies would lead to negative rating action.

IMPROVED ACADEMICS
Academic results for both schools in the 2013-2014 school year
improved based on state test results. In addition, scores exceeded
district averages by notable margins in both ELA in mathematics.
Fitch notes this development positively given mild concern about
results in 2012-2013, the first year of state tests aligned to
Common Core standards. Fitch believes improved academic results and
favorable performance versus the district will help the schools'
bids for renewal. The schools have applied for full five-year
renewals when their charters expire in June 2015.

The Brighter Choice Middle Schools (bonds rated 'B+' on Rating
Watch Negative by Fitch) are currently engaged in the renewal
process and may face challenges based on academic performance. The
middle schools and BCCS are both affiliated with the network but
maintain separate charters and finances. It is unclear what impact
nonrenewal would have on BCCS.



BUMI INVESTMENT: U.S. Recognizes Singapore Proceedings
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that Bumi Investment Pte Ltd and two other units of PT Bumi
Resources, one of the world's largest thermal coal exporters, can
enforce decisions in the U.S. made in bankruptcy proceedings in
Singapore after a bankruptcy judge in New York concluded that
Singapore is home to the principal bankruptcy and that country's
law pass muster by U.S. standards.

According to the report, the New York judge permanently halted
creditor actions in the U.S. and said decisions by the court in
Singapore could be enforced in the U.S.  There was no objection to
the U.S. proceedings, the report noted.

                       About Bumi Investment

Bumi Investment Pte Ltd, Bumi Capital Pte Ltd and Enercoal
Resources Pte Ltd are incorporated under the laws of Singapore and
are wholly-owned subsidiaries of PT Bumi Resources Tbk, a public
company incorporated under the laws of Indonesia.  They were
incorporated as special purpose vehicles to raise funds for and on
behalf of Bumi Resources.

Bumi Resources is in the business of mining and export of thermal
coal and is one of the largest exporters of thermal coal in the
world.  In recent years, the financial condition of Bumi Resources
has deteriorated.  This is directly attributable to the decrease
in the global demand for coal, which resulted in a drop in coal
prices.

On Nov. 24, 2014, Bumi Investment, Bumi Capital and Enercoal
initiated proceedings in the High Court of the Republic of
Singapore pursuant to Section 210(10) of the Companies Act (Cap.
50) for an order imposing a moratorium on collection activity
against them and Bumi Resources.  The Singapore Court promptly
entered orders prohibiting for a period of six months the
commencement or continuation of any action by any creditors.

On Dec. 1, 2014, Bumi Investment and its two affiliates filed
Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 14-13296) in
Manhattan, in the U.S. on Dec. 1, 2014, to seek recognition of the
Singaporean proceedings.  The U.S. case is assigned to Judge
Robert E. Gerber.  Andrew Christopher Beckham, the foreign
repersentative, signed the petitions.  The Debtors have tapped
Kenneth R. Puhala, Esq., at Schnader Harrison Segal & Lewis LLP,
as counsel.




C. WONDER: Marotta Gund to Provide Crisis Management Services
-------------------------------------------------------------
C. Wonder LLC, et al., filed a motion to engage Marotta, Gund, Budd
& Dzera, LLC, to provide crisis management services including the
appointment of a chief restructuring officer, Stephen Marotta, an
assistant chief restructuring officer, B. Lee Fletcher and
additional personnel.

Mr. Marotta is a founding principal and senior managing director of
MGBD.  He has more than 30 years of providing professional
accounting and consulting services to major corporations and
businesses.  Marotta has served as the chief restructuring officer
in dozens of companies throughout his career.

Mr. Fletcher is a managing director of MGBD.  Fletcher joined MGBD
shortly after the firm was founded in 2001.  Fletcher has served
primarily in management and advisory roles in bankruptcy and
out-of-court restructurings, including reorganizations and
liquidations.

The firm's compensation will be a continuation of the compensation
previously agreed to by the parties.  The firm's fees for the
services will continue to be fixed at a monthly rate of $75,000 for
the first two months which commenced on Dec. 19, 2014, and $50,000
per month thereafter.

Mr. Marotta attests that MGBD is a "disinterested person" as that
term is defined by Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         MAROTTA GUND BUDD & DZERA, LLC
         One Grand Central Place
         60 East 42nd Street #50, New York, NY
         Tel: (212) 818-1555
         http://www.mgbd.com/

         Stephen Marotta
         (212) 818-1118
         E-mail: smarotta@mgbd.com

                           About C. Wonder

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

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

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

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

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


C. WONDER: Wins Nod to Reject 21 Dark Store Leases
--------------------------------------------------
C. Wonder LLC, et al., sought and obtained approval from the
Bankruptcy Court to reject certain unexpired nonresidential real
property leases and abandonment of personal property nunc pro tunc
to the Petition Date.

As of the bankruptcy filing date, the Debtors were tenants under 25
leases across several states.  The Debtors began the process of
reviewing and analyzing all of their contractual obligations so as
to identify the contracts and leases that are burdensome to the
estates and may be rejected pursuant to Section 365 of the
Bankruptcy Code.  Before the Petition Date, the Debtors exited all
but four of their retail locations.

The Debtors have identified 21 "dark store" leases where they have
ceased ongoing operations and believe the leases have no value.
Before the Petition Date, the Debtors retained A&G Realty Partners
to value the Dark Store Leases.  A&G concluded that these leases
represent an unnecessary expense and contribute no value to the
Debtors' estates.  In most if not all instances, the Debtors have
physically vacated the properties and surrendered the keys to the
applicable landlords.

The Debtors obtained approval to reject the leases with respect to
these properties:

      Property                              Landlord
      --------                              --------
Southampton
Southampton, NY                   Southhampton Main St Realty Co

Fashion Island
Newport Beach, CA                 The Irvine Company LLC

King Street              
Charleston, SC                    285 King Street Company, LLC

East Hampton                      ET 48 Main Stret LLC, Eli Tahari
East Hampton, NY

Avalon Shopping Center            AvalonNorth LLC
Alpharetta, GA

Atlanta Outlet Shoppes            Atlanta Outlet Shoppes, LLC
Woodstock, GA

Fashion Centre at Pentagon City   Fashion Centre Mall, LLC
Arlington, VA

Fashion Mall at Keystone          SDG Fashion Mall LP
Indianapolis, IN

Fashion Valley Mall               Fashion Valley Mall, LLC
San Diego, CA

King of Prussia Mall              King of Prussia Associates
King of Prussia, PA

Lenox Square                      The Retail Property Trust
Atlanta, GA

Philadelphia Premium Outlets      Chelsea Limerick Holdings, LLC
Limerick, PA

Roosevelt Field                   The Retail Property Trust
Garden City, NY

Santana Row                       FRIT San Jose Town and
San Jose, CA                      Country Village

The Westchester                   Westchester Mall, LLC
White Plains, NY

Walt Whitman Shops                Walt Whitman Mall, LLC
Huntington, NY

The Village at Corte Madera       Corte Madera Village, LLC
Corte Madera, CA

Tysons Corner Center              Tysons Corner Holdings, LLC
McLean, VA

Easton Town Center                Easton Town Center II, LLC
Columbus, OH

Garden State Plaza                Westland Garden State Plaza
Paramus, NJ

The Summit                        Bayer Retail Properties IV, LLC
Birmingham, AL

                           About C. Wonder

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

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

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

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

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


CACHE INC: Operating Losses Sending Retailer to Chapter 11
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, citing
people with knowledge of the situation, reported that Cache Inc., a
women's wear retailer, is preparing for bankruptcy after reporting
a $29.8 million operating loss over the first three quarters of
2014 on net sales of $147.6 million.

The stock closed on Jan. 22 below 10 cents a share, down about 50
percent on the day's trading in New York, the Bloomberg report
said.

                        About Cache, Inc.

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

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


CAESARS ENTERTAINMENT: Del. Judge Sends Bankr. Cases to Chicago
---------------------------------------------------------------
The bankruptcy proceedings of Caesars Entertainment Operating
Company, Inc. shall proceed in the U.S. Bankruptcy Court for the
Northern District of Illinois, Delaware Bankruptcy Judge Kevin
Gross ruled.

"The Court acknowledges that the Petitioning Creditors filed first
in this District and that they are strongly supported in their
choice of forum by the First Lien Bank Lenders and other junior
creditors. But to the extent some form of the first-filed rules
applies to parallel bankruptcy proceedings at all, the Involuntary
Case was clearly an anticipatory filing," Judge Gross explained in
a decision issued on Monday.

He noted that the Petitioning Creditors were aware prior to the
Petition Date that the Debtor was planning an imminent voluntary
filing in the Illinois Court and with that knowledge made sure to
win the race to the courthouse.

"The Court recognizes that rewarding the Petitioning Creditors'
preemptive filing in another forum would set a bad precedent for
future bankruptcy cases and limit the ability of future debtors to
openly negotiate with creditors prior to filing a voluntary
bankruptcy petition. It is contrary to the interest of justice to
favor the Petitioning Creditors in such a scenario," he said.

On January 7, 2015, certain news outlets reported that CEOC would
possibly file its voluntary bankruptcy petition in the Illinois
Court.  On January 12, 2015, Appaloosa Investment Limited
Partnership I, OCM Opportunities Fund VI, LP, and Special Value
Expansion Fund, LLC initiated an involuntary proceeding in
bankruptcy court in Delaware, where CEOC is incorporated.  The
Petitioning Creditors are among CEOC's Second Lien Noteholders.

On January 14, the Petitioning Creditors filed a motion, asking the
Delaware judge for determination pursuant to Fed.R.Bankr.Proc. Rule
1014(b) that all CEOC bankruptcy proceedings proceed before the
Delaware Court, stating their belief that CEOC intended to initiate
a voluntary bankruptcy proceeding before the Illinois Court on or
after January 15.  The Delaware Court denied the Venue Motion
without prejudice, pending the actual filing of CEOC's voluntary
petition in the Illinois Court.

On January 15, CEOC and 172 of its direct or indirect subsidiaries
filed voluntary Chapter 11 petitions in the Illinois Court.  On the
same day, the Petitioning Creditors renewed their Venue Motion.

CEOC objected, and wants the cases to proceed before the Illinois
Court.

On January 23, the Debtor and Petitioning Creditors filed their
briefs arguing that the Debtor's case should proceed in their
chosen forum.  The First Lien Bondholders filed a joinder to the
Debtor's brief, arguing that the cases should proceed in the
Illinois Court while creditors representing portions of the rest of
the Debtor's capital structure and a substantial majority of the
Debtor's total debt filed joinders to the Venue Motion and
Petitioning Creditors' brief, arguing that the cases should proceed
before the Delaware Court.

A two-day evidentiary hearing on the Venue Motion was conducted on
January 26 and 27.

According to Judge Gross, CEOC demonstrated that its decision to
file in the Illinois Court rather than in Delaware was premised on
their analysis of different applications of the law in the judicial
circuits in which the Delaware Court and the Illinois Court operate
and that those differences could benefit the Debtor's
reorganization efforts. Whether the Debtor is correct in its
analysis remains to be seen, but the Debtor did provide sufficient
justification for its choice of forum.

"The Court is simply not able, based on the limited record before
it, to evaluate the fairness of the Debtor's decision-making
process, even though the Debtor's pre-petition behavior would seem
to indicate that the decision to file the Voluntary Case in the
Illinois Court was made for the benefit of non-debtor insiders.
But, importantly, the Illinois Court and the learned Judge assigned
to the case are certainly no less capable and no less available to
restrain the Debtor from breaching its duties and preventing
fraud," Judge Gross said.

Judge Gross also noted that CEOC's conduct leading up to the filing
of the Voluntary Case is, on its face, suspect.  He said there are
serious allegations, raised both by the Petitioning Creditors in
their involuntary petition and the plaintiffs in pre-petition
lawsuits, that the so-called Sponsors -- namely, Apollo Global
Management, TPG Capital, and certain of their affiliates and
co-investors, which acquired Caesars, then known as "Harrah's
Entertainment, Inc." in a $30.7 billion leveraged buyout in 2008 --
engaged in a series of self-dealing transactions resulting in the
fraudulent transfer of very substantial assets out of the reach of
the Debtor's creditors.

Judge Gross, in his decision, pointed to a recent ruling by the
U.S. District Court for the Southern District of New York in the
case, Meehancombs Global Credit Opportunities Funds, LP v. Caesars
Entertainment Corp., No. 14-cv-7091, 2015 WL 221055, at *8
(S.D.N.Y. Jan. 15, 2015).  The plaintiffs in the Meehancombs
litigation alleged that in a transaction completed in August 2014,
CEOC stripped the plaintiffs, holders of notes issued by the Debtor
and guaranteed by CEC, of their guarantees through payment to
certain favored noteholders in violation of the Trust Indenture Act
of 1939, as amended.

The Southern District of New York held that the plaintiffs stated a
claim sufficient to survive a motion to dismiss pursuant to Federal
Rule of Civil Procedure 12(b)(6).  The Meehancombs court also found
that the plaintiffs stated a claim sufficient to survive a Rule
12(b)(6) motion to dismiss that Caesar's Entertainment Corp. was
effectuating an out-of-court debt restructuring of exactly the kind
the Trust Indenture Act is designed to prevent.

"The Debtor is now engaged in a restructuring based, in part, on
the August 2014 transaction that was the subject of the Meehancombs
decision. The Court is confident that the Illinois Court will,
every bit as much as this Court would, view the allegations of the
Debtor's pre-petition conduct with care and concern and afford the
Petitioning Creditors every opportunity to bring to light the facts
surrounding the Disputed Transactions," Judge Gross said.

"The Court is also confident that its decision that the Debtor's
bankruptcy cases should proceed before the Illinois Court in no way
reduces the opportunity for the Petitioning Creditors and other
junior creditors to obtain appropriate relief. The Illinois Court
is, of course, fully capable of recognizing, to the extent they
exist, breaches of fiduciary duty and fraudulent activity."

Judge Gross said CEOC's choice of forum is entitled to just enough
deference to support a finding that, in the interest of justice,
the Voluntary and Involuntary Cases should proceed before the
Illinois Court.  The decision, he added, in no way affects the
Petitioning Creditors substantive rights with respect to the
continued prosecution of the Involuntary Case in the Illinois
Court.

A copy of Judge Gross' Feb. 2 decision is available at
http://is.gd/sT0um4from Leagle.com.

                   About Caesars Entertainment

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

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

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.

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.

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

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


CAESARS ENTERTAINMENT: Welcomes Call for Independent Examiner
-------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported that
Caesars Entertainment Corp. says it welcomes the appointment of an
independent investigator to look into its prebankruptcy asset
transfers, insisting the transactions were appropriate and helped
improve the company's balance sheet.

According to the report, in a Sunday filing with U.S. Bankruptcy
Court in Chicago, the company said it is fine with a demand by
David Tepper's Appaloosa Management for an examiner in the case, as
long as it is a "focused" and "expeditious" probe.

                   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.


CAPITOL BANCORP: Denial of Restructuring Fee Claims Affirmed
------------------------------------------------------------
Judge Sean F. Cox of the U.S. District Court for the Eastern
District of Michigan affirms the Bankruptcy Court's order
disallowing the claims filed by Appellants Vikaran Ghei and Michael
Zaitzeff in the bankruptcy case of Capitol Bancorp, Ltd., et al.

The bankruptcy appeal case is Vikaran Ghei and Michael Zaitzeff v.
Capitol Bancorp, Ltd. and Financial Commerce Corporation, Case No.
14-12874.  The Appellants appealed the Bankruptcy Court's "Order
Disallowing Proof of Claim No. 899-1 Filed On Behalf of Michael
Zaitzeff and Proof of Claim No. 900-1 Filed on Behalf of Vikaran
Ghei [Docket Entry No. 847]."

On June 28, 2012, Capitol Bancorp entered into written "Short-Term
Employment Agreements" with the Appellants-Claimants Michael
Zaitzeff and Vikaren Ghei.  The Employment Agreements provided that
each of the Claimants would be paid pursuant to these terms: 1)
they would each receive "an amount in cash equal to the sum of: (a)
$325,000 as a corporate restructuring fee; and (b) $425,000 as a
capital restructuring fee; and 2) an amount equal to 1.5% of any
new money raised by the company or raised by the company's
subsidiaries."

On March 19, 2014, the Appellants-Claimants each filed a claim for
$750,000, sought as an administrative expense claim.  The Debtor
filed objections to both claims.  Bankruptcy Judge McIvor
subsequently disallowed the claims and the Appellants-Claimants
appealed.

A full-text copy of the December 8, 2014 Opinion & Order is
available at http://bit.ly/1uhqrUofrom Leagle.com.

The Appellants-Claimants are represented by:

          Anthony J. Kochis, Esq.
          Scott A. Wolfson, Esq.
          WOLFSON BOLTON PLLC
          3150 Livernois, Suite 275
          Troy, MI 48083
          Telephone: (248) 247-7100
          Facsimile: (248) 247-7099
          E-mail: akochis@wolfsonbolton.com
                  swolfson@wolfsonbolton.com

               - and -

          Seth B. McCormick, Esq.
          BROWN LEGAL ADVISORS LLC
          4851 N. Winchester Avenue, Third Floor
          Chicago, IL 60640
          Telephone: (773) 527-0585

The Debtors-Appellees are represented by:

          Edward T. Sable, Esq.
          Joseph R. Sgroi, Esq.
          HONIGMAN MILLER SCHWARTZ AND COHN LLP
          2290 First National Building
          660 Woodward Avenue
          Detroit, MI 48226
          Telephone: (313) 465-7548
          Facsimile: (313) 465-7549
          E-mail: tsable@honigman.com
                  jsgroi@honigman.com

                      About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a community
banking company with a network of individual banks and bank
operations in 10 states and total consolidated assets of roughly
$2.0 billion as of June 30, 2012.  CBC owns roughly 97% of FCC,
with a number of CBC affiliates owning the remainder.  FCC, in
turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed $1.749
billion in total assets, $1.891 billion in total liabilities, and a
stockholders' deficit of $141.8 million.


CHARLES ARNOLD: Court Vacates $15.15MM Judgment for PulseWave
-------------------------------------------------------------
Judge Marcia S. Krieger of the U.S. District Court for the District
of Colorado affirms, in part, and reverses and vacates, in part,
the Bankruptcy Court's April 3, 2013 Order and Judgment in the
appellate case captioned Charles Allen Arnold Pulsewave LLC,
Plaintiff/Appellee v. Charles A. Arnold, Defendant/Appellant, Case
No. 13-CV-01036-MSK.

The Bankruptcy Court's April 3 Order and Judgment awarded damages
and entered judgment in favor of the Plaintiff PulseWave LLC.  The
Bankruptcy Court determined that the Debtor Charles A. Arnold is
not entitled to discharge pursuant to Section 727(a)(4) of the
Bankruptcy Code and that the damage award in favor of Pulsewave LLC
is nondischargeable pursuant to Sections 523(a)(4) and (6) of the
Bankruptcy Code.

In reviewing the matter, the District Court has considered the
designated record and written arguments of the parties, including
the Debtor's Opening Brief, PulseWave's Response Brief and the
Debtor's Reply Brief.  Accordingly, Judge Krieger vacated the money
judgment of $15,150,000 in favor of PulseWave.  Judge Krieger,
however, expresses no opinion on the propriety of the Bankruptcy
Court's award of attorney fees.

After filing for bankruptcy protection, Charles A. Arnold and a
company in which he was the majority owner, Quantic Research
Systems, Inc., initiated an adversary proceeding against PulseWave
and others, seeking a declaratory judgment that Quantic was the
legal owner of five patents.  PulseWave filed a counterclaim for a
declaratory judgment that it was the equitable owner of the
patents.

Following the conversion of the Debtor's case to one under Chapter
7, PulseWave, John Arnold (the Debtor's brother), and Soil
Enhancement Technologies initiated an adversary proceeding against
the Debtor challenging his right to obtain a discharge.  PulseWave
brought two claims.

After a bench trial, the Bankruptcy Court found in favor of
PulseWave on both the denial of discharge and exception from
discharge claims.  The Bankruptcy Court determined that the Debtor
was not entitled to a discharge pursuant to Section 727(a)(4)(A)
because he failed to disclose his business dealings with the Bear
Mountain Company in response to Question 18 of his Statement of
Financial Affairs.  The Bankruptcy Court quantified the loss at
$5,050,000, then trebled it and added attorney fees pursuant to
Colorado's Civil Theft Statute, which resulted in a money judgment
in favor of PulseWave and against the Debtor in the amount of
$15,150,000.

Appellant Charles Allen Arnold is represented by:

          John Henry Schlie, Esq.
          LAW OFFICE OF JOHN HENRY SCHLIE, P.C.
          7100 E Belleview Ave, Suite G11
          Englewood, CO 80111
          Facsimile: (303) 860-1297

Appellees John R. Arnold, Pulsewave, LLC and Soil Enhancement
Technologies, LLC, are represented by:

          Jeffrey A. Weinman, Esq.
          WEINMAN & ASSOCIATES, PC
          730 17th Street, Suite 240
          Denver, CO, 80202 -3506
          Telephone: (303) 572-1010

               - and -

          Thomas R. Rice, Esq.
          RICE LLC

Appellee Pulsewave, LLC is also represented by:

          Dean Elliot Richardson, Esq.
          MOYE WHITE, LLP
          16 Market Square, 6th Floor
          1400 16th Street
          Denver, CO 80202-1486
          Telephone: (303) 292-2900
          Facsimile: (303) 292-4510
          E-mail: dean.richardson@moyewhite.com

A full-text copy of the Opinion and Order dated December 3, 2014,
is available at http://bit.ly/18CGMJAfrom Leagle.com.

Charles A. Arnold and a company in which he was the majority owner,
Quantic Research Systems, Inc., filed for bankruptcy protection
under Chapter 11 (Bankr. D. Colo. Case No. 07-18751) on August 9,
2007.  Subsequently, the Debtor's bankruptcy case was converted to
one under Chapter 7.


CHINA RECYCLING: Receives NASDAQ Bid Price Deficiency Notice
------------------------------------------------------------
China Recycling Energy Corp., an industrial waste-to-energy
solution provider in China, on Feb. 2 disclosed that it received
notice from Nasdaq's Listing Qualifications Department indicating
that the closing bid price of the Company's common stock was below
the minimum requirement of US$1.00 per share for 30 consecutive
business days and the Company was therefore not in compliance with
NASDAQ listing rule 5450(a)(1).

Pursuant to listing rule 5810(c)(3)(A), the Company has 180
calendar days, or until July 27, 2015, to regain compliance with
the minimum bid price rule.  If, at any time during the 180-day
period the closing bid price per share of the Company's common
stock is US$1.00 or above for a minimum of ten consecutive business
days, the Nasdaq staff will provide written confirmation of
compliance and this matter will be closed.

The Company is currently looking into various options available
with respect to regaining such compliance.  The notification letter
has no effect at this time on the listing of the Company's common
stock on The NASDAQ Global Market.  CREG's common stock will
continue to trade on The NASDAQ Global Market under the symbol
"CREG".

             About China Recycling Energy Corp.

Based in Xi'an, China, China Recycling Energy Corp. (NASDAQ:CREG)
-- http://www.creg-cn.com-- provides environmentally friendly
waste-to-energy technologies to recycle industrial byproducts for
steel mills, cement factories and coke plants in China.  Byproducts
include heat, steam, pressure, and exhaust to generate large
amounts of lower-cost electricity and reduce the need for outside
electrical sources.


CHRYSLER LLC: Qui Tam Suit Over Vehicle Warranties Dismissed
------------------------------------------------------------
Chrysler Group, LLC, won dismissal of a qui tam False Claims Act
complaint filed individually and on behalf of the United States,
alleging that New Chrysler (or, assumedly, its purported
predecessors) made false statements to the United States regarding
the warranties on certain vehicles that Old Chrysler sold to the
United States in 2004 and 2005.

District Judge Robert M. Dow, Jr., granted the Defendant's motion
to dismiss without prejudice, but gave the plaintiff 60 days to
file a second amended complaint, should he so choose. If Plaintiff
does not file a second amended complaint within 60 days, the Court
will dismiss the case with prejudice.

The case is, UNITED STATES OF AMERICA ex rel. WILLIAM CEAS JR. and
WILLIAM CEAS JR., individually; Plaintiffs, v. CHRYSLER GROUP LLC;
Defendant, Case No. 12-CV-2870 (N.D. Ill.).  A copy of Judge Dow's
January 28, 2015 Memorandum Opinion and Order is available at
http://is.gd/x9Rl3Afrom Leagle.com.

Chrysler Group, LLC, Defendant, is represented by:

     Brian William Bell, Esq.
     Anthony Joseph Monaco, Esq.
     Julie D Miller, Esq.
     SWANSON, MARTIN & BELL LLP
     330 North Wabash Avenue #3300
     Chicago, IL 60611
     Tel: (312) 321-9100
     E-mail: bbell@smbtrials.com
             amonaco@smbtrials.com
             jmiller@smbtrials.com

                      About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.


CMR MORTGAGE: Court Allows MLG's 4th Fee Application for $194,805
-----------------------------------------------------------------
Judge Thomas E. Carlson of the U.S. Bankruptcy Court for the
Northern District of California ruled the fourth interim and final
fee application of the McNutt Law Group should be allowed in full,
because the voluntary reduction in fees more than offsets any
unnecessary use of multiple attorneys.

MLG is the counsel for the Official Committee of Equity Security
Holders in the bankruptcy cases of CMR Mortgage Fund, LLC, CMR
Mortgage Fund II, LLC, CMR Mortgage Fund III, LLC.

MLG's fourth fee application seeks fees of $194,805 for services
performed from March 2013 to September 2014.  MLG has represented
the Committee since October 2009.  The Court has approved three
prior fee applications, allowing fees on an interim basis in the
amount of $1,383,105.

In that fourth application, the Office of the United States Trustee
has identified time entries representing participation of multiple
attorneys at hearings and intra-office conferences in the amount of
$23,423.  MLG voluntarily reduced its fees by $15,000 in this
application.  The voluntary reduction of $15,000 is equal to 64% of
the combined services performed where multiple attorneys
participated.

"My review indicates that a minimum of $7,580 of the attorney time
in question was spent at hearings and meetings at which at least
one attorney had to participate.  That essential participation by
at least one attorney and the voluntary reduction of fees account
for more than 96 percent of the fees challenged by the UST.  The
difficulty of the issues in the case (especially the negotiations
involving the insurance carriers and the district attorney)
reasonably required participation by multiple attorneys in a
sufficient number of discussions and hearings to justify the
remainder of the fees in question," Judge Carlson wrote on his
memorandum.

"I determine that the three prior interim awards should not be
modified, because no one objected to MLG's use of multiple
professionals when those prior applications came before the court,
and because there have been no other developments in the case that
justify modification of prior fee awards.  The absence of a prior
objection is relevant in two respects: it denied MLG the
opportunity to adjust its staffing behavior in response to such an
objection; and the passage of time makes it more difficult for MLG
to explain why multiple attorneys were needed in a particular
instance," Judge Carlson continued.

He added that the court very much appreciates the diligence of the
UST, and has attempted to take very seriously the UST's objection
to the fourth interim application.  He explained that that
objection may have been sustained in substantial measure had MLG
not voluntarily reduced its fees by a significant amount.

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

                        About CMR Mortgage

San Francisco, California-based CMR Mortgage Fund II, LLC, is a
limited liability company organized for the purpose of making or
investing in business loans secured by deeds of trust or mortgages
on real properties located primarily in California.   The Company
previously funded lending activities through loan pay downs or pay
offs, as well as by selling its membership interests, and by
selling all or a portion of interests in the loans to individual
investors.  The Company commenced operations in February 2004.  The
Company ceased accepting new members in the third quarter of 2006.

The Company and CMR Mortgage Fund III, LLC, filed for Chapter 11
protection on March 31, 2009 (Bankr. N. D. Calif. Case No. 09-30788
and 09-30802).  Robert G. Harris, Esq., at the Law Offices of
Binder and Malter, represents the Debtor as counsel.  The Debtor
listed between $10 million and $50 million each in assets and
debts.  CMR Mortgage Fund, LLC (Bankr. N. D. Calif. Case No.
08-32220 TEC) filed for bankruptcy protection in N.D. California in
2008.


CONNACHER OIL: S&P Lowers CCR to 'D' After Recapitalization Plan
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating and debt issue ratings on Calgary,
Alta.-based Connacher Oil and Gas Ltd. to 'D' from 'CC', following
the company's announcement of its proposed recapitalization, in
which the company intends to exchange its existing C$350 million
and US$550 million senior secured second-lien debt (plus accrued
interest) for equity.

The dramatic reduction in crude oil prices since June 2014 caused a
rapid deterioration in Connacher's liquidity position, such that
the company will be unable to fund both its debt servicing
obligations and minimum maintenance capital spending requirements.


"Our decision to lower the ratings to 'D' is consistent with our
criteria, which view the proposed recapitalization that will
exchange the company's existing C$350 million and US$550 million
second-lien debt and accrued interest to Feb. 1, 2015 into equity,
as an event of default," said Standard & Poor's credit analyst
Michelle Dathorne.



COYOTES HOCKEY: NHL Mostly Fails in Suing Former Owner
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
tht U.S. Bankruptcy Judge Redfield T. Baum in Phoenix issued an
interim ruling recommending that the district court should deny
recovery of unsecured creditors' claims and most of the National
Hockey League attorney's fees in the bankruptcy case of the Phoenix
Coyotes.

According to the report, Judge Baum said Jerry Moyes, the former
owner of the team, isn't liable to the league for the unsecured
debts the league paid.  Under a doctrine known as judicial
estoppel, Judge Baum said the NHL isn't entitled to reimbursement
because it took inconsistent positions, the report further
related.

Dewey Ranch Hockey LLC and its three affiliates sought protection
under Chapter 11 of the Bankruptcy Code on May 5, 2009 (Bankr. D.
Ariz., Case No. 09-09488).  The Debtors' counsel is Thomas J.
Salerno, Esq., at Squire, Sanders & Dempsey, LLP.  The bankruptcy
was converted to a Chapter 7 liquidation in December 2010.


CREDIT-BASED ASSET: Court Won't Allow Nelsons to File Late Claims
-----------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York denied James Nelson and Bryce
Nelson's motion to file a late proof of claim in the bankruptcy
cases of Credit-Based Asset Servicing and Securitization LLC, et
al.

The Debtor filed a Chapter 11 petition on November 12, 2010, and in
December 2010, the Bankruptcy Court entered an order setting
January 31, 2011, as the deadline for filing proofs of claim.  The
Debtor's Plan was confirmed on April 25, 2011, and became effective
on the 29th of that same month.

On September 20, 2005, the Claimants took out a loan and gave a
mortgage on their home in Pennsylvania in the amount of $264,675.
In May 2009, the Debtor was assigned the mortgage.  After an
alleged default, the Debtor commenced foreclosure proceedings
against the Claimants on June 5, 2009.  The Nelson mortgage was
later assigned to Waterfall Victoria Master Fund Ltd.

After the assignment, the mortgage may have been assigned again,
but there is no dispute that the foreclosure ended by a judgment in
favor of the mortgagee and that the Nelsons' home was sold at a
foreclosure sale.  Their efforts to obtain relief against the
foreclosure before the courts in Pennsylvania have been
unsuccessful.

On August 20, 2014, over three and a half years after the Bar Date,
the Claimants moved for leave to file a late proof of claim against
the Debtor for the amount of the mortgage.  They claim that the
failure to timely file a proof of claim was due to "excusable
neglect," as they did not receive notice of the Bar Date.  They
assert they have claims against the Debtor for having engaged in
improper activities, including robo-signing documents.

The Court in its discretion may allow a late filing, if such late
filing was the result of "excusable neglect."  Judge Gropper,
however, opined that the Nelsons have not shown excusable neglect.
Judge Gropper said their motion was filed over three and one-half
years after the Bar Date, and three years after the confirmation of
the Debtor's plan of reorganization.

"Since the Debtor's plan, establishing a Liquidating Trust, became
effective, almost all distributions have been made and most of the
assets have been liquidated.  Allowing the Claimants to file a
proof of claim over three and a half years after the Bar Date would
be clearly prejudicial to the Debtor," Judge Gropper said.

Judge Gropper added that the Claimants have not shown that they
even have a claim against the Debtor.  He explained that they
charge the Debtor with wrongdoing but the Pennsylvania courts have
upheld the foreclosure, precluding the Bankruptcy Court from
granting relief on grounds of improper assignment.

A full-text copy of the December 9, 2014 Decision and Order is
available at http://bit.ly/1yWmrnzfrom Leagle.com.

               About Credit-Based Asset Servicing

Credit-Based Asset Servicing and Securitization LLC was a subprime
mortgage investor based in New York City.  C-Bass was a joint
venture, owned in part by units of mortgage insurers MGIC
Investment Corp. and Radian Group Inc.

C-Bass and seven affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 10-16040) on Nov. 12, 2010.  C-Bass disclosed
$23.7 million in assets and $2.16 billion in liabilities in its
Schedules of Assets and Liabilities.  The Debtors' liabilities
include $195.8 million of secured debt.

Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich,
Esq., and Scott Howard Bernstein, Esq., at Hunton & Williams LLP,
represent the Debtors.  Donlin, Recano & Company is the claims and
noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
C-BASS' chapter 11 cases and that committee is represented by Mark
T. Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP in
New York.

The affiliates that filed separate Chapter 11 petitions are C-BASS
CBO Holding LLC, C-BASS Credit Corp., C-BASS Investment Management
LLC, NIM I LLC, Pledged Property II LLC, Starfish Management Group
LLC, and Sunfish Management Group LLC.


CROWNROCK LP: Moody's Rates $300MM Senior Notes 'Caa1'
------------------------------------------------------
Moody's Investors Service rated CrownRock, L.P.'s $300 million
notes due 2023 Caa1, LGD4 rating on the Senior Unsecured notes. All
other ratings of CrownRock remain unchanged. The rating outlook is
stable.

"This senior notes offering will allow CrownRock to term out its
revolver borrowings, put cash on the balance sheet to fund 2015
capex, and improve liquidity" said Arvinder Saluja, Moody's Vice
President.

Assignments:

Issuer: CrownRock, L.P.

  $300 million Senior Unsecured Regular Bond/Debenture due 2023
  Assigned Caa1, LGD4

Adjustments:

Issuer: CrownRock, L.P.

  $400 million Senior Unsecured Regular Bond/Debenture due 2021,
  Adjusted to LGD4 from LGD5

Ratings Rationale

The B3 Corporate Family Rating (CFR) reflects CrownRock's modest
but improving scale, large percentage of oil production, good
margins given a generally favorable hedging profile, and
management's track record of growing reserves and production in the
Permian Basin. The company's vertical drilling activities in the
Permian, a well-known, long-lived oil field, entail lower operating
risk as compared to similarly rated peers. CrownRock has a high
concentration in the Permian, accounting for nearly all its proved
reserves and its PV-10 value. CrownRock's B3 CFR also considers its
somewhat high leverage, especially debt to average daily production
at $35,000/boe. Moody's expect an improvement in leverage as
CrownRock continues to grow its scale.

CrownRock's primary operating strategy is to drill conventional
vertical wells to plumb deeper than historical depths through 10 to
11 fracturing stages. Such operations involve less technical
complexity and lower oilfield services costs than those that employ
horizontal drilling.

CrownRock could be considered for an upgrade if rising production
lowers debt-to-average daily production to below $30,000/boe with
an average daily production of over 25 mboe. CrownRock could be
downgraded if the company falls short on its drilling program so
that its debt-to-average daily production increases sustainably to
around $50,000/boe, or if liquidity deteriorates. A negative rating
action could also result if CrownRock makes sizeable distributions
to its owners that hamper the company's ability to grow as
planned.

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

Headquartered in Midland, Texas, CrownRock, L.P. is a privately
held limited partnership that engages in the exploration and
production of crude oil and natural gas in Texas, New Mexico, and
Utah. It is owned by Lime Rock Partners, a private equity firm
(roughly 60% ownership), and management (40%).



DCP MIDSTREAM: Fitch Cuts Junior Subordinated Rating to 'BB'
------------------------------------------------------------
Fitch Ratings has downgraded DCP Midstream LLC's Issuer Default
Rating (IDR) and senior unsecured ratings to 'BBB-' from 'BBB' and
its Short-term IDR and commercial paper rating to 'F3' from 'F2'
and junior subordinated rating to 'BB' from 'BB+'. Fitch has also
affirmed DCP Midstream Partners, LP (DPM) IDR and Sr. Unsecured
ratings at 'BBB-' and short-term IDR at 'F3'. The Rating Outlook
for both DCP and DPM has been revised to Negative from Stable. A
full list of ratings actions follows at the end of this release.
The ratings action reflects the negative impact that the severe
downturn in commodity prices is having and is expected to have on
DCP enterprise's profitability and credit metrics. DCP, in
particular, retains a significant amount of commodity exposure and
the recent declines in natural gas liquids (NGLs), crude oil, and
natural gas prices is expected to stress profitability at the
assets remaining in DCP and push the company's credit metrics well
above and beyond levels previously projected by Fitch and
historically targeted by management. DPM is expected to better
withstand price weakness in the near term. DPM's fixed fee profile
is much stronger with roughly 90% of 2015 gross margin either
fixed-fee or hedged, though a significant portion of the hedges are
with DCP.

Historically, DCP has targeted between 2.5x to 3.5x debt/EBITDA (on
a standalone basis) at the LLC level to offset the high commodity
price exposure DCP maintained at the DCP level. Prior to the most
recent downturn in commodity prices Fitch was forecasting 2015 DCP
standalone (inclusive of distributions from DPM) debt/EBITDA of
roughly 3.0x to 3.5x in 2015 and 2016 based on an assumed composite
NGL barrel of roughly $0.80/gallon. Fitch's expectations have
deteriorated along with commodity prices and now expects leverage
to be roughly 7.5x - 8.5x for 2015 and 2016 on a standalone basis
based on current forward commodity prices.

Fitch believes DCP will look to pursue several options in order to
protect its investment grade rating. These options include cutting
distributions to its owners, Spectra Energy Corp (SE; Fitch rates
operating subsidiary Spectra Energy Capital BBB/Stable Outlook) and
Phillips 66 (PSX), selling assets, dropping down assets into its
master limited partnership, DPM, cutting costs and decreasing
discretionary capital spending. An inability to address DCP's
significantly increased leverage in the next 6 to 8 months could
lead to a downgrade. On Friday January 30th, 2015 DCP announced a
large scale corporate restructuring which will see a large
reduction in workforce. This step should generate significant cost
savings but is not enough to fully offset commodity price
declines.

Fitch believes that DCP continues to own and operate 'must run'
type assets with significant scale and decent geographic diversity.
DCP is the largest stand-alone natural gas processor in the United
States, and it has a robust presence in all of the key production
regions within the country. DCP owns or operates gathering &
processing systems in Permian, Eagle Ford, Rockies, Mid-Continent,
East Texas-North Louisiana, South Texas, Central Texas, as well as,
the Piceance and Barnett Shale basins. The size and breadth of
DCP's operations allow it to offer its customers end-to-end
gathering, processing, storage and transportation solutions giving
DCP a competitive advantage within the regions where they have
significant scale.

The Negative Outlook for DPM reflects parent subsidiary ratings
linkage. Historically, Fitch has limited DPM to a one notch
separation between DCP and DPM, given the strong operational and
financial linkage DPM has with DCP and indirectly with DCP's
owners, SE and PSX. DCP's ownership of DPM's GP interest gives DCP
significant control over DPM's operations, including major
strategic decisions such as dropdown opportunities, investment
plans, distributions, and management of operations, as well as
centralized treasury functions. DCP has also historically provided
significant support for DPM including a demonstrated willingness to
take back units as equity contributions for dropdown transactions,
as well as, providing hedges and fixed demand charges and
throughput fees for dropped down processing plants. Meanwhile, DPM
provides DCP a low cost source of financing and access to equity
markets. DPM remains significantly hedged keeping near term
commodity price exposure low with 90% of gross margin either
fee-based or hedged for 2015 and over 70% of gross margin fee-based
or hedged for 2016 providing some comfort around the stability of
DPM's earnings and cash flows even in this lower commodity price
environment, though Fitch recognizes much of these hedges are with
DCP.

Fitch expects DCP, SE, and PSX to continue to support DPM's credit
quality including maintaining a capital structure, fixed-fee
profile and business risk profile in line with other investment
grade MLPs and maintaining a solid distribution coverage ratio.
Fitch would likely move DPM below investment grade if there were a
significant change in support from its sponsors resulting in a move
away from its current focus on maintaining its fixed-fee or hedged
revenue profile or there were expectations that leverage was going
to remain above 4.5x on a sustained basis. Significant growth in
commodity exposed earnings without an appropriate, significant
adjustment in capital structure, specifically a reduction in
leverage would result in a downgrade. Fitch typically targets at
minimum a 70% fixed fee revenue profile (in addition to other
factors particularly leverage below 4.5x) as being reflective of
investment grade for credit quality for master limited
partnerships.

KEY RATINGS DRIVERS

DCP

Scale & Scope of Operations: DCP is the largest stand-alone natural
gas processor in the United States, and it has a robust presence in
all of the key production regions within the country. Additionally,
the company's large asset base provides a platform for growth
opportunities across its footprint. DCP has a particular focus on
the Eagle Ford shale, the Rockies and the Permian Basin, all areas
in need of gathering and processing infrastructure as production in
the liquids rich regions of these plays is increasing.

Commodity Price & Volumetric Exposure: DCP does not hedge its
commodity risk directly. Instead, it tries to balance its contract
mix to help reduce exposure to commodity price volatility while
still providing upside should commodity prices strengthen.
Additionally, DCP, like every processor, has volume exposure;
however, production in DCP's liquids rich regions continues to be a
focus for producers. DCP has seen volume growth even as prices have
dramatically declined.

Deteriorating Credit Metrics: DCP's management has typically
targeted between 2.5x - 3.5x debt-to-EBITDA throughout the
commodity price cycle and greater than 5.0x EBITDA interest
coverage (excluding EBITDA of its master limited partnership [MLP]
subsidiary DPM and non-recourse debt). Prior to the most recent
capital spending cycle DCP consistently met these targets even in
low commodity price environments. The recent fall in commodity
prices will push leverage metrics well outside of these bounds.
Fitch has listed sustained standalone leverage above 4.5x as a
downgrade trigger and believes that leverage will remain well above
these bounds over the next two years, provided there are no steps
taken by management or sponsors to significantly reduce leverage
and get DCP on a path towards the 4.5x. Liquidity is adequate
currently; however, DCP is expected to need covenant relief in the
next several quarters. Fitch expects DCP would be able to receive
relief; however, if it did not, a negative rating action would be
likely.

Supportive Ownership: DCP's owners have in the past exhibited a
willingness to forgo dividends, provide capital support in the form
of co-investment on growth projects and a willingness to allow DCP
to operate within its operating cash generation as capital market
access tightened and commodity prices fell during the 2008/2009
down cycle. Fitch expects DCP's owners to continue to provide
similar support to DCP. Fitch would likely take further negative
ratings actions should SE or PSX be reticent or show an
unwillingness to provide support in the form of distribution cuts,
or capital injections if and as needed over the next 6 to 12
months.

DPM

Sponsor Relationship: DCP's ownership of DPM's GP interest gives
DCP significant control over DPM's operations, including major
strategic decisions such as dropdown opportunities, investment
plans, distributions, and management of operations, as well as
centralized treasury functions. DCP has also historically provided
significant support for DPM including a demonstrated willingness to
take back units as equity contributions for dropdown transactions,
as well as, providing fixed demand charges and throughput fees for
dropped down processing plants. Meanwhile, DPM provides DCP a low
cost source of financing and access to equity markets. Fitch would
likely not rate DPM higher than DCP based on the financial,
strategic and operational relationship between the entities, but
does not currently believe DPM should move to below investment
grade, given the cash flow stability, structural superiority and
reasonable credit metrics at the partnership. Fitch expects DCP,
SE, and PSX to continue to support DPM's credit quality including
maintaining a capital structure and business risk profile in line
with other investment grade MLPs and maintaining a solid
distribution coverage ratio.

Cash Flow Stability: DPM possesses relatively predictable cash
flows that are supported by the partnership's portfolio of
fee-based assets and an active hedging program that helps moderate
commodity price exposure. Near-term commodity price exposure is low
with roughly 90% of gross margin either fee-based or hedged for
2015 and roughly 70% for 2016 (with 60% beyond 2016). DPM actively
manages the majority of its commodity exposure through a hedging
program, with shorter tenor direct hedges on NGLs and longer dated
swap positions on natural gas and crude oil as a proxy for NGLs.
Natural Gas and NGL hedges have typically been provided by DCP.

Strategic Location of Assets: DPM benefits from the strategic
location of its midstream assets, which touch several core U.S.
natural gas producing basins and are often integrated with assets
owned by DCP, and the strategic location of DPM's wholesale propane
terminals which serve high-volume retailers in Northeast markets.
As such, DPM achieves steady demand from its core customers as well
as good growth opportunities for organic investments.

Volume Sensitivity: While taking significant steps to mitigate the
volatility of prices, DPM has exposure to throughput volumes on its
assets. DPM has some take-or-pay agreements that eliminate
volumetric risk. Lower volumes can be driven by many factors
including: lower throughput on the partnership's gathering and
processing assets due to reduced production from upstream
producers, lower throughput due to lower upstream production or due
to bypassing NGL processing facilities when natural gas prices are
very high and lower propane volumes delivered through its terminals
due to warm weather, conservation and fuel switching. Should
volumes significantly decline Fitch would likely take negative
ratings actions.

RATINGS SENSITIVITIES

DCP

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

-- Inability or unwillingness to address current challenging
    operating environment and high leverage, through some
    combination of reductions in capital spending, distributions
    to owners, and/or operating costs or equity injection, could
    lead to a further downgrade. Fitch would expect a plan to get
    DCP on a path towards sustainable leverage at 4.5x or below
    in order to maintain current rating.

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

-- Improvement of stand-alone DCP LLC leverage of between 4.0x
    to 4.5 on a sustained basis would likely lead to a revision
    of the Negative Outlook.

Significant reduction in commodity price exposure to 30% of gross
margin or below at DCP could lead to a positive rating action.

DPM

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

  -- DPM leverage above 4.5x on a sustained basis would likely
     result in at least a one notch downgrade;

  -- A significant change in the support structure from DCP
     Midstream, particularly with regard to helping mitigate DPM
     commodity price exposure, without increasing DPM's liquidity
     or an appropriate change to the hedging strategy to mitigate
     price exposure at a reasonable cost;

  -- Significant growth in commodity exposed earnings not hedged
     or fixed fee to more than 30% of gross margin exposed without
     an appropriate, significant adjustment in capital structure,
     specifically a reduction in leverage to below 3.5x would
     likely lead to at least a one notch downgrade;

  -- Acceleration of dropdowns funded by more than 50% debt or
     which results in significantly increased commodity price
     exposure at DPM. Aggressive funding of growth capital
     spending with debt at levels above 50%/50% debt/equity
     could lead to a negative ratings action;

  -- A downgrade at DCP could lead to a downgrade at DPM if it
     results in increased commodity price risk at DPM.

Positive

  -- A revision of the Negative Outlook for DCP could lead to
     a positive rating action at DPM;

  -- Increase in third party hedging and price support at DPM
     could lead to a positive rating action.

Fitch downgrades DCP's ratings as follows:

-- IDR to 'BBB-' from 'BBB';
-- Senior unsecured to 'BBB-' from 'BBB';
-- Short-term IDR to 'F3' from 'F2'
-- Jr. Subordinated to 'BB' from 'BB+'.

Fitch affirms DPM as follows:

-- IDR at 'BBB-';
-- Senior unsecured rating at 'BBB-';
-- Short-term IDR and commercial paper rating at 'F3'.

The Ratings Outlook for both DCP and DPM has been revised to
Negative from Stable.



DELIAS INC: DLA Piper Approved as Bankruptcy Counsel
----------------------------------------------------
Bankruptcy Judge Robert D. Drain authorized dELiA*s, Inc., et al.,
to employ DLA Piper LLP (US) as bankruptcy counsel, effective as of
the Petition Date.

The Court also ordered that to the extent that the reconciliation
of the amount of the prepetition invoices is less than the amount
advanced by the Debtors and held by DLA as of the Petition Date,
DLA is authorized to hold an amount no greater than $75,000 as a
postpetition retainer, to be applied against any amounts approved
by the Court in connection with any final fee application in the
Chapter 11 cases, and will refund to the Debtors any amount in
excess of $75,000.

As reported in the Troubled Company Reporter on Jan. 30, 2015, the
Debtors and DLA entered into an engagement agreement effective as
of Nov. 6, 2014, pursuant to which the Debtors retained DLA to
provide legal services to the Debtors in connection with general
restructuring issues and in connection with a potential bankruptcy
filing by the Debtors.

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

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

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

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

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

                        About DELIA*S INC.

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

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

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

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

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

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

The Official Committee of Unsecured Creditors tapped to retain
Kelley Drye & Warren LLP as its counsel, and Capstone Advisory
Group, LLC, and Capstone Valuation Services, LLC, as financial
advisors.


DENDREON CORP: Asks Court to Extend Deadline to Remove Suits
------------------------------------------------------------
Dendreon Corp. has filed a motion seeking additional time to remove
lawsuits involving the company and its affiliates.

In its motion, Dendreon asked the U.S. Bankruptcy Court in Delaware
to move the deadline for filing notices of removal of the lawsuits
to July 9 from Feb. 9.

Some of the lawsuits involving the companies are subject to removal
pursuant to Section 1452 of the U.S. Bankruptcy Code, which applies
to claims related to bankruptcy cases, according to the court
filing.

A court hearing to consider the motion is scheduled for Feb. 5.

                       About Dendreon Corp

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

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

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

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

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

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


DENDREON CORP: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Dendreon Corporation filed with the U.S. Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $320,697,757
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                      $624,050,463
                                 -----------      -----------
        Total                   $320,697,757     $624,050,463

A copy of the schedules is available for free at

        http://bankrupt.com/misc/DENDREONCORP_246_sal.pdf

                       About Dendreon Corp

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


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

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

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

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

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

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


DISH NETWORK: Auction Win May Negatively Impact Moody's Ba3 CFR
---------------------------------------------------------------
Moody's Investors Service said that DISH Network Corporation's (Ba3
CFR, negative outlook) recent significant win of wireless broadband
frequencies in the AWS-3 auction conducted by the Federal
Communications Commission (FCC) may negatively impact it's DISH DBS
Corporation ("DISH DBS") subsidiary's Ba3 Corporate Family rating
(CFR) and SGL-1 speculative grade liquidity rating. The impact on
the company's ratings will depend upon the amount of DISH's
obligation, how it is financed and if there is any support that
will be needed going forward from DISH DBS to fund or service any
additional debt for spectrum assets that bondholders may have no
direct asset recourse to as part of the DISH DBS credit.

Based on a public notice issued by the FCC, two companies that DISH
is an investor through subsidiaries named SNR Wireless LicenseCo,
LLC and Northstar Wireless, LLC, won $13.3 billion of licenses
across the US, but due to small business eligible 25% discounts,
they will pay $10 billion for the licenses assuming that the
discounts are approved. Over the past several years, DISH has been
pursuing large scaled expansion in the wireless space by
aggressively purchasing wireless spectrum and by attempting though
failing to merge with Sprint as well as to acquire outstanding
shares of Clearwire not already owned by Sprint. While Moody's is
aware of the significant asset value associated with DISH's amassed
terrestrial spectrum, it remains unclear at this stage how will the
company use its valuable spectrum portfolio going forward. The
combined winning bids from SNR Wireless and Northstar were second
only to the $18 billion winning bids by AT&T Wireless. The AWS-3
spectrum and the spectrum holdings that DISH has already secured
make DISH a very prominent holder of US spectrum, and all of it is
virgin spectrum as it remains completely un-deployed.

DISH has not yet announced its obligations under the auction nor
how it plans to fund them as it is still bound by anti-collusion
rules for the next 10 business days following the end of the
auction, and therefore prevented from commenting about anything
related to the auction, including funding plans. Moody's anticipate
that when the rules expire, the company will announce its
obligations and funding intentions which could impact the DISH DBS
credit. The company is also required to build out some portions of
its spectrum holdings in coming years which could also impact the
credit."The company could move forward with a number of options,
including selling or licensing the spectrum, independently
launching its own wireless service and competing as the nation's
fifth major player in the wireless telecommunications space or
partnering with or acquiring or merging with another wireless
carrier like T-Mobile," stated Neil Begley, a Moody's Senior Vice
President. Management dispensed with the notion that DISH might
launch its own wireless service, as it does not currently have the
infrastructure needed to commercialize the spectrum it owns and
building a network from scratch would entail significant cash capex
investments needed for R&D, build out, wireless testing, marketing,
handset subsidies, etc. "In Moody's view, a tie-up with an existing
wireless carrier or a company with significant capital resources is
the only possible strategy that could give DISH a chance of success
in the wireless arena, and management has publicly stated its
desire to do so," added Begley.

In Moody's opinion, a wireless service offering could potentially
fuel future longer-term growth for the company by counteracting the
saturation and fierce competition in the U.S. pay-TV industry which
is increasing its reliance on broadband capabilities. The addition
of a broadband offering to the company's existing TV package would
enhance its competitive position and subscriber retention in the
long run, and allow it to effectively compete with cable rivals.
This may depend upon whether it focuses on the in or out of home
market and its competitiveness in delivering price competitive data
speeds. However, Moody's remains cautious about execution risks and
significant cash outlays needed to build a wireless network even
via a partnership with an existing carrier. "T-Mobile is likely the
last great opportunity for DISH to control an important US wireless
company as well," stated Begley. "The biggest constraint for such a
deal is both the weak balance sheet for both companies as well as
the capital investment needed just to keep pace with AT&T Inc. and
Verizon Communications, Inc., never mind closing the gap," added
Begley. As Moody's have stated in Moody's previous announcements,
risks associated with the company's wireless strategy are only
partially tempered by the potential to improve DISH's business
profile as Moody's remain concerned over the legal credit structure
supporting DISH DBS bonds, which possess only minimal protections
against leverage and up-streaming cash to its parent, DISH.
Further, the company's creditors have no recourse to assets held
outside of DISH DBS. If DISH funds their portion of $10 billion
AWS-3 spectrum purchase with cash on hand, which along with
marketable securities is roughly $10 billion, uncertainty
surrounding strategic plans and future impact on its balance sheet
will continue to weigh on DISH's credit ratings as it pursues a
potentially transformative entry into the wireless market.
Excluding any additional financing, DISH DBS's gross debt-to-EBITDA
leverage, was 4.7x as of 9/30/2014 (incorporating Moody's standard
adjustments). The company has no bank revolver, so its cash balance
and free cash flow generation are its sources for liquidity. The
company's ratings would come under pressure if it engages in
acquisitions and investments such that gross leverage is sustained
over 5.5x or if it is expected to continuously up-stream cash and
some or all of its free cash flow from DISH DBS to support the
growth of a business to which DISH DBS's creditors have no recourse
and leverage is sustained above 4.5x.

DISH is the third largest pay television provider in the United
States, operating satellite services with approximately 14 million
subscribers. Revenues for LTM ended 9/30/14 were $14.5 billion.



DISH NETWORK: S&P Puts 'BB-' CCR on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Englewood, Colo.-based DISH Network Corp., including its 'BB-'
corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch placement follows the conclusion of the AWS-3
auction, in which designated entities of DISH placed winning bids
of $13.3 billion ($10 billion net of discount) for licenses in key
markets such as New York, Los Angeles, Chicago, and Washington,
D.C.," said Standard & Poor's credit analyst Michael Altberg.

Based on auction rules, winning bidders have 10 days to place a 20%
deposit, with another 10 days to make final payments.  S&P expects
that DISH will use a combination of cash and debt to fund the
spectrum purchases, although the exact funding mix is still
uncertain.  S&P also do not know if DISH will obtain any partner
funding for the spectrum. As of Sept. 30, 2014, the company had
$9.3 billion of cash and marketable securities (prior to its $2
billion November 2014 debt issuance).  S&P believes the company
will most likely look to maintain healthy cash balances following
the spectrum purchases in order to provide ongoing flexibility and
optionality around future plans.  As a result, S&P believes it is
likely that DISH will fund a material portion of spectrum purchases
with debt.

Under a scenario where 50% of spectrum purchases are funded with
debt, S&P estimates that gross adjusted leverage could increase to
the mid-6x area in 2015, while net adjusted leverage (net of
surplus cash) would be around 4.8x.  Based on a sensitivity of
funding scenarios, S&P estimates that gross adjusted leverage could
range from 5x (all cash) to 8.3x (all debt), assuming DISH funds
the full $10 billion in spectrum purchases.  S&P views the
company's gross adjusted leverage as more reflective of its credit
profile, since excess cash balances will most likely be spent on
wireless initiatives as opposed to debt repayment.  In addition,
while the company's sizeable wireless spectrum assets provide a
degree of financial flexibility and could lead to a longer-term
improvement in the company's business risk profile, DISH's ultimate
wireless strategy remains uncertain, and could require additional
investments.

S&P could lower the rating if debt funding for the spectrum
purchases pushes gross adjusted leverage materially above 5x, with
no clear path for improvement.  S&P currently believes any
downgrade of the company would be limited to one notch.  S&P plans
to resolve the CreditWatch listing over the next month as it gains
more clarity around the company's funding plans.



ELLIOTT MANUFACTURING: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Elliott Manufacturing Company, Inc.
        P.O. Box 11277
        Fresno, CA 93772

Case No.: 15-10366

Chapter 11 Petition Date: February 2, 2015

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Hon. Fredrick E. Clement

Debtor's Counsel: Peter L. Fear, Esq.
                  FEAR LAW GROUP, P.C.
                  7750 N Fresno St #101
                  Fresno, CA 93720-1145
                  Tel: (559) 436-6575
                  Email: pfear@fearlaw.com

Total Assets: $1.6 million

Total Liabilities: $1.9 million

The petition was signed by Thomas E. Cole, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb15-10366.pdf


FEDERAL RESOURCES: Meeting of Creditors Set for Feb. 5
------------------------------------------------------
The meeting of creditors of Federal Resources Corp. is set to be
held on Feb. 5, at 1:30 p.m., according to a filing with the U.S.
Bankruptcy Court for the District of Utah.

The meeting will be held at Suite 250, 405 South Main Street, in
Salt Lake City, Utah.

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

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

                     About Federal Resources

Federal Resources Corporation and Camp Bird Colorado, Inc., filed
voluntary petitions for protection under Chapter 11 of the
Bankruptcy Code on Dec. 29, 2014, with the U.S. Bankruptcy Court
for the District of Utah (Salt Lake City).  The Debtors are
represented by David E. Leta, Esq., and Andrew V. Hardenbrook,
Esq., at Snell & Wilmer L.L.P.



FFS DATA: 11th Circ. Splits from 5th on Confirmation Res Judicata
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that the U.S. Eleventh Circuit Court of Appeals in Atlanta split
from its sister Fifth Circuit in New Orleans by saying there is no
tougher res judicata test for confirmation orders.

According to the report, in a 19-page opinion by Circuit Judge Jill
Pryor, the Eleventh Circuit also politely said the three earlier
Fifth Circuit cases were overruled by a 2009 decision from the U.S.
Supreme Court, named Travelers Indemnity Co. v. Bailey, which says
that the same res judicata rules apply to confirmation orders and
Chapter 11 plans they implement.

As previously reported by The Troubled Company Reporter, citing
Law360, IberiaBank Corp. asked the Eleventh Circuit to reinstate
its suit over a $10 million real estate loan against the owner of
formerly bankrupt FFS Data Inc., arguing that the releases in the
company's reorganization plan do not extend to the owner's personal
guaranty of the loan.

Mark Roher of Jones Walker LLP, who argued for IberiaBank before an
Eleventh Circuit panel, said the bankruptcy court should not have
ruled that the releases for FFS Data owner Brad Geisen in the
company's confirmed plan eclipsed the bank's $5.3 million suit for
the deficiency between what was owed on the loan and what was
recouped in a short sale of the mortgaged property.

The case is Iberiabank v. Geisen (In re FFS Data Inc.), 14-11473,
U.S. Eleventh Circuit Court of Appeals (Atlanta).

Based in Boca Raton, Florida, FFS DATA Inc. aka Foreclosure.com
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 09-38395) on Dec. 23, 2009.  Judge Erik P. Kimball presides
over the case.  Bradley S. Shraiberg, Esq., represents the Debtor.
In its petition, the Debtor estimated assets between $1 million
and $10 million, and debts between $10 million and $50 million.


FLINTKOTE COMPANY: Ruling Against Frederick Place Claim Affirmed
----------------------------------------------------------------
District Judge Leonard P. Stark upheld the bankruptcy court's order
that tossed 8 E. Frederick Place, LLC's environmental claims
against Flintkote Co., and denied its request for relief from the
automatic stay in Flintkote's Chapter 11 case.

Frederick Place filed claim number 2242 for an "unknown" amount of
damages due to alleged "site contamination."  The Claim represents
an underlying dispute over responsibility for pollution on a 6.5
acre parcel of land in Cedar Knolls, New Jersey, that Frederick
Place has owned since 1984.  From 1945 to 1972, Debtors owned and
operated a rubber manufacturing facility on the Property.

The case before the District Court is,IN RE THE FLINTKOTE COMPANY,
et al. 8 E. FREDERICK PLACE, LLC, Appellant, v. THE FLINTKOTE
COMPANY and FLINTKOTE MINES LIMITED, Appellees, CIV. NO.
12-1176-LPS (D. Del.).  A copy of Judge Stark's January 16, 2015
Memorandum is available at http://is.gd/d2hbvJfrom Leagle.com.

8 E. Frederick Place LLC, is represented by Learon John Nelson
Bird, Esq., at Fox Rothschild LLP.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.

Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq.,
at Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip
E. Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

James J. McMonagle, is the legal representative for future
claimants.  The FCR has retained Dr. Timothy Wyant as claims
evaluation consultant.  The FCR is represented by James L.
Patton, Jr., Esq., and Edwin J. Harron, Esq., at Young Conaway
Stargatt & Taylor, LLP; and Reginald W. Jackson, Esq., at Vorys,
Sater, Seymour & Pease LLP.

When Flintkote filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.

The Debtors' Chapter 11 cases have been re-assigned to Judge Mary
F. Walrath in line with the retirement of former Bankruptcy
Judge Judith Fitzgerald.


FURNITURE BRANDS: "Carter" Shareholder Class Suit Dismissed
-----------------------------------------------------------
District Judge Henry Edward Autrey granted the Defendants' Motion
to Dismiss Plaintiffs' Consolidated Amended Complaint in the case
captioned, KEITH CARTER, Individually and on Behalf of All Others
Similarly Situated, Plaintiffs, v. FURNITURE BRANDS INTERNATIONAL,
INC., RALPH P. SCOZZAFAVA and VANCE C. JOHNSTON, Defendants.
United States District Court, E.D. Missouri, Eastern Division, No.
4:13CV1600 HEA (E.D. Mo.).  A copy of the Court's January 27, 2015
Opinion, Memorandum and Order is available at http://bit.ly/1uSQThH
from Leagle.com.

Plaintiffs, who purchased shares of the common stock of Furniture
Brands, Inc. during the alleged class period, filed this
Consolidated Amended Complaint against Ralph Scozzafava, the former
Chief Executive Officer and Chairman of the Board of Directors of
Furniture Brands, and Vance Johnston, the former Chief Financial
Officer of Furniture Brands, for violations of sections 10(b) and
20(a) of the Exchange Act, and U.S. Securities and Exchange
Commission Rule 10b-5.

                      About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.  Furniture Brands changed
its name to FBI Wind Down, Inc., following the sale.

The Debtors on July 14, 2014, won confirmation of their Second
Amended Joint Plan of Liquidation as filed on July 9, 2014.


GENERAL MOTORS: Compensation Fund Receives 4,180 Claims
-------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
the total number of claims filed with the General Motors Co.
ignition switch compensation fund climbed to 4,180 as potential
victims rushed to submit their paper work before the deadline.

According to the report, fund administrator Camille Biros, working
alongside Kenneth Feinberg to determine payout eligibility, said
the total will increase somewhat since some people may have mailed
their claims rather than submit them electronically.  Ms. Biros
also confirmed the death toll increased by one person to 51 while
the number of seriously injured rose by two to 77, the Journal
related.

                       About General Motors

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

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

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

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

                        *     *     *

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

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

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


GREEN FLEET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Green Fleet Systems, LLC
        20500 Alameda St.
        Carson, CA 90810

Case No.: 15-11542

Chapter 11 Petition Date: February 2, 2015

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

Judge: Hon. Barry Russell

Debtor's Counsel: David L. Neale, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  Fax: 310-229-1244
                  Email: dln@lnbrb.com

Total Assets: $7.1 million

Total Liabilities: $10.2 million

The petition was signed by Gary Mooney, president and chief
executive officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-11542.pdf


GT ADVANCED: Apple to Build Data Command Center in Mesa, Ariz.
--------------------------------------------------------------
Daisuke Wakabayashi, writing for The Wall Street Journal, reported
that Apple Inc. plans to invest $2 billion to build a data center
in Arizona in the location where its failed sapphire manufacturing
facility exists.  According to the report, Apple said it expects to
start construction in 2016 after GT Advanced Technologies Inc., the
company's sapphire manufacturing partner, clears out of the 1.3
million square foot site.

The Journal noted that the investment comes a few months after GTAT
filed for bankruptcy protection in October, citing problems with
the Arizona facility.  Shortly after its bankruptcy filing, GTAT
said it planned to lay off more than 700 employees in Arizona, the
report noted.

                  About GT Advanced Technologies

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

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

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

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

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

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

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

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


GT ADVANCED: Wants Plan Filing Deadline Moved to June 30
--------------------------------------------------------
GT Advanced Technologies Inc. and its affiliated debtors ask the
Bankruptcy Court to enter an order extending:

  (a) their exclusive period under Section 1121(c)(2) of
      the Bankruptcy Code to file a Chapter 11 plan through
      June 30, 2015, and

  (b) their exclusive period under Section 1121(c)(3) of
      the Bankruptcy Code to solicit acceptances of its
      Chapter 11 plan through August 31, 2015.

James T. Grogan, Esq., at Paul Hastings LLP, relates that less than
four months ago, GTAT filed the Chapter 11 cases -- the second
largest chapter 11 cases to ever file in the District of New
Hampshire -- in the midst of an acute operational and liquidity
crisis with less than three weeks of preparation.  After the
petition date, he notes, GTAT's management and advisors worked
around the clock to stabilize the business and develop an
operational framework upon which an emergency strategy could be
created in order to maximize enterprise value. Most importantly,
GTAT determined that, to preserve the value of its estates, it
should extract itself from the relationship with its largest
creditor and customer, Apple Inc., and wind down its sapphire
growth operations while returning to its legacy business, namely
selling sapphire growth furnaces, solar equipment, as well as
developing and selling other new technologies, including the Merlin
and Hyperion products.

According to Mr. Grogan, since the filing of the Chapter 11 cases,
GTAT has made substantial progress along this path-reaching a
consensual resolution with Apple with respect to the amicable
separation of their respective businesses and winding down the
sapphire growth operations at its facilities in Mesa, Arizona, and
Salem, Massachusetts.

In addition, Mr. Grogan says, GTAT has recently developed a
business plan pursuant to which it will transition to "new GTAT"
with a renewed focus on selling sapphire growth furnaces and legacy
solar equipment, while investing in and commercializing the Merlin
and Hyperion growth technologies.

Notwithstanding the substantial progress made by GTAT to date,
terminating exclusivity at this early stage would be premature, Mr.
Grogan maintains.  He points out that as the Court recently
recognized at the Jan. 26 hearing when ruling on the motion for
appointment of an equity committee, the Chapter 11 cases are in
their early stages and GTAT's business is in the process of
evolving.

Consequently, Mr. Grogan avers, GTAT must undertake a number of
important steps before it can successfully emerge from chapter 11.
Among other things, GTAT hopes to promptly seek Court approval of
debtor-in-possession financing, a critical step in its
reorganizational efforts. Furthermore, because the deadline for
creditors to file proofs of claims occurred recently on Jan. 26,
2015, the claims reconciliation process, which will involve
thousands of claims, has not yet begun.  GTAT has not had an
opportunity to analyze and formulate a chapter 11 plan for
resolving the myriad of liabilities that necessitated the filing of
these chapter 11 cases, Mr. Grogan says.

Moreover, Mr. Grogan relates, in light of the crisis mode under
which GTAT has been operating since the petition date, GTAT is only
now turning to other critical issues, including intercompany
claims, analysis of issues related to substantive consolidation,
and the sale of non-core assets.  Finally, GTAT will need to
operate its business for a period of time to validate the
assumptions underlying its new business plan before being able to
move these cases forward, he avers.

Mr. Grogan tells that Court that the five-month extension of
exclusivity is not only necessary to address the outstanding
issues, but also mandated by the reality of the situation in which
GTAT finds itself: GTAT is a "re-start up" which needs to be
"battle-tested" before creditors can make an informed decision on a
plan of reorganization.

                  About GT Advanced Technologies

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

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

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

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

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

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

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

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



GT ADVANCED: Wants to Have Until May 4 to Decide on Leases
----------------------------------------------------------
GT Advanced Technologies Inc. and its affiliated debtors ask the
Bankruptcy Court to extend until May 4, 2015, the time by which it
must decide on whether to assume or reject unexpired
non-residential real property leases.

Under Section 365(d)(4)(A) of the Bankruptcy Code, all of GTAT's
unexpired non-residential real property leases that have not yet
been rejected, assumed, or assumed and assigned, will be deemed
rejected by Feb. 3, 2015 -- the date that is 120 days after the
Petition Date -- unless GTAT assumes the Unexpired Leases by that
date.

At the outset of the Chapter 11 cases, GTAT was a party to nearly
40 non-residential real property leases.  During the initial 120
days of these cases, GTAT has already rejected 22 real property
leases.  Nevertheless, GTAT says it has not had sufficient time to
evaluate all of its Unexpired Leases and make a reasoned
determination about how the Unexpired Leases will be utilized by
the "new GTAT".

GTAT is party to 15 Unexpired Leases that have not been rejected
during the Chapter 11 cases.  These Unexpired Leases primarily
comprise leases for office space or industrial space to house
equipment and machinery in connection with GTAT's ongoing
businesses.  The Unexpired Leases may be critical to the operation
of the "new GTAT," and reviewing those Unexpired Leases is an
integral part of GTAT's exit strategy for the Chapter 11 cases.

                  About GT Advanced Technologies

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

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

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

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

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

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

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

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


HIGHLAND COMMUNITY: Second Bank Failure in 2015
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that Highland Community Bank from Chicago became the second bank
failure in 2015 when it was taken over by regulators on Jan. 23.

As previously reported by The Troubled Company Reporter, to protect
the depositors, the Federal Deposit Insurance Corporation entered
into a purchase and assumption agreement with United Fidelity Bank,
fsb, Evansville, Indiana, to assume all of the deposits of Highland
Community Bank.

The two branches of Highland Community Bank will reopen as branches
of United Fidelity Bank, fsb during their normal business hours.
Depositors of Highland Community Bank will automatically become
depositors of United Fidelity Bank, fsb.  Deposits will continue to
be insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.

Bloomberg related that in 2014, there were 18 bank failures, down
25 percent from 2013 when there were 24.  The 2013 failures were
about half those in 2012, the report said.


HIGHWAY TECHNOLOGIES: Wynne Systems to Get $160,000 Admin Claim
---------------------------------------------------------------
Bankruptcy Judge Kevin J. Carey granted, in part, and denied, in
part, the Motion of Wynne Systems, Inc. for an Order (i) compelling
payment of all outstanding postpetition fees and charges due under
a master agreement pursuant to 11 U.S.C. Section 503(b)(1)(A), and
(ii) compelling payment of attorneys' fees, filed in the Chapter 7
case of Highway Technologies Inc.

Wynne seeks allowance and payment of an administrative expense
claim based upon the Debtors' post-petition use of Wynne's software
systems, and the legal fees incurred by Wynne to obtain payment of
its post-petition claim. The Debtors filed an objection to Wynne's
Motion, disputing the amount that should be paid to Wynne as an
administrative expense claim under Bankruptcy Code Sec.
503(b)(1)(A), and contesting the Debtors' obligation to pay legal
fees.

Wynne argues that three monthly payments of $160,766.00 each are
due for post-petition services in May, June and July 2013. After
applying a credit for the July Payment, Wynne seeks an
administrative expense claim in the amount of two monthly payments
($321,532.00), plus attorney fees.  The Debtors dispute the amount
of Wynne's administrative expense claim, arguing that it exceeds
the value of the Debtors' actual post-petition use of the
software.

Judge Carey said the Motion is granted, in part, to allow Wynne a
chapter 11 administrative expense claim in the amount of $160,766.
Wynne has already received payment of this amount post-petition
and, therefore, no further payment is due to Wynne based on its
Sec. 503(b)(1) administrative expense claim. The Motion is denied,
in part, with respect to Wynne's request for payment of attorneys'
fees.

A copy of the Court's January 30, 2015 Memorandum is available at
http://is.gd/pf6aPofrom Leagle.com.

                      About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case Nos. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Richard M. Pachuiski, Esq., Debra I. Grassgreen, Esq., Bruce
Grohsgal, Esq., Maria A. Bove, Esq., and John W. Lucas, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as counsel to the
Debtors.  Kurtzman Carson Consultants LLC is the claims and notice
agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The Company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.  In
its amended schedules, Highway Technologies disclosed $41,350,616
in assets and $91,780,181 in liabilities.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.
represents the Official Unsecured Creditors' Committee as counsel.
Gavin/Solmonese LLC serves as the Committee's financial advisor.

At the behest of the Debtors, the Court converted the Chapter 11
cases to liquidation under Chapter 7 of the Bankruptcy Code on
Dec. 20, 2013.  Judge Kevin J. Carey authorized Charles A.
Stanziale, Jr., the Chapter 7 trustee, to employ McCarter &
English, LLP as his counsel.


HIPCRICKET INC: Proposes Canaccord as Investment Banker
-------------------------------------------------------
Hipcricket, Inc., seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Canaccord Genuity Inc. as
investment banker, nunc pro tunc to the Petition Date.

Canaccord is an independent and full-service global investment
banking firm offering investment banking, equity research, wealth
management, institutional and private brokerage, and private
capital solutions to individual and institutional clients.
Canaccord employs over 2,000 individuals and has 20 locations in 11
countries worldwide.

As a result of rendering prepetition services to the Debtor,
Canaccord is intimately familiar with the Debtor's corporate and
capital structure, management, operations, and various other
aspects of its business.

Pursuant to an Engagement Letter dated as of Jan. 20, 2014, as
amended on Dec. 14, 2014, Canaccord will be compensated based on
these fee structure:

   -- Monthly Fees.  The Debtor will pay Canaccord a fee due,
earned and fully payable in the amount of $35,000 on Feb. 2, 2015,
and on the first business day of each month thereafter, a fee in
the amount of $35,000 will be paid and earned upon Canaccord's
receipt thereof in consideration of Canaccord accepting the
engagement.

   -- M&A Fee.  Upon the closing of a transaction other than a
financing transaction, a fee equal to the greater of (i) $500,000
and (ii) 5 percent of the aggregate consideration up to and
including $15 million, plus 4 percent of the aggregate
consideration over $15 million up to and including $20 million,
plus 3 percent of the aggregate consideration over $20 million.

   -- Success Fee.  Upon the closing of a financing transaction
consisting of a financing for any portion of the Debtor, whether in
the form of secured, unsecured, subordinated or senior debt or
equity equivalents, the Debtor will pay Canaccord a success fee
equal to 3 percent of the gross proceeds received by the Debtor in
the financing transaction, provided that if a proposed buyer
provides debtor-in-possession financing as part of a contemplated
sale transaction, and the sale transaction is consummated with the
proposed buyer, then Canaccord will earn only the M&A Fee and not
any Success Fee on account of a financing transaction.

   -- Expenses.  The Debtor will, upon Canaccord's request,
reimburse Canaccord for its reasonable out-of-pocket expenses
incurred from time to time, provided that the expenses will not
exceed $50,000 in the aggregate.  Canaccord will notify the Debtor
once expenses exceed $25,000.

                         About Hipcricket

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

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

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

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


HIPCRICKET INC: Proposes Pachulski as Counsel
---------------------------------------------
Hipcricket, Inc., seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Pachulski Stang Ziehl & Jones
LLP as counsel, nunc pro tunc to the Petition Date.

Subject to Court approval in accordance with Section 330(a) of the
Bankruptcy Code, compensation will be payable to PSZ&J on an hourly
basis, plus reimbursement of actual, necessary expenses and other
charges incurred by PSZ&J.  The principal attorneys and paralegals
presently designated to represent the Debtor and their hourly rates
are:

      a. Ira D. Kharasch                $950
      b. Linda F. Cantor                $850
      c. James O'Neill                  $725
      d. Felice Harrison (paralegal)    $295

PSZ&J has received payments from the Debtor during the year prior
to the Petition Date in the amount of $255,000 in connection with
its prepetition representation of the Debtor.

To the beset of the Debtor's knowledge, PSZ&J does not hold or
represent any interest adverse to the Debtor's estate, PSZ&J is a
"disinterested person" as that phrase is defined in 11 U.S.C. Sec.
101(14), and PSZ&J's employment is necessary and in the best
interests of the Debtor and its estate.

                         About Hipcricket

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

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

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

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


HUGH BLACK-ST. MARY: Blomfield & Weaver to Face Value Place Suit
----------------------------------------------------------------
Kansas District Judge Daniel D. Crabtree will not dismiss the
lawsuit, VALUE PLACE FRANCHISE SERVICES, LLC, Plaintiff, v. HUGH
BLACK-ST. MARY ENTERPRISES, INC., ET AL., Defendants, Case No.
14-1152-DDC-KGS (D. Kan.), as against defendants John Blomfeld and
Shelby Weaver, after the plaintiff managed to reply to the Court's
December 17, 2014 Order to Show Cause, and show "good cause" why
the Court should not dismiss the Complaint.

On Dec. 17, 2014, Judge K. Gary Sebelius entered an order directing
plaintiff to show cause why the Court should not dismiss its
Complaint against Blomfeld1 for failing to serve him and its
Complaint against Weaver for failing to prosecute its action
against her.  

A copy of Judge Crabtree's Jan. 16 Memorandum and Order is
available at http://is.gd/j3D6T6from Leagle.com.

Value Place Franchise Services LLC, is represented by:

     Todd N. Tedesco, Esq.
     Gary L. Ayers, Esq.
     FOULSTON SIEFKIN LLP
     1551 N. Waterfront Parkway, Suite 100
     Wichita, KS 67206-4466
     Tel: 316-291-9776
     Fax: 866-347-5138
     E-mail: ttedesco@foulston.com
             gayers@foulston.com

Defendants Blomfield and Weaver appeared Pro Se.

                        About Couture Hotel

Couture Hotel Corporation, fka Hugh Black-St Mary Enterprises,
Inc., owns and operates four hotels: a Wyndham Garden Inn in
Dallas, Texas, consisting of 356 rooms and remodeled in 2013; a
Howard Johnson in Corpus Christi, Texas, consisting of 140 rooms
and remodeled in 2012; a Howard Johnson in Las Vegas, Nevada,
consisting of 110 rooms and remodeled in 2012; and an independent
hotel in Las Vegas, Nevada (formerly branded as a Value Place),
consisting of 121 rooms and also remodeled in 2012.

The Las Vegas hotels are located at one of the entrances to Nellis
Air Force base in North Las Vegas.  The Debtor owns the real
property and improvements, as well as the franchise rights to the
hotels (except for Las Vegas Value Place).

The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
14-34874) in Dallas, Texas, on Oct. 7, 2014.  The case is assigned
to Judge Barbara J. Houser.  The Debtor has tapped Mark Sean
Toronjo, Esq., at Toronjo & Prosser Law, as counsel.

The Debtor, in an amended schedules, disclosed $20.8 million in
assets and $27.8 million in liabilities as of the Chapter 11
filing.

No creditors' committee or other official committee been appointed
in the case.


IASIS HEALTHCARE: S-1 Filing No Impact on Moody's 'B2' CFR
----------------------------------------------------------
Moody's Investors Service commented that the filing of a
registration statement for a proposed initial public offering on
Form S-1 by IASIS Healthcare Corporation, the parent company of
IASIS Healthcare LLC, is credit positive. However, the news has no
impact on the ratings of IASIS Healthcare LLC, including its B2
Corporate Family Rating and B2-PD Probability of Default Rating.
The stable rating outlook is also unchanged. While Moody's expects
that a portion of the proceeds will be used to repay debt and
reduce leverage, the extent of the positive impact will depend on
the amount of equity raised and debt repaid. The number of shares
to be offered and the price range for the proposed offering have
not yet been determined.

IASIS Healthcare LLC, a wholly owned subsidiary of IASIS Healthcare
Corporation (collectively IASIS) is an owner operator of acute care
hospitals in high growth urban and suburban markets. Headquartered
in Franklin, Tennessee, IASIS operates 15 acute care hospitals and
one behavioral health hospital across six states. IASIS also owns
and operates Health Choice, a managed care operation that includes
health plans, third party management and administrative services
(MSO) and accountable care network development and management.
IASIS generated approximately $2.5 billion in revenue in the fiscal
year ended September 30, 2014.



IHEARTCOMMUNICATIONS INC: Fitch Affirms 'CCC' IDR
-------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
iHeartCommunications, Inc. (iHeart) at 'CCC' and the IDR of Clear
Channel Worldwide Holdings, Inc. (CCWW) at 'B'. CCWW is an
indirect, wholly-owned subsidiary of Clear Channel Outdoor
Holdings, Inc. (CCOH) and iHeart's 89% owned outdoor advertising
subsidiary. iHeart's Rating Outlook remains Negative, while CCWW's
remains Stable.

Approximately $20.7 billion of debt outstanding as of Sept. 30,
2014, including $4.9 billion issued by CCWW is affected by Fitch's
action.

KEY RATING DRIVERS

123456789012345678901234567890123456789012345678901234567890123456
  -- The ratings reflect iHeart's highly leveraged capital
     structure. Fitch estimates current total and secured leverage
     of 11.7x and 7.2x, respectively as of the LTM period ended
     Sept. 30, 2014. Total leverage exceeds levels at the
     leveraged buyout, as a weak operating profile has limited
     EBITDA growth and free cash flow (FCF) generation. EBITDA
     has not returned to pre-downturn levels.

-- The ratings and Negative Outlook reflect the limited
    tolerance for further erosion of iHeart's operating profile
    and precarious liquidity position.

-- Fitch recognizes that the company completed a series of capital

    market transactions which have extended a material amount of
its
    secured maturities to 2019 and beyond providing much needed
    financial flexibility.

-- Fitch expects iHeart's FCF to be negative over the next two
    years reflecting the interest burden associated with the
    company's capital structure and operating profile.

-- 2016 Maturities totalling approximately $1.2 billion elevate
    the refinancing risk attributable to iHeart's credit profile.

Overall Fitch's ratings reflect the company's highly leveraged
capital structure, tenuous liquidity position with significant
scheduled maturities in 2016 and Fitch's expectation that the
company's considerable and growing interest burden will hinder
near-term FCF generation. Additionally the company's operating
profile is subject to ongoing technological threats and secular
pressures in radio broadcasting and exposure to cyclical
advertising revenue. The ratings are supported by the company's
leading position in both the outdoor and radio industries, as well
as the positive fundamentals and digital opportunities in the
outdoor advertising space.

iHeart is strongly positioned within a secularly challenged radio
sector. Fitch believe that iHeart's scale, dominant market
presence, especially in desirable DMAs, and established content and
strong on-air personality roster shields iHeart in the short-term
from recent declines experienced by other radio broadcasters.
iHeart is shifting towards a media centric and multi-distribution
platform strategy to address the on-going fragmentation in the
radio space. However, its limited financial flexibility may deter
or delay these efforts and jeopardize operations in the digital
era.

Fitch does not expect a material amount of improvement of iHeart's
credit profile or absolute debt reduction over the next several
years, given the expected negative FCF. Fitch estimates current
total and secured leverage of 11.7x and 7.2x, respectively as of
the LTM period ended Sept. 30, 2014. The company's FCF deficit
amounted to approximately $261.2 million during the LTM period
ended Sept. 30, 2014. Fitch anticipates that the company will
report similar FCF deficits during the current rating horizon
further pressuring the company's liquidity position.

Scheduled maturities during 2016 total approximately $1.2 billion
and pose significant refinancing risk within iHeart's credit
profile. Fitch expects iHeart will continue to explore asset sales
(including monetization of repurchased and outstanding notes) and
debt-funded dividends from Clear Channel Worldwide Holdings, Inc.
(CCWH) to support iHeart's liquidity. Fitch estimates that CCWH
could issue approximately $400 million-$450 million in order to
fund a dividend to its equity holders. Fitch's estimates are based
on CCWH's consolidated leverage ratio of 6.4x as of Sept. 30, 2014
and maximizing CCWH's 7.0x incurrence limitation. Net proceeds to
iHeart would be approximately $356 million-$401 million.

iHeart's previous announcement that its subsidiaries entered into
an agreement to sell 411 of broadcast communication tower sites and
related assets for up to $400 million to Vertical Bridge is in line
with Fitch's expectation that the company will consider asset sales
to support its liquidity position. Fitch recognizes that the towers
are non-core assets within iHeart's business model and believes
that the transaction does not affect iHeart's operational profile
materially.

As of Sept. 30, 2014, iHeart had approximately $318 million of
cash, excluding $204 million of cash held at CCOH. Backup liquidity
consists of an undrawn $535 million ABL facility (subject to an
undisclosed borrowing base) that matures in December 2017 and is
subject to springing maturities.

Security and Guarantees

The bank debt and PGNs are secured by the capital stock of iHeart,
iHeart's non-broadcasting assets (non-principal property), and a
second priority lien on the broadcasting receivables that
securitize the ABL facility.

The bank debt and secured notes are guaranteed on a senior basis by
iHeartMedia Capital I, Inc. (holding company of iHeart), and by
iHeart's wholly owned domestic subsidiaries. The senior guarantee
notes due 2021 benefit from a guarantee from the same entities,
although it is contractually subordinated to the secured debt
guarantees. There is no guarantee from Clear Channel Outdoor
Holdings, Inc (CCOH) or its subsidiaries. The legacy notes and the
new 10% notes receive no guarantees.

Recovery Ratings

iHeart's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company will be maximized in a
restructuring scenario (going concern), rather than a liquidation.
Fitch employs a 6x distressed enterprise value multiple reflecting
the value of the company's radio broadcasting licenses in top U.S.
markets. Fitch assumes going concern EBITDA at $860 million and
that iHeart has maximized the debt-funded dividends from CCOH and
used the proceeds to repay bank debt. Additionally, Fitch assumes
that iHeart would receive 89% of the value of a sale of CCOH after
the CCOH creditors had been repaid. Fitch estimates the adjusted
distressed enterprise valuation in restructuring to be
approximately $7 billion.

The 'CCC/RR4' rating for the bank debt and secured notes reflect
Fitch's estimate for a recovery range of 31%-50%. Fitch expects no
recovery for the senior unsecured legacy notes, the new 10% senior
notes, and senior guarantee notes due to their position below the
secured debt in the capital structure, and they are assigned 'RR6'.
However, Fitch rates the senior guaranteed notes 'CC' given the
subordinated guarantee.

CCOH's Recovery Ratings also reflect Fitch's expectation that
enterprise value would be maximized as a going concern. Fitch
stresses outdoor EBITDA by 15%, and applies a 7x valuation
multiple. Fitch estimates the enterprise value would be $4 billion.
This indicates 100% recovery for the unsecured senior notes.
However, Fitch notches the debt up only two notches from the IDR
given the unsecured nature of the debt. In Fitch's analysis, the
subordinated notes recover in the 31% to 50% 'RR4' range, leading
to no notching from the IDR.

RATING SENSITIVITIES

Negative: An inability to extend maturities would result in a
downgrade. This inability may derive from a prolonged consolidated
cash burn, whether driven by cyclical or secular pressures,
reducing iHeart's ability to fund debt service and near-term
maturities. Additionally, cyclical or secular pressures on
operating results that further weaken credit metrics could result
in negative rating pressure. Lastly, indications that a DDE is
probable in the near term would also drive a downgrade.

Positive: The current Rating Outlook is Negative. As a result,
Fitch's sensitivities do not currently anticipate a rating
upgrade.

As of Sept. 30, 2014, iHeart had approximately $20.7 billion in
consolidated debt. Debt held at iHeart was $15.8 billion and
consisted of:

-- $7.2 billion secured term loans ($931 million in 2016 and $6.3

    billion in 2019);

-- $5.3 billion secured PGNs, maturing 2019-2022;

-- $1.7 billion in senior unsecured 12% cash pay / 2% PIK notes
    maturing in February 2021;

-- $850 million senior unsecured 10% notes due 2018;

-- $725 million senior unsecured legacy notes, with maturities
    of 2016-2027.

Debt held at Clear Channel Worldwide Holdings, Inc. (CCWH) was $4.9
billion and consisted of:

-- $2.7 billion in senior unsecured 6.5% notes due in 2022;
-- $2.2 billion in subordinated 7.625% notes due 2020.

Fitch has affirmed the following ratings:

iHeartCommunications, Inc.

-- Long-term IDR at 'CCC';
-- Senior secured term loans at 'CCC/RR4';
-- Senior secured priority guarantee notes at 'CCC/RR4';
-- Senior unsecured guarantee notes due 2021 at 'CC/RR6';
-- Senior unsecured legacy notes at 'C/RR6'.

The Rating Outlook for iHeart is Negative.

Clear Channel Worldwide Holdings, Inc.

-- Long-term IDR at 'B';
-- Senior unsecured notes at 'BB-/RR2';
-- Senior subordinated notes at 'B/RR4'.

The Rating Outlook for Clear Channel Worldwide Holdings, Inc. is
Stable.



INTERGEN N.V.: S&P Affirms 'B+' CCR & Sr. Debt Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on InterGen N.V.  The outlook is stable. At
the same time, S&P affirmed the 'B+' rating on InterGen's senior
secured debt.  The recovery rating is '3', indicating S&P's
expectation that lenders could expect meaningful (50% to 70%)
recovery if a payment default occurs.  S&P's recovery expectations
are in the lower half of the 50% to 70% range.  S&P also revised
its assessment of the company's management and governance to 'fair'
from 'weak'.

"The stable outlook reflects our expectation that contracted cash
flows will be sufficient over the next few years to meet debt
service obligations," said Standard & Poor's credit analyst Stephen
Coscia.  "We expect contracted and total DSCRs through 2016 to be
at least 1.4x and 1.6x, respectively.  We expect POCF-to-interest
and POCF-to-debt to range from about 1.6x to 1.7x, and 12% to 14%,
respectively, over the next few years."

S&P would consider lowering the rating if there are operational
problems at the underlying assets or if financial performance falls
below S&P's expectations, such that projected POCF-to-interest
falls below 1.5x.

Strained merchant energy margins over the next few years could
limit the potential for a higher rating, but S&P would likely
consider an upgrade if it sees the U.K. markets rebounding and S&P
expects POCF-to-interest to reach at least 2.3x.



IPC CORP: S&P Retains 'B' CCR Over $40MM Loan Upsize
----------------------------------------------------
Standard & Poor's Ratings Services said that its corporate credit
rating on IPC Corp. (B/Stable) remains unchanged following the $40
million upsizing of the company's proposed first-lien senior
secured term loan to $595 million from $555 million and the
concurrent offsetting $40 million reduction of the proposed
second-lien senior secured term loan to $305 million from $345
million.  The issue-level rating on the first-lien term loan
remains 'B' with a recovery rating of '3' indicating S&P's
expectation for meaningful recovery (50% to 70%; low end of the
range) in the event of payment default.  Similarly, the issue-level
rating on the second-lien term loan remains 'B-' with a recovery
rating of '5' indicating S&P's expectation for modest recovery (10%
to 30%; low end of the range) in the event of payment default.

RATINGS LIST

IPC Corp.
Corporate Credit Rating             B/Stable/--
  $595 mil. first-lien term loan     
  Senior Secured                     B
   Recovery Rating                   3  
  $305 mil. second-lien term loan    
  Senior Secured                     B-
   Recovery Rating                   5



JAMES HARDIE: Moody's Assigns 'Ba2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating to
James Hardie International Finance Limited and Ba2-PD Probability
of Default Rating. Concurrently, Moody's assigned a Ba2 rating to
the proposed $325 million Senior Unsecured Notes due 2023 and
Speculative-Grade Liquidity (SGL) Rating of SGL-2. The rating
outlook is stable.

The proceeds from the proposed $325 million Senior Unsecured Notes
are anticipated to go toward repaying outstanding borrowings under
the company's $590 million bilateral credit facilities with current
outstandings of about $380 million.

The following rating actions were taken:

  Corporate Family Rating, assigned Ba2;

  Probability of Default Rating, assigned Ba2-PD;

  Proposed $325 million Senior Unsecured Notes due 2023, assigned
  Ba2 (LGD4);

  Speculative-Grade Liquidity Rating, assigned at SGL-2;

  Outlook is stable.

Ratings Rationale

The Ba2 Corporate Family Rating benefits from the continued
improvement in the company's already strong credit metrics over the
next 12-18 months. James Hardie's conservative balance sheet
management and deep-rooted industry expertise combined with solid
operating strategy eases Moody's concerns over the increase in debt
leverage due to the current debt issuance. The company's financial
policy sets a maximum of 2x net leverage ratio, Moody's believes
that there will be times when James Hardie will be higher than 2x
net leverage ratio but not for a significant period of time and
ultimately will adhere to its goal of 2x net leverage ratio. In
addition, the reputation and conservative operating strategy that
both have allowed James Hardie to grow into one of the largest
fiber cement producers in the world, makes Moody's comfortable in
the company's ability to manage its asbestos related liabilities on
an ongoing basis

However, the company's shareholder friendly activities place a
significant weight on the rating. For FY 2015 ending 3/31/2015,
James Hardie is anticipated to pay around $400 million in dividends
and special dividends to shareholders that are primarily related to
FY 2014 returns. This amount compares to the company's expected
cash flow from operations of $240 million resulting in the need for
additional capital. In September of 2014 (part of fiscal 2015),
James Hardie already drew $380 million from its $590 million bank
credit facilities (facilities' size subsequent to September 30,
2014) to fund capital expenditures, dividend payments, and the AIFC
contribution payment. Moreover, company's strong credit metrics,
including debt to EBITDA of below 1.5x with an assumed $325 million
of additional unsecured debt are overshadowed by the net asbestos
liability that on an undiscounted basis amounts to $1.29 billion as
of 9/30/2014. Moody's consider the asbestos liability to be
mitigated by the terms of Amended & Restated Final Funding
Agreement ("AFFA"). However, a certain percentage of its operating
cash flows must be put toward the asbestos fund thereby limiting
the cash flow available for the company's core business. Further,
the asbestos liability combined with dividend distributions and
share repurchases has lead to negative tangible net worth and
negative free cash flow generation. These metrics place a
significant burden on the rating.

The stable outlook reflects Moody's view that the company's
financial performance continues to improve.

The ratings could be upgraded if the company consistently
demonstrates positive free cash flow and tangible net worth as well
as show growth in revenue base. Additionally, elimination of the
asbestos liability could also result in a ratings upgrade.

The ratings could be downgraded if the company continues its
aggressive dividend policy and finances it with debt. Further, any
change in asbestos funding obligation, could result in a downgrade.
Also, EBIT/interest expense of less than 4.5x on a sustained basis
would be considered a trigger for downgrade.

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

James Hardie International Finance Limited is a wholly-owned
subsidiary of James Hardie Industries plc, domiciled in Ireland, is
a global manufacturer of fiber-cement products and systems for
internal and external building construction applications primarily
sold in the United States, Australia, New Zealand and the
Philippines. The company's revenues for the last twelve months
ended September 30, 2014 was $1.234 billion.



JAMES HARDIE: S&P Assigns 'BB-' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
corporate credit rating to James Hardie International Group Ltd.
The outlook is stable.

At the same time, S&P assigned its 'BB-' issue-level rating (same
as the corporate credit rating) and '3' recovery rating to borrower
James Hardie International Finance Ltd.'s $325 million senior
unsecured notes.  James Hardie International Finance Ltd. is a
wholly owned subsidiary of James Hardie Industries plc.  The '3'
recovery rating on the notes indicate S&P's expectation for
meaningful (50% to 70%) recovery in the event of payment default.

"The stable rating outlook reflects our expectation that the
company will maintain total leverage (including asbestos
liabilities, which we view as akin to debt) at a level commensurate
with an "aggressive" financial risk profile despite our expectation
that the company will need higher debt levels to fund growth," said
Standard & Poor's credit analyst Maurice Austin.

S&P views a downgrade as highly unlikely within the next 12 months,
given its favorable outlook for home construction and remodeling
spending.  However, S&P could take such an action if the company
encounters difficulties in executing its capital management plan or
financial policy decisions cause a higher-than-expected increase in
debt such that leverage increases above 5x and FFO to debt declines
to below 12%, in line with a "highly leveraged" financial risk
assessment.

An upgrade is unlikely within the next 12 months because S&P
expects the company will need to finance its expansion plans during
the next three years, resulting in debt leverage remaining below
5x, in line with S&P's assessment of financial risk as
"aggressive."



KALSON MARKETING: In Bankruptcy; Creditors' Meeting on Feb. 11
--------------------------------------------------------------
Kalson Marketing Ltd., located at 5101 Orbitor Drive in City of
Mississauga, Municipality of Peel, Ontario, filed for bankruptcy
and the first meeting of creditors will be held on Feb. 11, 2015,
at 11:00 a.m. at the office of:

   Robert Charles
   trustee in bankruptcy
   606 365 Evans Avenue
   Toronto, ON M8Z 1K2
   Tel: (416) 486-9660
   Fax: (416) 486-8024
   Email: info@robertcharlesbankruptcy.com


KIRK-HUGHES: Creditor Loses Appeal Over Claim Priority
------------------------------------------------------
The Supreme Court of Idaho, Boise, affirmed in all respects a lower
court ruling in the case over a dispute between two creditors as to
whose claim against their debtor's property has priority.

The respondents, Alan and Marilyn Golub, recorded a judgment in the
amount of $941,000 against their judgment debtor, Kirk-Hughes
Development, LLC, giving the Golubs a judgment lien on property
owned by KHD in Kootenai County.  KHD now claims to have executed a
deed of trust on the property in question several years before the
Golubs acquired their lien. The beneficiary of the deed of trust is
another defendant, Kirk-Scott, Ltd.  The district court granted
summary judgment to the Golubs, finding that Golubs' duly recorded
judgment lien had priority over KS' prior, unrecorded deed of
trust.  KS timely appealed.

KHD filed for Chapter 11 bankruptcy on April 6, 2009.

The case is, ALAN GOLUB and MARILYN GOLUB, husband and wife,
Plaintiffs-Respondents, v. KIRK-SCOTT, LTD., a Texas corporation,
Defendant-Appellant, and KIRK-HUGHES DEVELOPMENT, LLC, a Delaware
limited liability company; INTERNAL REVENUE SERVICE; TOMLINSON
NORTH IDAHO, INC., an Idaho corporation; GERALDINE KIRK-HUGHES and
PETER SAMPSON, husband and wife; KIRK-HUGHES & ASSOCIATES, INC., a
Nevada corporation; KELLY POLATIS, an individual; DELANO D. and
LENORE J. PETERSON, husband and wife, Defendants, Docket No. 41505,
2015 Opinion No. 12.  A copy of the Supreme Court's January 30,
2015 decision is available at http://is.gd/VGDH4nfrom Leagle.com.

Matthew Z. Crotty, Esq. -- matt@crottyandson.com -- at Crotty &
Son, PLLC, in Spokane, Washington, argues for Kirk-Scott, Ltd.

The respondents are represented by:

     Michael T. Howard, Esq.
     WINSTON & CASHATT
     250 Northwest Boulevard, Suite 206
     Coeur d'Alene, ID 83814
     Tel: (208) 667-2103
     Fax: (208) 765-2121


LEHMAN BROTHERS: Raises Estimate of Cash for Creditors to $90.6-Bil
-------------------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that the team unwinding Lehman Brothers Holdings Inc. boosted its
estimate of how much cash it expects to bring in for creditors to
$90.6 billion, buoyed primarily by a settlement with Lehman
Brothers Bankhaus A.G., the German arm of Lehman's
investment-banking operation.

According to the report, the new projection represents a $1.8
billion increase over an estimate late last summer of $88.8
billion, according to the company's most recent cash flow
estimates, filed with the U.S. Bankruptcy Court in Manhattan.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Trustee Gets Approval of Pimco Settlement
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that James W. Giddens, the trustee for Lehman Brothers Inc., the
liquidating broker, got court permission for a settlement with
Pacific Investment Management Co. LLC.

As previously reported by The Troubled Company Reporter, citing The
Wall Street Journal, the agreement would settle more than $187
million in claims against the brokerage at a fraction of their
asserted value.  The deal addresses 81 claims and would leave
Pimco, a unit of German insurer Allianz SE, with an outstanding
$147 million general unsecured claim against the brokerage.  Some
Pimco clients also would receive a total of $25.6 million in
returned collateral.

The settlement has the customers dropping their claims and
receiving approved unsecured claims for $146.6 million, resulting
in the release of $30.6 million in collateral held by a third
party, the Bloomberg report related.  Pimco's customers and the
Lehman parent will share collateral released by the third party,
Bloomberg further related.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was   
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

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

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

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

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

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

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

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

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


LIBERTY TOWERS: US Trustee to Continue Creditors' Meeting Feb. 13
-----------------------------------------------------------------
The U.S. Trustee for Region 2 will continue the meeting of
unsecured creditors of Liberty Towers Realty LLC on Feb. 13, at
10:30 a.m., according to a filing with the U.S. Bankruptcy Court
for the Eastern District of New York.

                  About Liberty Towers

Liberty Towers Realty LLC sought bankruptcy protection in Brooklyn,
New York (Bankr. E.D.N.Y. Case No. 14-45187) on Oct. 15, 2014, just
three years after the dismissal of its previous Chapter 11 case.

The petition was signed by Toby Luria as member.  The Debtor
estimated assets and debts of $10 million to $50 million.  The
Carlebach Law Group serves as the Debtor's counsel.

Liberty Towers' case was initially assigned to Judge Carla E. Craig
but has been reassigned to Judge Elizabeth S. Stong due to
Liberty's previous bankruptcy case (Case 11-42589).  The previous
case was dismissed July 27, 2011.

Related entity Liberty Towers Realty I, LLC, also sought bankruptcy
protection (Case No. 14-45189) on Oct. 15, 2014.



LIFE UNIFORM: Seeks Dismissal of Ch. 11 Case
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that Life Uniform, at one time a retailer of hospital uniforms and
accessories with 205 stores, has asked the bankruptcy court in
Delaware to dismiss its Chapter 11 case because it won't be able to
propose a Chapter 11 plan.

According to the report, if the judge agrees at a March 27 hearing,
some $1.2 million of expenses of the Chapter 11 case other than
professionals will be paid in full.  Professionals will share about
$750,000 on account of fees totaling some $1.1 million, while
nothing will be left for unsecured creditors, the report said.

                        About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation
decided to enter the retail uniform industry.  The first Life
Uniform store opened in 1965 in Clayton, Missouri.  At present,
Life Uniform is the nation's largest independently owned medical
professional supplier.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability
and overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  Life Uniform Holding disclosed $10,695,870 in
assets and $36,821,034 in liabilities as of the Chapter 11
filing.

Life Uniform and Uniform City received court authority on July 26
to sell the business for $22.6 million to Scrubs & Beyond LLC.
There were no competing bids, so an auction wasn't held.

First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan.  CapitalSource is
represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and
Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP.

Sun Uniforms Finance LLC is owed $6.1 million in principal on a
second lien note and holds two additional notes, each in the
original principal of $1.08 million.  Angelica Corp. holds an
unsecured junior subordinate not in the principal amount of $5.48
million.

Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg,
LLP, serves as the Debtors' counsel.  Epiq Bankruptcy Solutions
acts as the Debtors' administrative agent, and claims and noticing
agent.  he Debtors' financial advisor is Capstone Advisory Group,
LLC.  rowe Horwath LLP serves as tax accountants and Brown Smith
Wallace LLC as wind-down tax accountants.

Richard Stern, Esq., at Luskin Stern & Eisler LLP, was appointed
independent fee examiner in the case.  Luskin, Stern & Eisler LLP
serves as his counsel and The Rosner Law Group LLC, serves as his
Delaware counsel.

The Official Committee of Unsecured Creditors is represented by
Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian,
Esq., at Cousins Chipman & Brown, LLP as counsel.

The U.S Trustee for Region 3 appointed Boris Segalis of
InfoLawGroup LLP as consumer privacy ombudsman in the case.


LLS AMERICA: Trustee Wins C$228,900 Judgment Against Bjarnasons
---------------------------------------------------------------
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 awarded Judgment against defendants Rory and Cathy
Bjarnason, jointly and severally, as follows:

     a. Judgment C$228,900;

     b. Plus prejudgment interest of C$5,903.80 from July 21, 2009
to January 14, 2015, and continuing thereafter until entry of the
judgment, at the federal rate of 0.47% per annum; and

     c. Plus taxable costs in the amount to be determined by the
Court d. Plus post-judgment interest from the date of Judgment
until fully paid at the federal rate of 0.23% per annum (28 U.S.C.
Sec. 1961).

All proofs of claim filed by Defendants in the bankruptcy
proceedings or any claims that may arise are disallowed pursuant to
11 U.S.C. Sec. 502(d) unless and until the avoided transfers are
returned to the Trustee-Plaintiff.

A copy of the Court's Jan. 15 Judgment is available at
http://is.gd/CrrHvZfrom 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.


LLS AMERICA: Trustee Wins C$388,219 Judgment Against Toews
----------------------------------------------------------
Chief District Judge Rosanna Malouf Peterson of the U.S. District
Court for 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 awarded Judgment against
defendants Rory and Cathy Bjarnason, jointly and severally, as
follows:

Ruled that Bruce P. Kriegman, solely in his capacity as
court-appointed Chapter 11 Trustee for debtor LLS America, LLC, is
awarded Judgment against defendant Geoff Toews, as follows:

     a. Judgment of C$388,219.39;

     b. Plus prejudgment interest of C$10,012.98 from July 21, 2009
to January 14, 2015, and continuing thereafter until entry of this
judgment at the federal rate of 0.47% per annum;

     c. Plus taxable costs in the amount to be determined by the
Court; and

     d. Plus post-judgment interest from the date of Judgment until
fully paid at the federal rate of 0.23% per annum (28 U.S.C. Sec.
1961).

All proofs of claim filed by Defendant in the Debtor's Bankruptcy
proceedings or any claims that may arise are disallowed pursuant to
11 U.S.C. Sec. 502(d) unless and until the avoided transfers are
returned to the Trustee-Plaintiff.

A copy of the Court's Jan. 15 Judgment is available at
http://is.gd/XjtVN0from 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.


MACKEYSER HOLDINGS: Court Confirms Ch. 11 Liquidating Plan
----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on Feb. 2, 2015, signed a findings of fact,
conclusions of law, and order confirming the first amended joint
plan of liquidation proposed by Mackeyser Holdings, LLC, et al.,
and the Official Committee of Unsecured Creditors.

As previously reported by the TCR, distributions under the Plan,
which is co-proposed by the Official Committee of Unsecured
Creditors, is premised under a "Liquidating Trust Waterfall,"
which will be as follows:

   (i) first, Allowed Administrative Claims, to the extent that
       these claims have not been satisfied from the
       Administrative Claims Reserve;

  (ii) second, to the repayment of the Initial Liquidating Trust
       Funding Amount to Health Evolution Partners Fund I (AIVI),
       f/k/a Health Evolution Partners Growth (AIV I), LP, which
       will satisfy in part the Allowed DIP Facility Claim;

(iii) third, until the Liquidating Trust Budget Amount is paid in
       full, 50% to pay the Allowed DIP Facility Claim and 50% to
       pay the Liquidating Trust Budget Amount;

  (iv) fourth, until the Allowed DIP Facility Claim is paid in
       full, 80% to pay the Allowed DIP Facility Claim and 20% to
       pay Allowed Priority Claims;

   (v) fifth, until HEP has received $500,000 on account of the
       Allowed HEP Prepetition Secured Claim, 65% to pay the
       Allowed HEP Prepetition Secured Claim and 35% to pay
       Allowed Priority Claims;

  (vi) sixth, until HEP has received $1,000,000 on account of the
       Allowed HEP Prepetition Secured Claim, 50% to pay the
       Allowed HEP Prepetition Secured Claim and 50% to pay
       Allowed Priority Claims;

(vii) seventh, until the Allowed HEP Prepetition Secured Claim is
       paid in full, 35% to pay the Allowed HEP Prepetition
       Secured Claim and 65% to pay Allowed Priority Claims; and

(viii) eighth, after the Allowed HEP Prepetition Secured Claim is
       paid in full, 100% to pay Allowed Priority Claims.

The plan was made possible by a court-approved settlement with
Health Evolution Partners Inc. under which the majority owner and
lender agreed to subordinate a portion of its bankruptcy financing
claim and compromise its pre-bankruptcy secured claim through a 35%
reduction and partial subordination, according to the disclosure
statement.  Recoveries under the proposed plan for general
unsecured creditors and HEP on its pre-bankruptcy secured claim are
"unknown," Bloomberg News reported.

On or prior to the effective date, the Debtors will transfer to the
Meyers Family Agreement of Trust payment in the full amount of
$145,000 and, upon receipt of the payment: (i) Claim Nos. 1371,
1373 and 1374 will be deemed to be disallowed; (ii) on account of
its Claim No. 1375, Meyers will be deemed to have an Allowed Class
1 - Miscellaneous Secured Claim in the amount of $145,000, which
claim will be deemed satisfied in full by the payment of the
settlement payment; (iii) on account of its Claim No 1372, Meyers
will be deemed to have an Allowed Class 4 - General Unsecured Claim
in the amount of $215,000; (iv) all motions filed in Adv. P. No.
14-50699 are deemed withdrawn with prejudice; (v) the complaint
will be dismissed with prejudice and discontinued; and (vi) all
other claims or causes of action between Meyers and the Debtors are
deemed to be released and forever waived and discharged.

The Plan Order provides that none of the directors and officers of
any of the Debtors are exculpated or otherwise released under the
Plan for any acts or omissions prior to the commencement of the
Chapter 11 cases, and the Debtors' transfer of any causes of action
to the Liquidating Trust will not impair or preclude Dr. Joseph
Kurstin and Jukor Acquisition, Inc., from prosecuting any direct
suit, action or other proceeding of any kind against any entities
or persons not expressly exculpated or otherwise released by the
Plan.

                    About MacKeyser Holdings

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

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

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

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

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


MANAGED STORAGE: Dist. Judge Reinstates Clawback Suit v. Avnet
--------------------------------------------------------------
District Judge Leonard P. Stark breathed life back into an
avoidance lawsuit launched by Jeoffrey L. Burtch, chapter trustee
of ManagedStorage International, Inc. and its related affiliates.
Judge Stark reversed and remanded the order of the bankruptcy court
dated November 26, 2012, that dismissed the lawsuit.

Burtch sued Avnet in 2012 to avoid and recover from preferential
transfers of property made for or on account of antecedent debt in
the 90 days prior to the filing of the Debtors' bankruptcy
petition.  Avnet moved to dismiss the Preference Claims, asserting
that the Trustee's claims against Avnet had been released by the
its Stipulation and Release with the Debtors.

Managed Storage International, Inc. and its affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Case No. 09-10368)
on Feb. 4, 2009.  On that same day the Debtors filed a motion for
approval of bid procedures and a motion to sell all their assets
free and clear of liens to Laurus Master Fund, Ltd., or to a
higher and better bidder.

As reported by the Troubled Company Reporter, the Bankruptcy Court
on April 2, 2009, approved the sale to Laurus. At that time, Avnet,
the Debtors and the Official Unsecured Creditors' Committee entered
into a stipulation providing for the segregation of the proceeds of
the Avnet collateral.  The Court approved the stipulation on April
14, 2009.

Notwithstanding the stipulation, the Debtors did not segregate the
proceeds of the Avnet collateral.  As a result, Avnet filed a
Motion on Feb. 24, 2010, seeking a turnover of its collateral from
Laurus.  The hearing on the Avnet motion was continued several
times and, ultimately, a further stipulation was executed by
Avnet, the Debtors, and Laurus whereby Laurus paid Avnet $975,000
and the parties exchanged certain releases.  The Stipulation
provided for a release of the Debtors by Avnet and a release of
Avnet and its predecessors successes, and assigns by the Debtors
and their predecessors, successors and assigns from any and all
claims relating to the Debtors and their chapter 11 cases.  The
Stipulation was submitted under certification of counsel and the
Court approved it on May 19, 2010.

The Bankruptcy Court converted the Debtors' cases to chapter 7 on
Nov. 3, 2010, and appointed Jeoffrey L. Burtch as chapter 7
trustee.  Around that time, Avnet acquired Bell as evidenced by a
Certificate of Merger filed in New York on Dec. 22, 2010.

The Chapter 7 Trustee sued Avnet to avoid and recover $5,444,541 as
an alleged preference.

The case before the District Court is, JEOFFREY L. BURTCH,
Appellant, v. AVNET, INC., Appellee, C.A. NO. 13-060-LPS (D. Del.).
A copy of Judge Stark's January 16, 2015 Memorandum Order is
available at http://is.gd/mifbNDfrom Leagle.com.

Trustee Jeoffrey L. Burtch is represented by:

     Susan E. Kaufman, Esq.
     Robert Grant Dick, IV, Esq.
     COOCH & TAYLOR
     The Brandywine Building
     1000 West St., 10th Floor
     Wilmington, DE 19801
     Tel: 302-984-3800
     E-mail: skaufman@coochtaylor.com
             gdick@coochtaylor.com

Avnet Inc., is represented by:

     Dennis Anthony Meloro, Esq.
     GREENBERG TRAURIG, LLP
     The Nemours Building
     1007 North Orange Street, Suite 1200
     Wilmington, DE 19801
     Tel: 302-661-7395
     E-mail: melorod@gtlaw.com

          - and -

     Annapoorni Sankaran, Esq.
     GREENBERG TRAURIG, LLP
     1000 Louisiana Street, Suite 1700
     Houston, TX 77002
     Tel: 713-374-3658
     Fax: 713-754-6608
     E-mail: sankarana@gtlaw.com


MANITOWOC CO: S&P Revises Outlook to Negative & Affirms 'BB-' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Wisconsin-based crane and food service equipment manufacturer
Manitowoc Co. Inc. to negative from stable.  At the same time, S&P
affirmed its 'BB-' corporate credit rating and issue ratings on the
company.

"The outlook revision on Manitowoc Corp. follows its announcement
that it intends to spin off its food service equipment business and
form two stand-alone companies, one focused on cranes and the other
on food equipment," said Standard & Poor's credit analyst Jaissy
Lorenzo.  The company expects to complete the spin-off in the first
quarter of 2016.  At this time, S&P believes there is some risk
that Manitowoc post spin-off will not have the business risk
profile and capital structure that can support S&P's 'BB-' rating.
The food service business previously helped offset some of the
cyclicality inherent in the cranes segment and provided some
diversification benefit to the company.  Manitowoc expects credit
metrics to be consistent with or better than current measures post
the spin-off.  However, it is unclear what the specific capital
structure will be after the spin-off.

The outlook is negative.  S&P could lower the rating if Manitowoc's
post spin-off business risk profile or capital structure does not
support S&P's 'BB-' corporate credit rating given the highly
cyclical nature of the crane business and uncertainty regarding the
planned financing of the spin-off.

S&P could revise the outlook to stable if the revised capital
structure results in credit metrics that support the current rating
even if S&P was to take a dimmer view of the stand-alone crane
company's business risk profile.



MATTESON, IL: Moody's Withdraws B1 GOULT & B3 GOLT Ratings
----------------------------------------------------------
Moody's Investors Service has withdrawn the Village of Matteson
IL's B1 general obligation unlimited tax (GOULT) rating and B3
general obligation limited tax (GOLT) rating. The B1 rating applied
to $22.0 million of GOULT debt, and the B3 rating applied to $25.3
million of GOLT debt. The withdrawal reflects the lack of
sufficient information needed to maintain the ratings. Village
officials failed to provide necessary and pertinent information on
finances and debt. For example, officials failed to provide
information on projected financial results for fiscal 2015, which
concludes on April 30; anticipated budget plans for fiscal 2016;
plans to address an increase in annual pension costs in fiscal
2017; and plans to address a significant increase in annual debt
service payments on the Series 2010 GOLT Debt Certificates in 2018.
Moody's have determined that Moody's are no longer able to maintain
the ratings without these pieces of forward-looking information.
This action concludes a review for possible withdrawal that Moody's
initiated on December 15, 2014.

Summary Rating Rationale

Moody's has withdrawn the ratings because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the ratings.



METAVATION LLC: GM Allowed $13.2MM Claim, But Can't Collect Now
---------------------------------------------------------------
General Motors LLC seeks to compel immediate payment of GM's First
Priority Secured Claim from the bankruptcy estate of TPOP, LLC
f/k/a Metavation, LLC.  GM claims entitlement to $13,295,175
currently held in escrow following the sale of TPOP.  Metavation's
assets have been sold and funds sufficient to pay GM are currently
available, if GM's claim is allowed. The Debtor opposes the Motion
on numerous grounds.

Bankruptcy Judge Brendan Linehan Shannon finds that GM is
contractually entitled to repayment of the amount sought, subject
to further proceedings to determine whether the Debtor has any
valid affirmative defenses, set-offs, or counterclaims that may
serve to reduce GM's claim. The Court further determines that GM
has not carried its burden to show that immediate payment of its
claim is warranted.  Accordingly, while GM's claim will be allowed
in the amount of $13,295,175, the Court will not direct immediate
payment.  The Court also directs the parties to meet and confer on
a scheduling order for the Court's consideration of the Debtor's
affirmative defenses, set-offs, or counterclaims.

Metavation was a Michigan-based manufacturer of precision machined
components and assemblies, including dampers, engine components,
knuckles, and driveline products for the automotive industry.
Formed in 2008 through the acquisition of multiple predecessor
companies, Metavation used advanced engineering and manufacturing
capabilities to become a leading supplier of engine and
transmission dampers. GM was one of the company's major customers.

Metavation filed a Chapter 11 petition on July 22, 2013, four days
after the Debtor, Revstone Industries, LLC, certain affiliates, and
the Debtor's major customers entered into an Automotive Sale
Transactions Support Agreement.  The Sale Support Agreement
provided that Metavation and a number of related businesses would
be sold while GM and Chrysler Group, LLC as supporting customers
would provide financing to support operations until all sales
closed.  If the Debtor complied with its obligations under the Sale
Support Agreement, GM agreed to forgo repayment of its loans. GM
contends, and the Debtor does not dispute, that $6,302,129 of GM's
total claim constitutes Retained Participations that are not
subject to the forgiveness provisions in the Sale Support
Agreement. Only $6,933,046 of GM's claim is thus directly at issue
in this action.

The parties stipulated that the Court would first resolve the
contractual issues underlying this dispute.  Judge Shannon finds
that the Debtor's default relieves GM of its loan forgiveness
obligations, and said phase two of this litigation will focus on
whether the Debtor has any affirmative defenses, set-offs,
counterclaims that may reduce the amount of GM's claim.

Judge Shannon also said a second issue raised by the parties will
also be addressed during phase two.  This issue relates to a $3.8
million Sale Support Payment that the Debtor argues GM is
contractually obligated to pay. GM contends that because there has
been an event of default under the Sale Support Agreement, it is
relieved of its obligation to make this payment. The Debtor briefly
touched on this issue in its papers and at oral argument. The Court
views this issue as more appropriately dealt with during the next
stage of litigation as the record on this issue has not been
sufficiently developed.

A copy of the Court's January 30, 2015 Opinion is available at
http://is.gd/32Q7uVfrom Leagle.com.

Counsel to TPOP:

     Alan J. Kornfeld, Esq.
     Colin R. Robinson, Esq.
     PACHULSKI STANG ZIEHL & JONES, LLP
     919 North Market Street, 17th Floor
     Wilmington, DE 19801
     Tel: 302-652-4100
     Fax: 302-652-4400
     E-mail: akornfeld@pszjlaw.com
             crobinson@pszjlaw.com

GM is represented by:

      Jeffrey R. Waxman, Esq.
      MORRIS JAMES LLP
      500 Delaware Avenue, Suite 1500
      Wilmington, DE 19801-1494
      Tel: (302) 888-6800
      E-mail: jwaxman@morrisjames.com

                 - and -

      Lawrence J. Murphy, Esq.
      Scott B. Kitei, Esq.
      HONIGMAN MILLER SCHWARTZ AND COHN LLP
      2290 First National Building
      660 Woodward Avenue
      Detroit, MI 48226
      Tel: (313) 465-7560
      Fax: (313) 465-7561
      E-mail: lmurphy@honigman.com

                About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of truck
parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No.
12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon oversees
the case.  Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and
Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP
represent Revstone.  In its petition, Revstone estimated under $50
million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  

Greenwood estimated $1 million to $10 million in assets and $10
million to $50 million in debts.  US Tool & Engineering estimated
under $1 million in assets and $1 million to $10 million in debts.

The petitions were signed by George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 (Bankr. D. Del. Case No. 13-11831) on July
22, 2013, to sell the bulk of its assets to industry rival Dayco
for $25 million.  Following the sale, Metavation changed its name
to TPOP LLC.

Metavation tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.

                           *     *     *

Revstone Industries, LLC, Spara, LLC, Greenwood Forgings, LLC, and
US Tool & Engineering, LLC, on Dec. 10, 2014, filed with the
Bankruptcy Court a joint Chapter 11 plan and disclosure statement,
which incorporate the Bankruptcy Court-approved settlement between
the Debtors and each of their respective debtor and non-debtor
subsidiaries, except TPOP LLC fka Metavation, the Pension Benefit
Guaranty Corporation, the Official Committee of Unsecured
Creditors, and Boston Finance Group, LLC, and a separate
intercompany settlement among Revstone and Spara and each of their
respective debtor and non-debtor subsidiaries.

Under the Plan, Revstone's unsecured creditors with claims ranging
from $24.5 million to $41.5 million, the projected recovery is 7.2%
to 12.2%.  For unsecured creditors of affiliate Spara LLC, the
predicted recovery is about 4.2% to creditors with some $13 million
in claims, while unsecured creditors of Greenwood Forgings LLC and
US Tool & Engineering LLC don't get anything.

The PBGC is projected for recovery of $77 million, although not
less than $75 million, after giving credit to money earmarked for
unsecured creditors.

Judge Shannon on Jan. 15, 2015, approved the disclosure statement
explaining the Chapter 11 Plan and scheduled the confirmation
hearing to commence on March 5, 2015, at 10:00 a.m. (prevailing
Eastern time).  Plan votes are due Feb. 20.  Objections are also
due Feb. 20.

Blacklined versions of the Plan and Disclosure statement are
available at http://bankrupt.com/misc/REVSTONEplan0114.pdf


MICHAEL J. 662: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Michael J. 662 Cattle Dr. LLC
        1901 Pecan Lane
        Lake Jackson, TX 77566

Case No.: 15-50308

Chapter 11 Petition Date: February 2, 2015

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Hon. Craig A. Gargotta

Debtor's Counsel: Heidi McLeod, Esq.
                  HEIDI MCLEOD LAW OFFICE PLLC
                  3201 Cherry Ridge, Suite C-300
                  San Antonio, TX 78230
                  Tel: (210) 853-0092
                  Email: heidimcleodlaw@gmail.com

Total Assets: $3.4 million

Total Liabilities: $2.1 million

The petition was signed by Michael J. Badgett, manager.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb15-50308.pdf


MIDAS INTERMEDIATE: New $100MM Notes No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service stated that the proposed $100 million
add-on to Midas Intermediate Holdco II, LLC's (funding vehicle for
SK Holdco, LLC -- "Service King") existing $200 million senior
unsecured notes would have no impact on ratings. The B2 Corporate
Family rating is unaffected, and the stable outlook continues.

Midas Intermediate Holdco II, LLC (funding vehicle for SK Holdco,
LLC and Service King, Inc.)

Existing ratings include:

  Corporate family rating of B2

  Probability of default rating at B2-PD

  $100 million senior secured revolving credit facility
  at Ba3(LGD2)

  $355 million senior secured term loan B at Ba3(LGD2)

  $40 million senior secured delayed drawdown term loan B
  at Ba3(LGD2)

  $300 million senior unsecured notes at Caa1(LGD5)

Ratings Rationale

"The new $100 million being raised will pay off $50 million in
revolving credit facility borrowings that have financed the most
recent spate of acquisitions, with the remainder net of fees to
fund future acquisitions," stated Moody's Vice President Charlie
O'Shea. "Built into Moody's B2 rating and stable outlook is the
understanding that Service King will grow rapidly via acquisition
as the vehicle repair and collision segment continues to
consolidate."

The B2 corporate family rating reflects the company's weak credit
metrics, led by pro forma debt/EBITDA of around 6.5 times,
reasonable interest coverage of around 2 times, and its formidable
market position and relationships with a large number of prominent
insurance carriers throughout its network. The stable outlook
reflects Moody's expectation for reductions in leverage over the
next 12-18 months, with an acquisition strategy that will serve to
extend the company geographically and deepen its insurance carrier
relationships. Ratings could be upgraded if debt/EBITDA was
sustained below 5.75 times and EBITA/interest was sustained above 2
times. Ratings could be downgraded if operating performance were to
deteriorate or financial policy decisions resulted in debt/EBITDA
not improving such that it began to trend towards 6.5 times over
the next 12-18 months. It is important to note that key to Moody's
calculations will be the inclusion of acquired EBITDA (subject to
reasonable adjustments) funded by debt.

The Ba3 ratings assigned to the $100 million secured revolver, $355
million senior secured term loan, and $40 million senior secured
term loan reflect their senior position in the capital structure,
as well as the cushion provided by the now-$300 million senior
unsecured notes, which are rated Caa1. The ratings also reflect the
application of Moody's Loss Given Default methodology.

Headquartered in Richardson, Texas, Service King is a leading
provider of vehicle body repair services, with around 220 locations
in 20 states in the US. Annual revenues of around $700 million are
expected for FYE 2014.

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



MINERAL PARK: Gets Approval to Sell Mine to Origin for $10-Mil.
---------------------------------------------------------------
Mineral Park, Inc. and Bluefish Energy Corp. received court
approval to sell their assets to Origin Mining Company, LLC.

Origin has offered to pay $10 million for the assets, which include
Mineral Park's mining operations and Bluefish Energy's generator
that supplied power to the company's Arizona mine.

The private sale approved by U.S. Bankruptcy Judge Kevin Carey also
sees Origin assume environmental liabilities and frees up $3.5
million in cash collateral for Mineral Park.

The bankruptcy judge overruled objections from creditors who argued
that auctioning the assets separately would bring greater returns
than a private deal.

In his 30-page decision, Judge Carey said that Origin's offer for
the assets was the "highest and best offer" received by the
companies.

Trafigura AG, a secured creditor of Bluefish, previously submitted
a credit bid of $11.4 million for the generator, saying the
consideration to be paid by Origin for the assets of both companies
"is less than the value of the Bluefish assets alone."

Mineral Park defended the private sale, saying Trafigura owed them
more than $4.5 million, which makes its offer smaller than it
seemed.

The company also argued that the assets should be sold together,
pointing out that the mine can't operate without the generator and
that the latter can't be sold without the mine.

Meanwhile, Mineral Park's official committee of unsecured called
for the sale of the assets at a public auction with Origin serving
as the stalking horse bidder.  The group dropped its opposition at
the sale hearing.

The private sale also drew flak from Mohave State Bank.  Mohave
complained the terms of the sale do not provide the bank with
"adequate protection" of its security interests in the assets.

                    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.


MONEY TREE: Innovate Loan Fails to Dismiss Plan Committee's Suit
----------------------------------------------------------------
District Judge W. Louis Sands, Sr., in Albany, Georgia, denied
defendant Innovate Loan Servicing Corp.'s Motion for Judgment on
the Pleadings in the lawsuit, POST-CONFIRMATION COMMITTEE FOR SMALL
LOANS, INC., Plaintiff, v. INNOVATE LOAN SERVICING CORPORATION, et
al., Defendants, Case No. 1:13-CV-191 (WLS)(M.D. Ga.).

Debtors The Money Tree of Georgia, Inc., Small Loans, Inc., The
Money Tree, Inc., The Money Tree of Florida, Inc., and The Money
Tree of Louisiana, Inc., were engaged in the consumer finance
business in Georgia, Alabama, Florida, and Louisiana, respectively.
The Debtors, who were insolvent since at least 2009, filed
voluntary Chapter 11 petitions on December 16, 2011, in the
Bankruptcy Court for the Middle District of Alabama.  The Debtors'
creditors are primarily individual investors in Georgia.

The Post-Confirmation Committee for Small Loans, Inc., was formed
pursuant to an Amended Joint Plan of Liquidation, and has standing
to bring any claims and causes of action held by the Debtors'
estates.  The Plan expressly preserved claims against Innovate Loan
Servicing Corp.

Another defendant, Best Buy Autos of Bainbridge, Inc., a Georgia
corporation and subsidiary of TMG, was in the business of selling
and financing automobiles to subprime borrowers.  Best Buy
generated accounts receivable when it financed the purchase of
automobiles by consumers, typically held the promissory notes, and
collected the accounts in the ordinary course of its business. Best
Buy financed its operations by borrowing cash from TMG, and owes
TMG at least $16.97 million.

Best Buy and Innovate entered into a Purchase and Sale Agreement of
Contracts, dated June 23, 2010, pursuant to which Best Buy assigned
accounts with a face value of at least $880,000 in exchange for
$749,236 in cash.  The actual value of the assigned accounts was
substantially higher than either of those figures because the
accounts bore an average interest rate above 21%.

The contract required Best Buy to repurchase unpaid accounts.  Best
Buy's management did not understand the import of the repurchase
obligations when the 2010 Agreement was signed and, although
management was advised against entering the 2010 Agreement by at
least one third party, they would not have entered into that
Agreement if they had understood the terms.

Best Buy and Innovate entered into a second agreement dated
December 14, 2011, pursuant to which Best Buy assigned accounts
receivable with a face value of at least $5,210,339.97 in exchange
for $4,428,788.98 in cash.  The 2011 Agreement was executed two
days prior to the Debtors' bankruptcy filing.

As with the 2010 Agreement, the actual value was significantly
higher than the face value or amount paid because the accounts bore
an average interest rate above 19%.  Under the 2011 Agreement, Best
Buy assumed the same repurchase obligations contained in the 2010
Agreement.

Innovate conducted extensive due diligence and purchased the
highest quality accounts owned by Best Buy.  Those accounts were
also secured by the vehicles' titles.  These actions by Innovate
eliminated most of the risk associated with purchasing the
referenced accounts.  Pursuant to the 2010 Agreement, Best Buy
guaranteed nine monthly payments to Innovate by the account
debtors.  If any of those payments were not made on a particular
account, Innovate could require Best Buy to repurchase that
account.

Pursuant to the terms of the 2011 Agreement, Best Buy guaranteed
three monthly payments or six biweekly payments to Innovate by the
account debtors.  If any of those payments were not made, Innovate
could require Best Buy to repurchase that account.  As a result of
the repurchase obligations, Best Buy was required to pay Innovate
more than $1 million to repurchase accounts.

The Committee's Amended Complaint, which was filed on February 26,
2014, seeks to set aside the 2010 and 2011 Agreements and the
repurchase obligations contained in those Agreements as fraudulent
transfers under Georgia's Fraudulent Transfer Act.

Innovate moves to dismiss the Complaint for failing to state causes
of action for constructive or actual fraud.

Judge Sands, however, stated that the Committee has sufficiently
stated claims for actual and constructive fraud.

A copy of Judge Sands' Jan. 30 Order is available at
http://is.gd/LmhTR5from Leagle.com.

                         About Money Tree

Headquartered in Bainbridge, Georgia, The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree, estimated total $586,676, were to receive 95% of their
allowed claims.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.  Daniel D.
Sparks, Esq., and Bradley R. Hightower, Esq., at Christian & Small
LLP, in Birmingham, Alabama, represent the Chapter 11 Bankruptcy
Trustee.

In 2013, the Court approved a joint plan of liquidation proposed by
the Omnibus Official Committee of Unsecured Creditors and the
Chapter 11 trustee.  The Plan was declared effective May 22, 2013.
The Plan is based on extensive arm's-length negotiations among the
Committee, the Chapter 11 trustee and representatives of the major
creditors.

John D. Elrod, Esq., and R. Kyle Woods, Esq., at Greenberg
Traurig, LLP, in Atlanta, Georgia, represent the Committee as
counsel.


NEENAH FOUNDRY: Wis. Appeals Court Affirms Order in LIRC Dispute
----------------------------------------------------------------
Neenah Foundry Co. appeals a Wisconsin circuit court order
upholding a Labor and Industry Review Commission (LIRC) decision.
After Neenah Foundry emerged from Chapter 11 reorganization in
federal bankruptcy court, LIRC denied Neenah Foundry's request to
be treated as a new employer for purposes of Wisconsin's
unemployment insurance law. The effect of LIRC's decision is that,
over a seven-year period, Neenah Foundry will pay between $393,216
and $564,780 more into the unemployment insurance system than it
would have paid as a new employer.

Neenah Foundry argues that LIRC erred in interpreting the
applicable statute, WIS. STAT. Sec. 108.16(8) (2011-12).  Neenah
Foundry argues that, contrary to LIRC's interpretation, Neenah
Foundry is eligible to be treated as a new employer because: (1)
the Chapter 11 reorganization proceedings resulted in the
"transfer" of Neenah Foundry's business, as that term is used in
Sec. 108.16(8)(a), and (2) Neenah Foundry is not a "mandatory
successor" under Sec. 108.16(8)(e).  Neenah Foundry argues in the
alternative that federal bankruptcy law preempts LIRC's
determination that Neenah Foundry is a mandatory successor.

LIRC and the Department of Workforce Development are respondents.
They argue that LIRC's decision is entitled to great weight
deference and should be upheld.

"We assume, without deciding, that Neenah Foundry's Chapter 11
reorganization resulted in a 'transfer' under WIS. STAT. Sec.
108.16(8)(a). However, even assuming there was a transfer, Neenah
Foundry loses on the mandatory successor issue. More specifically,
we conclude that LIRC is entitled to great weight deference on the
mandatory successor issue, and that LIRC reasonably interpreted
Sec. 108.16(8)(e) to determine that Neenah Foundry is a mandatory
successor. We reject Neenah Foundry's federal preemption argument.
Accordingly, we affirm," the Court of Appeals of Wisconsin,
District II, said in a January 29, 2015 decision available at
http://bit.ly/1zwRF8yfrom Leagle.com.

                      About Neenah Enterprises

Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. --
http://www.nfco.com/-- is the indirect parent holding company of
Neenah Foundry Company. Neenah Foundry Company and its
subsidiaries manufacture and market a wide range of iron castings
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.  Neenah is one of the largest
independent foundry companies in the United States, with
substantial market share in the municipal and various industrial
markets for gray and ductile iron castings and forged steel
products.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. Del. Case No. 10-10360).  Edmon L.
Morton, Esq., and Kenneth J. Enos, Esq., assist the Company in its
restructuring effort.  The Company had $286,611,000 in total
assets against total liabilities of $449,435,000, resulting in
stockholder's deficit of $162,824,000.

The Company's affiliates -- NFC Castings, Inc.; Neenah Foundry
Company; Cast Alloys, Inc.; Neenah Transport, Inc.; Advanced Cast
Products, Inc.; Gregg Industries, Inc.; Mercer Forge Corporation;
Deeter Foundry, Inc.; and Dalton Corporation -- filed separate
Chapter 11 petitions.


NETFLIX INC: Moody's Assigns B1 Rating on New Sr. Unsecured Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 -- LGD4 rating to Netflix
Inc.'s new senior unsecured notes of benchmark size. Proceeds from
the issuance will be used for general corporate purposes and to
finance the company's business plan, including increasing
investments in original programming and accelerated expansion in
new international territories. The new senior unsecured notes will
rank pari passu with the company's existing $500 million 5.375%
senior unsecured notes due 2021, $400 million 5.75% senior
unsecured notes due 2024 and other unsecured non debt obligations
at Netflix's operating subsidiaries. Moody's estimates that pro
forma for the new notes issuance, debt-to-EBITDA (incorporating
Moody's standard adjustments) as of 12/31/2014 will be lower than
Moody's 6.0x sustained leverage ceiling for the B1 rating. However,
based on Moody's expectations for weaker operating results in 2015
and an increase in absolute debt levels, Moody's anticipate that
for 2015, leverage will likely exceed levels appropriate for the B1
rating, particularly if the company issues more than $1 billion of
new debt this year, which may be needed to sustain ample liquidity
through 2017, and which could result in gross debt-to-EBITDA
leverage as high as 8.0x. The company's B1 CFR and stable outlook
are supported by our expectation that its operating results will
improve and leverage will decline through EBITDA and cash flow
growth starting in 2016, but particularly in 2017, at which point
Netflix could be well-positioned in its rating category. Netflix's
B1 Corporate Family Rating (CFR), Ba3-PD Probability of Default
Rating and SGL-1 Speculative Grade Liquidity rating remain
unchanged. The outlook remains stable.

Assignments:

Issuer: Netflix, Inc.

Senior Unsecured Regular Bond/Debenture (Local Currency), Assigned
B1, LGD4

Ratings Rationale

Netflix's B1 CFR is supported by the company's position as the
largest content streaming subscription service in the world, with a
sizeable subscriber base and a market leading streaming product
offering. The rating also reflects expectations for higher leverage
and negative free cash flow generation resulting from significant
cash outlays for content costs and more rapid expansion. The rating
incorporates key business risks, which include business
concentration, and risks associated with low barriers to entry and
the potential for disintermediation from competitors in the
distribution of content. The company's past predisposition for
share repurchases (having repurchased almost $1 billion from 2007
to 2011), significant subscriber churn and relatively low EBITDA
margins compared to traditional media companies continue to weigh
on its credit profile, though Moody's do not anticipate that the
company will pay any dividends to shareholders or buy back shares
over the intermediate-term.

Netflix has successfully developed a digital business model and has
evolved into the dominant online content streaming company in the
US and some international territories from a pure physical DVD
rental subscription service, as evidenced by strong double digit
top-line growth in total revenues over the last eight quarters.
However, Netflix's business continues to be in transition with the
next few years being crucial to its developing a profitable
streaming business across various international territories that
can balance potential saturation in the domestic segment and fully
offset the declining profits from the high margin US DVD business.
Its B1 CFR reflects the execution risk associated with this
transition, especially in the context of a broad range of emerging
disruptive competitors with low entry barriers, and the evolving
digital content distribution landscape that may hamper the
subscriber growth it needs in order to successfully build and
sustain a streaming business model, strong enough to withstand
competitive pressures, and balance significant investment demands.

Rating Outlook

The stable outlook reflects our expectation that Netflix's
operating results will improve and the company will de-lever
following hitting peak leverage in 2015 through EBITDA and cash
flow growth in 2017, recognizing that over the near-term, debt to
EBITDA will likely exceed levels typical for the B1 rating.

What Could Change the Rating - Up

Given the material increase in permanent debt and change in fiscal
policies by the company's management, an upgrade is unlikely in the
near term. However, ratings could be upgraded if Netflix's mature
markets can fund new market launches and increases in content spend
such that it can maintain a significant lead on its content
offering relative to competitors, while sustaining leverage below
4.0x. A strong commitment from management to a higher rating will
be necessary for an upgrade.

What Could Change the Rating - Down

Ratings could be downgraded if leverage is sustained above 6.0x for
an extended time frame (beyond 2016). The company's rating may face
downward pressure if it experiences domestic streaming subscriber
growth of under 4 million per year until it reaches above 40
million US subscribers, and is unable to maintain domestic and
equally mature markets' margins above 12%. Expectations for
deterioration in long-term growth due to competitive pressures or
operational setbacks and liquidity constrains could also lead to a
downgrade.

Netflix Inc., with its headquarters in Los Gatos, California, is
the world's leading subscription video on demand internet
television network with three operating segments: Domestic
streaming, International streaming and Domestic DVD. Domestic and
International streaming segments derive revenues from monthly
subscription services consisting of streaming content over the
internet, and the Domestic DVD division derives revenues from
monthly subscription services consisting solely of DVD-by-mail.
Consolidated revenues for fiscal year 2014 were $5.5 billion.

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



NETFLIX INC: S&P Lowers CCR to 'B+'; Outlook Negative
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Los Gatos, Calif.-based online video service provider
Netflix Inc. to 'B+' from 'BB-'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's existing senior unsecured notes to 'B+' from 'BB-'.  The
'3' recovery rating remains unchanged, indicating S&P's expectation
for meaningful recovery (at about the middle of the 50%-70% range)
of principal for the noteholders in the event of a payment
default.

S&P also assigned its 'B+' issue-level and '3' recovery ratings to
Netflix's proposed $1 billion senior unsecured notes offering.  The
'3' recovery rating indicates S&P's expectation for meaningful
recovery (at about the middle of the 50%-70% range) of principal
for the noteholders in the event of a payment default.

The downgrade and negative outlook reflects S&P's expectation that
Netflix will incur significant discretionary cash flow deficits
over the next several years and that debt leverage will be high
during that time.  The proposed financing represents a significant
departure from Netflix's existing debt leverage, which had
supported the 'BB-' rating.  Under the proposed financing plan,
Netflix's debt leverage will increase to about 5x by the end of
2015 (up from 1.9x as of year-end 2014), and the company will
likely incur significant discretionary cash flow deficits through
2017 due to step-up investments in original programming and
international expansion.  The proceeds from the proposed
transaction will likely provide sufficient liquidity for the next
24 months.  However, it is possible that Netflix could seek
additional financing in 2016 or 2017.

S&P views Netflix's business risk profile as "fair," reflecting the
company's leading position in the increasingly competitive and
rapidly evolving online video service and its large subscriber
base.  However, Netflix remains dependent on movie and TV studios
for content, and S&P expects the company to increase its
investments in original programming for which success is
unpredictable.  There are also risks associated with the company
launching its service in new international markets, as well as
technology and content risks associated with delivering video
movies and streaming content to homes.

S&P expects Netflix to continue to enter new markets in 2015 and
2016, and that it will possibly complete its global rollout by
2017.  The company announced that it will enter Australia and New
Zealand in 2015, with other markets to come.  Netflix will also
need to enter into additional content commitments to serve existing
and new markets.  The company's streaming content commitment was
$9.5 billion as of Dec. 31, 2014, up from $7.3 billion a year
earlier.  S&P expects that streaming content commitments will
continue to increase and that Netflix's pursuit of more original
programming with global rights will increase its cash flow
deficits.

Additionally, the competitive environment for online video services
is in flux.  DISH, CBS Corp., and several other companies have
announced potentially competing over-the-top video services. This
is in addition to existing competitors such as Amazon Prime and
Hulu.  Although S&P views new entrants as providing a complementary
service to Netflix's, based on the type of content and service
available, it is possible their services could change over time and
become direct competition to the company.

"We revised our assessment of Netflix's financial risk to "highly
leverage" from "modest," based on our expectation for significant
cash flow deficits and high debt leverage over the next several
years.  We expect that Netflix's debt leverage will increase to
about 5x by year-2015 from 1.9x a year earlier.  The increase in
debt leverage will result from a combination of higher debt balance
and start-up costs associated with new market entries. Given our
expectation for Netflix to invest very aggressively in its growth,
we no longer net cash out of our cash flow/leverage measurements.
Entering new markets requires upfront investments and it can take
several years to reach breakeven EBITDA.  Depending on the level of
investments in original programming, it is possible that Netflix
could seek additional debt funding in 2016 and cause debt leverage
to increase.  Therefore, debt leverage could remain elevated before
decreasing somewhat by the end of 2016 or early 2017, as
international operation losses subside," S&P said.

The combination of a "fair" business risk profile and a "highly
leveraged" financial risk assessment results in an initial rating
outcome ("anchor") of 'b'.  S&P applied a positive analytical
modifier for comparable rating analysis, based on S&P's view that
Netflix's business profile is at the higher end of S&P's "fair"
assessment relative to its peers.  This reflects Netflix's
market-leading position in many of its markets and its sizable and
growing international presence.  Netflix has achieved critical mass
in several markets, and it is by far the market leader in the
important U.S. market.

S&P's base case assumes these:

   -- U.S. GDP growth of 3.3% in 2015 and 2.9% in 2016;
   -- Eurozone GDP growth of 1% in 2015 and 1.4% in 2015;
   -- Revenue growth exceeding 20% in 2015 and 2016;
   -- EBITDA margin deterioration in 2015 and then modest
      expansion in 2016; and
   -- Capital expenditures of $170 million-$200 million in 2015
      and 2016.

Based on these assumptions, S&P arrives at these credit measures:

   -- Adjusted debt to EBITDA of about 5x at the end of 2015 and
      then declining to about 4x by year-end 2016, absent any new
      debt issuances in 2016; and

   -- Significant discretionary cash flow deficits in 2015 and
      2016.

The negative outlook reflects S&P's expectation that Netflix will
have significant discretionary cash flow deficits and high debt
leverage over the next three years.  In order to fund those
discretionary cash flow deficits, S&P believes Netflix will have to
maintain a very healthy subscriber growth rate to maintain
continual access to capital markets.

S&P could lower the rating if it believes Netflix is unlikely to
grow its subscriber base and expand its EBITDA, such that debt
leverage decreases meaningfully by the end of 2016 from S&P's
expected peak of above 5x in 2015.  If Netflix is unable to
deleverage as S&P expects, it believes this could reflect
lower-than-expected subscriber growth, which could limit its access
to capital markets and pressure its liquidity.  Additionally, under
those circumstances, any incremental debt Netflix raises to fund
programming investments and market expansion would likely increase
the company's debt leverage above S&P's projected 2015 peak.

S&P could revise the outlook to stable if Netflix can achieve its
projected subscriber growth rates in 2015 and show good momentum
for 2016 subscriber growth, which S&P believes should enable the
company to maintain access to the capital markets.  Under this
scenario, S&P believes that Netflix will likely be able to fund its
programming investments and international expansions through the
capital markets, while modestly reducing debt leverage.



NEW YORK CITY OPERA: Picks Lower Bid, Sale Hearing Postponed
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that New York City Opera selected a $1.25 million bid from NYCO
Renaissance Ltd. as the best offer for its remaining assets,
despite a higher $1.5 million offer from Gene Kaufman.

According to the report, the hearing for the bankruptcy judge to
choose between the two buyers is postponed at an indefinite date,
an e-mailed statement from Ken Rosen of Lowenstein Sandler PC,
lawyers for the non-operating opera company, said.

                     About New York City Opera

New York City Opera, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013.  Created 70
years ago, the company was once dubbed "the people's opera" by
Mayor Fiorello LaGuardia, and was a breeding ground for young
talent that included Beverly Sills and Placido Domingo.

The Opera estimated between $1 million and $10 million in both
assets and debt.

The petition was signed by George Steel, general manager and
artistic director.  Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, serves as the opera's counsel.  Ewenstein Young & Roth LLP
serves as special counsel.


NII HOLDINGS: Wants NIU Ch. 11 Case Jointly Administered
--------------------------------------------------------
NII Holdings, Inc., et al., as well as NIU Holdings LLC, ask the
U.S. Bankruptcy Court for the Southern District of New York to
issue an order directing the joint administration of NIU Chapter 11
case with the Current Debtors' Chapter 11 cases under Case No.
14-12611.  The Debtors also ask that the Court issue an order
providing that certain orders entered in NII Holdings' Chapter 11
case be made applicable to NIU's Chapter 11 case.

                        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.


NISKA GAS: Moody's Lowers Corporate Family Rating to Caa1
---------------------------------------------------------
Moody's Investors Service downgraded Niska Gas Storage Partners
LLC's Corporate Family Rating (CFR) to Caa1 from B3 and Probability
of Default Rating to Caa1-PD from B3-PD. Moody's downgraded Niska
Gas Storage Canada ULC's senior unsecured notes rating to Caa2 from
Caa1. The Speculative Grade Liquidity Rating was lowered to SGL-4
from SGL-3. Moody's also changed the rating outlook to negative
from stable.

"The downgrade reflects declining EBITDA and related increase in
debt to EBITDA above 11x for fiscal year 2016 that results from a
challenging natural gas storage operating environment," said Paresh
Chari, Moody's Analyst. "Although the suspension of the
distributions is credit positive, Moody's believe there is still
little possibility of debt reduction and leverage will remain
elevated as the company awaits an improvement in storage spreads."

Downgrades:

Issuer: Niska Gas Storage Canada ULC

  Senior Unsecured Regular Bond/Debenture, Apr 1, 2019, Downgraded
to
  Caa2 (LGD5) from Caa1 (LGD5)

Issuer: Niska Gas Storage Partners LLC

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

  Corporate Family Rating, Downgraded to Caa1 from B3

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

Outlook Actions:

Issuer: Niska Gas Storage Canada ULC

Outlook, Changed To Negative From Stable

Issuer: Niska Gas Storage Partners LLC

Outlook, Changed To Negative From Stable

Ratings Rationale

Niska's Caa1 Corporate Family Rating (CFR) is driven by very high
leverage, cash flow volatility from its natural gas arbitrage
business, a very weak natural gas spread environment, and a limited
and decreasing amount of revenue coming from fee-based contracts.

The SGL-4 Speculative Grade Liquidity Rating reflects weak
liquidity. At December 31, 2014, Niska had minimal cash and $85
million available, after $20 million in letters of credit, under
its $345 million senior secured borrowing base revolver ($400
million committed maximum borrowing capacity), which matures in
June 2016. The revolver is available in the amount of $200 million
each to AECO Gas Storage Partnership and Niska Gas Storage US, LLC,
subject to the periodic borrowing base calculation. Moody's expect
$10 million of negative free cash flow for calendar year 2015.
Moody's expect Niska's fixed charge coverage ratio to fall below
the 1.1x covenant through this period, which will limit the ability
to draw more than 85% of the revolver borrowing base. The company
has no major debt maturities until 2019. Niska has little in the
way of non-core assets that could be sold.

In accordance with Moody's Loss Given Default methodology, the $575
million senior unsecured notes are rated Caa2, one notch below the
Caa1 CFR, because of the existence of the priority ranking $400
million senior secured revolver.

The negative outlook reflects Moody's view that the capital
structure is unsustainable increasing the likelihood of a
restructuring. A change in outlook to stable would be considered if
Moody's viewed the capital structure as sustainable, which would
only occur with significant permanent EBITDA growth.

The rating could be downgraded if Niska's adjusted EBITDA declined
below $60 million, or if liquidity weakens further with the
borrowing base declining below $345 million or if there was less
than $25 million available under the revolver.

The rating could be upgraded if Niska can increase its fee-based
EBITDA to about 60% of total EBITDA while reducing leverage below
6.5x.

Niska is a Calgary, Alberta-based, Radnor,
Pennsylvania-headquartered natural gas storage master limited
partnership, which owns approximately 242 billion cubic feet (Bcf)
of storage capacity in depleted natural gas reservoirs.

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



NISKA GAS: S&P Lowers Rating to 'B-'; Outlook Negative
------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Houston-based natural gas storage company Niska Gas Storage
Partners LLC to 'B-' from 'B+'.  At the same time, Standard &
Poor's lowered its issue-level rating on the senior unsecured debt
at subsidiaries Niska Gas Storage US and Niska Gas Storage Canada
ULC to 'CCC+' from 'B'.  The outlook is negative.  The '5' recovery
rating on the senior unsecured debt is unchanged.

The downgrade reflects S&P's expectation that seasonal natural gas
storage spreads will continue to be weak in fiscal 2016, further
squeezing credit metrics.  S&P expects the low gas price
environment and narrow seasonal gas spreads to cause the company's
business risk profile to deteriorate.

"The downgrade reflects our expectation that seasonal natural gas
storage spreads will continue to be weak in fiscal 2016, further
squeezing credit metrics," said Standard & Poor's credit analyst
Gerry Hannochko.  S&P expects the low gas price environment and
narrow seasonal gas spreads to cause the company's business risk
profile to deteriorate.

The ratings on Niska reflect Standard & Poor's assessment of the
company's leveraged balance sheet, exposure to contract renewal
risk and market pricing risk, and the potential large working
capital and liquidity requirements of its optimization program.

Niska owns and operates the largest independent natural gas storage
business in North America.  The company's quarter ended Dec. 31,
2014 results were weak and highlighted declining profitability due
to low seasonal storage spreads, and dependence on weather for
optimization revenue.  The company announced the suspension of
distributions to unitholders due to weak financial results and lack
of visibility for improving market conditions.

In S&P's view, the company's "weak" business risk profile reflects
its exposure to the heightened volatility inherent in natural gas
market fundamentals, dependence on natural gas price spreads for
profitability, and exposure to contract renewal risk.  Continued
declines in seasonal storage spreads that affect profitability and
reliance on weather to drive optimization inventory revenue have
led to our revision of the business risk profile assessment to weak
from fair.

S&P views the financial risk profile as "highly leveraged" and S&P
expects cash flow strength to remain in this category during its
forecast horizon.  This, combined with the company's business risk
profile, contributes to the final rating, which is the lower of a
split score outcome from our business and financial risk matrix.
S&P has assessed the anchor score to be 'b-' due to the very weak
forecast financials in 2015.  Niska's contracts and optimization
inventory depend heavily on the seasonal spread in natural gas
prices.  These typically see winter prices higher than the summer
prices, generating margin for companies that store gas in the
summer for later sale at a higher price in the winter.  Prices for
natural gas as a whole have been falling and have remained low
since the beginning of July 2014, and spreads continue to be soft
relative to historical levels.  S&P forecasts fiscal 2015
adjusted-funds from operations (AFFO)-to-debt will be approximately
4% and debt-to-EBITDA will be approximately 10x.

The negative outlook reflects Standard & Poor's expectation that
Niska's credit metrics will continue to be weak during the low gas
price environment, which in turn weakens the business risk profile
due to the highly volatile nature of cash flows.  S&P expects
seasonal storage spreads will continue to tighten in its forecast
horizon, which may further weaken credit metrics.

S&P believes returning to a stable outlook during its year-long
horizon would require a demonstrated improvement in Niska's
financial risk profile, such that S&P would expect AFFO-to-debt to
strengthen and stay within the 12%-15% range and debt-to-EBITDA at
4x in S&P's base-case scenario.

S&P could lower the ratings if metrics weaken within the highly
leveraged category to 3%-4%, which could result from further
tightening in seasonal storage spreads or lower volatility that
affects Niska's ability to earn from optimization inventory.
Deterioration in Niska's EBITDA-to-interest coverage ratio falling
to less than 1.2x could also lead to a downgrade.



NRG ENERGY: Moody's Affirms Ba3 CFR & B1 Unsecured Notes Rating
---------------------------------------------------------------
Moody's Investors Service, assigned a Baa3 rating to the reoffering
of NRG Energy, Inc.'s (NRG) $42 million City of Texas City
Industrial Development Revenue Bonds due 2045. Concurrent with this
rating assignment, Moody's affirmed NRG's Ba3 Corporate Family
Rating (CFR) and Ba3-PD Probability of Default Rating, along with
the Baa3 rating on the company's senior secured revolver and term
loans and B1 rating on the unsecured notes. The outlook is stable.

Moody's apply Moody's Loss Given Default (LGD) methodology to guide
our decision regarding the ratings for NRG's individual securities.
Based upon NRG's Ba3 CFR and Ba3-PD Probability of Default Rating,
the LGD methodology suggests a Baa3 rating for NRG's senior secured
term loan, secured revolver, and other senior secured obligations
such as the City of Texas Industrial Development Bonds.
Importantly, Moody's observes that changes to the capital structure
at NRG which increases the relative amount of secured debt while
decreasing the relative amount of unsecured debt could result in a
lower instrument rating for the secured instruments, including the
City of Texas bonds, even if NRG's fundamental credit quality
remains unchanged.

Ratings Rationale

NRG's Ba3 corporate family rating primarily reflects its position
as the largest independent power producer in the U.S. in terms of
generating capacity. The rating also incorporates the company's
significant debt leverage and the current weak market conditions
for U.S. merchant companies. These market conditions have been
heavily driven by low natural gas prices, for which Moody's do not
foresee a meaningful recovery in the next few years due to the glut
of natural gas reserves created by continued shale gas development.
Surplus generating capacity has been an important contributing
factor for the current weak market conditions as well, but it
appears that the US merchant power markets have bottomed out, with
some markets showing potential for capacity market improvements. As
the incumbent, NRG's retail operation in Texas also provides
sizeable, stable cash flow. Moody's view NRG's plans to expand its
distributed generation business as a viable source of growth with
an acceptable level of negative free cash flow over the next two
years. NRG's corporate family rating of Ba3 is rated three notches
higher than the corporate family rating of B3 for its GenOn
subsidiary, reflecting NRG's limited support to GenOn and its
subsidiaries.

Liquidity

NRG's speculative grade liquidity rating is SGL-2. The company
continues to possess good liquidity with $1.9 billion of
unrestricted cash on hand and $1.3 billion of unused capacity at
the end of third quarter 2014 on its revolving credit facility.
Excluding non-recourse maturities, NRG does not have any major debt
maturities until 2018. NRG's $2.5 billion revolving credit facility
also expires in 2018. The company expects to generate $1.2 to $1.3
billion of free cash flow before growth capital expenditures for
2015. Committed growth capital expenditures of $900 million for
2015 is significantly higher than the levels experienced in the
recent past but should be manageable. Dividends, based on the
current quarterly rate of $0.145/share and 338 million of common
shares outstanding at the end of third quarter 2014, should require
annual funding of about $196 million.

Rating Outlook

The stable outlook reflects NRG's solid cash flow generation
capabilities in the midst of a protracted downturn for the merchant
sector. While NRG has been active with shareholder friendly
initiatives such as raising dividends and forming NRG Yield Co,
these initiatives to date have not created negative rating
implications given the potential effect on parent leverage and cash
flow; however, future YieldCo transactions will continue to warrant
a review that would incorporate any mitigating factors and consider
the facts and circumstances at the time to determine if a negative
rating action would be necessary.

What Could Change the Rating - Up

A fundamental improvement in the merchant power market or a
moderation in NRG's current debt leverage to facilitate a 12% or
above CFO-pre-working-capital/debt ratio on a sustained basis could
result in upward rating pressure.

What Could Change the Rating - Down

Moody's may take a negative rating action should cash flow leverage
deteriorate significantly to 7% CFO-pre-working-capital to debt
without incorporating the effects of GenOn's financial position.

Corporate Profile

Headquartered in Princeton, New Jersey, NRG Energy, Inc. (NRG) owns
and operates a large portfolio of unregulated generating facilities
mainly in the US. As of September 30, 2014, the company had 53 GW
of generation capacity. NRG's unregulated retail energy business
which includes Reliant Energy, Green Mountain Energy, Energy Plus
Holdings and Cirro Energy serve more than 3 million residential,
business, commercial and industrial customers in Texas and,
increasingly, in certain markets in the Northeastern US.

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

Assignments:

Issuer: Texas City Industrial Development Corp., TX

  Senior Secured Revenue Bonds, Assigned Baa3(LGD2)

Outlook Actions:

Issuer: NRG Energy, Inc.

  Outlook, Remains Stable

Affirmations:

Issuer: Chautauqua (Cnty of) NY, Ind. Dev. Agency

  Senior Secured Revenue Bonds, Affirmed Baa3(LGD2)

Issuer: Delaware Economic Development Authority

  Senior Secured Revenue Bonds, Affirmed Baa3(LGD2)

Issuer: Fort Bend County Industrial Development Corp

  Senior Secured Revenue Bonds, Affirmed Baa3(LGD2)

Issuer: NRG Energy, Inc.

  Probability of Default Rating, Affirmed Ba3-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Corporate Family Rating, Affirmed Ba3

  Senior Secured Bank Credit Facility, Affirmed Baa3(LGD2)

  Senior Unsecured Regular Bond/Debenture, Affirmed B1(LGD4)

Issuer: Sussex (County of) DE

  Senior Secured Revenue Bonds, Affirmed Baa3(LGD2)



OAK KNOLL: Court Rejects Harris' Bid for Sale Commission
--------------------------------------------------------
Maine Bankruptcy Judge Peter G. Cary said Robert Harris is not
entitled to allowance of his administrative expense claim in the
Chapter 11 case of Oak Knoll Associates, L.P.  Harris seeks payment
of a commission for the work he performed in connection with the
sale of the real estate owned by Oak Knoll in Connecticut.

The listing agreement required the Debtor to pay Harris a
commission of 4.8% of the sale price if the Debtor's property is
sold within six months of May 17, 2011.

Harris's efforts produced a potential buyer. On October 11, 2011,
Navarino Capital Management, LLC and Oak Knoll signed a purchase
and sale agreement for the Property, and Navarino delivered an
earnest money deposit to an escrow agent.  The deal, however,
unraveled after Navarino wrote to Oak Knoll seeking different terms
for the sale and a further extension of the inspection period.

After Oak Knoll filed for bankruptcy in March 2013, Navarino and
Oak Knoll resumed talks and in mid-October of 2013, they executed a
purchase and sale contract for the Property.  On November 25, 2013,
Oak Knoll filed a plan of reorganization premised upon the 2013
P&S.  Connecticut Housing Finance Authority, a pre-bankruptcy
lender to Oak Knoll, objected to the plan and moved to dismiss the
case or, alternatively, to transfer venue of the case to
Connecticut. Ultimately, Oak Knoll resolved CHFA's objections to
the sale of the Property and an amended plan was filed on March 31,
2014. That plan was confirmed and a sale of the Property to
Navarino closed on or about July 3, 2014.

A copy of Judge Cary's Feb. 2 Memorandum Decision is available at
http://is.gd/f47voEfrom Leagle.com.

Oak Knoll Associates, L.P., in Portland, Maine, filed for Chapter
11 bankruptcy (Bankr. D. Maine Case No. 13-20205) on March 18,
2013.  Richard P. Olson, Esq., at Perkins Olson, P.A., serves as
counsel.  The Debtor scheduled assets of $6,700,000 and
liabilities of $3,529,350.


ONE FOR THE MONEY: Section 341(a) Meeting Set for Feb. 26
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of One For The Money,
LLC, will be held on Feb. 26, 2015, 2:30 p.m. at 80 Broad St., 4th
Floor, USTM.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

One For The Money, LLC, sought Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 15-10188) in Manhattan on Jan. 28, 2015,
without stating a reason.  The petition was signed by Anthony M.
Marano as managing member.  The Debtor estimated assets and
liabilities of $10 million to $50 million.

Jonathan S. Pasternak and the law firm of DelBello Donnellan
Weingarten Wise & Wiederkehr, LLP, in White Plains, New York, has
been tapped as counsel.

The Debtor's schedules of assets and liabilities and statement of
financial affairs are due Feb. 11, 2015.  The Debtor's Chapter 11
plan is due by Nov. 24, 2015.

The Debtor is owned by the Maranos and the Galassos.  The largest
shareholder is Anthony C. Marano, who owns 42 percent.


PACKAGING DYNAMICS: S&P Affirms 'B' CCR & Revises Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Packaging Dynamics Corp. and revised its
outlook to stable from negative.  S&P subsequently withdrew all of
its ratings on the company at the company's request, following its
acquisition by Novolex Holdings Inc. and the placement of cash with
the notes' trustee sufficient to repay its rated debt.


PARADISE FARMS: Ga. Court Throws Out Harrell Appeal
---------------------------------------------------
Lister W. Harrell appeals the decision of the United States
Bankruptcy Court, Southern District of Georgia, to dismiss an
adversary proceeding which was filed by Mr. Harrell and purportedly
two entities of which he is a principal, Saraland, LLLP and
Paradise Farms, Inc.  The bankruptcy case is a Chapter 7 proceeding
involving Paradise Farms, Inc. -- Bankruptcy Case No. 12-30111
(S.D. Ga. Mar. 29, 2012).

The Bankruptcy Court dismissed the adversary proceeding on
September 5, 2014, upon Mr. Harrell's failure to pay the required
filing fee and his failure to substantially conform to the
applicable rules and forms for filing an adversary proceeding. On
September 24, 2014, Mr. Harrell filed a notice of appeal, but he
did not pay the appellate filing fee.

On December 9, 2014, the District Court adopted the Report and
Recommendation of the Bankruptcy Court denying Mr. Harrell in forma
pauperis status.  The District Court gave Mr. Harrell 10 days to
file the required filing fee or face dismissal of the appeal.

On December 19, 2014, Mr. Harrell filed a Notice of Appeal to the
Eleventh Circuit Court of Appeals, appealing the December 9 Order
directing the payment of the filing fee.  The Notice of Appeal was
accompanied by a motion for leave to appeal in forma pauperis and
motion to appoint counsel.

Because a final judgment or order had not been entered in this case
at that point, Mr. Harrell's notice of appeal is premature and
improper, District Judge Dudley H. Bowen said. Nevertheless, it is
clear from this case and the multitude of other appeals filed by
Mr. Harrell in the District Court that he does not plan to pay the
filing fee.  Accordingly, the appeal is dismissed.

A copy of the District Court's January 26, 2015 Order is available
at http://tinyurl.com/opu3hkvfrom Leagle.com.

Paradise Farms, Inc., dba Lister Outdoor World, filed for Chapter
11 bankruptcy (Bankr. S.D. Ga. Case No.: 12-30111) on March 29,
2012.  Jon A. Levis, Esq., at MERRILL & STONE, LLC, serves as the
Debtor's counsel.  Paradise Farms scheduled assets of $1,000 and
liabilities of $3,834,874.  A list of the three largest unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/gasb12-30111.pdf The petition was signed
by Lister Harrell, president.


PLC CAPITAL: Fitch Raises 2034 Stock Rating From 'BB+'
------------------------------------------------------
Fitch Ratings has upgraded the ratings of Protective Life Corp.'s
(NYSE: PL) Issuer Default Rating (IDR) to 'A-' from 'BBB+' and its
senior debt ratings to 'BBB+' from 'BBB'. At the same time, Fitch
has upgraded PL's primary life insurance subsidiaries' Insurer
Financial Strength (IFS) to 'A+' from 'A'. Fitch has also placed
the ratings on Rating Watch Negative.

KEY RATING DRIVERS

On Feb. 1, 2015, Protective Life Corporation (PL) was acquired by
Japan-based Dai-ichi Life Insurance Company, Ltd. (Dai-ichi Life).
PL's ratings were upgraded and the Rating Watch was established to
be aligned with the ratings and Rating Watch status of Dai-ichi
Life based on Fitch's criteria. Dai-ichi Life is the second largest
life insurance company in Japan and ranks as one of the largest
life insurers globally.

The transaction reflects a broader strategic initiative by Dai-ichi
Life to expand its life insurance business outside of Japan. The
acquisition of PL represents Dai-ichi Life's first acquisition in
the U.S. life insurance market. Fitch anticipates relatively low
integration risk, as PL's existing management team and operating
strategy will largely remain in place.

The Rating Watch Negative status reflects Dai-ichi Life's exposure
to Japan sovereign risk (see 'Fitch Places Japan's 'A+' IDRs on
Rating Watch Negative' dated Dec. 9, 2014 at www.fitchratings.com).
Fitch expects to resolve the Rating Watch Negative on Japan during
the first half of 2015.

PL's ratings continue to reflect its strong operating performance,
improving debt service capability and low investment risk. While
PL's risk-adjusted capitalization remains in line with rating
expectations, its ratings also reflect the company's relatively
high total leverage driven by reserve funding arrangements.

Fitch's standalone assessment of PL's operations is an 'A' IFS
rating and its strategic importance within the Dai-chi Life
enterprise is considered 'Very Important.' The strategic category
reflects Dai-ichi Life's initiative to expand into the U.S. life
insurance market. PL's ratings benefit from greater resources and
the stronger credit profile of Dai-ichi Life. As such, the PL
entities receive a one-notch uplift and have been assigned the
group rating.

RATING SENSITIVITIES

With PL currently rated at Japan's Long-Term Local-Currency IDR, an
upgrade is unlikely in the near future.

Conversely, if the rating on Japan were lowered, PL's ratings will
also likely be lowered in conjunction with its parent.

Fitch has upgraded the following ratings and revised the Rating
Watch to Negative from Positive:

Protective Life Corporation

-- IDR to 'A-' from 'BBB+';
-- $150 million of 6.40% senior notes due 2018 to 'BBB+' from
    'BBB';
-- $400 million of 7.38% senior notes due 2019 to 'BBB+' from
    'BBB';
-- $300 million of 8.45% senior notes due 2039 to 'BBB+' from
    'BBB';
-- $288 million of 6.25% subordinated debt due 2042 to 'BBB-'
    from 'BB+';
-- $150 million of 6.00% subordinated debt due 2042 to 'BBB-'
    from 'BB+'.

PLC Capital Trust V

-- $103 million of 6.13% trust-preferred stock due 2034 to
    'BBB-' from 'BB+'.

Protective Life Insurance Company
Protective Life and Annuity Insurance Company
West Coast Life Insurance Company
MONY Life Insurance Co.

-- IFS to 'A+' from 'A'.



PRESIDIO HOLDINGS: Moody's Assigns Caa1 Rating on $150MM Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 (LGD6) rating to Presidio
Holdings Inc.'s proposed $150 million subordinated notes, and
upgraded the previously rated senior unsecured notes to B3 (LGD5)
from Caa1 (LGD5), on the downsizing of these notes to $250 million
from $400 million. The new ratings reflect the change in the
financing structure of the company's buyout by affiliates of Apollo
management. All other ratings, including the B2 corporate family
rating are unchanged. The outlook remains stable.

Ratings Rationale

Presidio's B2 corporate family rating reflects the company's
significantly increased financial risk, as Moody's estimates
Presidio's adjusted debt to EBITDA leverage will be in the mid 6
times range at closing of the leveraged buyout. However, Presidio's
near-national geographic footprint, enhanced positioning and
specialized capabilities across product categories in the data
center, virtualization, networking and security deployments are
supportive of the ratings. The company's increasing diversification
into high-end products enhance its prospects to sell technology
solutions to small and medium sized businesses and provide good
long term growth opportunities. Although one OEM vendor (Cisco)
accounts for the majority of its revenue, the company has been
expanding its partnerships with other leading technology vendors
such as EMC, VMware, Oracle and IBM.

The ratings for Presidio's debt instruments reflect both the
overall probability of default of the company, to which Moody's has
assigned a PDR of B2-PD, and an average recovery expectation at
default. The senior unsecured notes are rated B3-LGD5, reflecting
both the notes' junior position in the capital structure and the
support provided by the issuance of the new subordinated notes,
rated at Caa1-LGD6.

As the company is increasing its financial leverage to fund the
leveraged buyout, a rating upgrade is unlikely over the next 12-18
months. The rating could be upgraded if the company executes in its
strategy and pays down debt leading to sustainably lower levels of
adjusted debt to EBITDA below 4.5 times (after Moody's standard
adjustments) while achieving organic revenue growth consistent with
industry levels and without pressuring operating margins.

The ratings could be downgraded if the company does not achieve
expected revenue and EBITDA growth levels, from factors that might
include weak economic conditions, increased customer churn, poor
execution, or heightened competition. In addition, negative rating
pressure could arise if adjusted to EBITDA remains above 6.0x or,
liquidity weakens which could arise from operating losses, dividend
payments, or cash acquisitions without a proportionate increase in
EBITDA. A deteriorating relationship with key suppliers, Cisco and
EMC especially, could also place downward pressure on the rating.

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

Rating actions:

Presidio Holdings Inc.

  $150 million Subordinated Notes -- Assigned Caa1, LGD6

  $250 million Senior Unsecured Notes -- Upgraded to B3, LGD5 from
Caa1, LGD5

Outlook is stable

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

Based in Greenbelt, MD, Presidio, Inc. is a provider of information
technology (IT) infrastructure and services focused on data center,
virtualization, network communications, security, mobility and
contact centers for commercial and government clients within the
U.S. The company is in the process of being acquired by Apollo
Global Management.



PRESIDIO INC: S&P Retains 'B' CCR After Changes to LBO Financing
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Presidio Inc., including the 'B' corporate credit rating, remain
unchanged following changes to the company's financing for its
leveraged buyout by Apollo Global Management.  The company will
reduce the principal amount of its planned unsecured notes to $250
million from $400 million and it will issue a new tranche of $150
million subordinated notes that Apollo will hold.  S&P's 'CCC+'
issue-level rating and '6' recovery rating on the unsecured notes
remain unchanged.  S&P is assigning a 'CCC+' issue-level rating and
a '6' recovery rating to the subordinated notes; the '6' recovery
rating indicates our expectation for negligible recovery (0% to
10%) in the event of payment default.

Although the changes result in an increase in interest expense of
roughly $15 million more than what S&P originally expected, credit
metrics remain in line with the 'B' rating, including pro forma
leverage in the low-6x area and expected annual free operating cash
flow in the $30 million to $60 million range.

RATINGS LIST

Presidio Inc.
Corporate Credit Rating                B/Stable/--

Presidio Holdings Inc.
  $250 mil. notes
  Senior Secured                        CCC+
   Recovery Rating                      6    

New Rating

Presidio Holdings Inc.
$150 mil. subordinated notes
Senior Secured                         CCC+
  Recovery Rating                       6



PRINCETON OFFICE: Plymouth Loses District Court Appeal
------------------------------------------------------
New Jersey District Judge Michael A. Shipp affirmed the Bankruptcy
Court's decision finding that Plymouth Park Tax Services LLC
knowingly charged debtor Princeton Office Park, L.P. improper
amounts by way of Plymouth's Proofs of Claim in contravention of
N.J.S.A. 54:5-63.1.  The District Court also upheld the Bankruptcy
Court's order that the tax sale certificate held by Plymouth was
subject to forfeiture, and its lien on the Debtor's property was
void pursuant to 11 U.S.C. Sec. 506(d).

In 2007 Plymouth filed a foreclosure complaint against the Debtor
on the Property arising from the Certificate, and in response, the
Debtor filed for relief under Chapter 11 of the Bankruptcy Code.
Thereafter, Plymouth filed the first proof of claim in the amount
of $1,775,791.33, which included a $600,100 premium.

The case is, PLYMOUTH PARK TAX SERVICES LLC, Appellant, v.
PRINCETON OFFICE PARK, LLC, Appellee, Civil Action No. 14-2125
(MAS)(D.N.J.). A copy of the Court's January 30, 2015 Memorandum
Opinion is available at http://is.gd/A9CdOufrom Leagle.com.

Plymouth Park Tax Services LLC, Appellant, is represented by:

     Stephen B. McNally, Esq.
     McNALLY & BUSCHE, LLC
     93 Main Street #201
     Newton, NJ 07860
     Tel: (973) 300-4260

Princeton Office Park, LLC, Appellee, is represented by:

     Morris S. Bauer, Esq.
     NORRIS McLAUGHLIN & MARCUS
     721 Route 202/206, Suite 200
     P.O. Box 5933
     Bridgewater, NJ 08807-5933
     Tel: (908) 722-0700
     E-mail: msbauer@nmmlaw.com

                    About Princeton Office Park

Headquartered in Morristown, New Jersey, Princeton Office Park, LP,
is a New Jersey limited partnership whose primary asset is a vacant
industrial building complex in Lawrence Township, New Jersey.
Plymouth is a company that was formed for the purpose of investing
in tax sale certificates in New Jersey, as well as other states.

Princeton Office Park GP, L.P. holds a 50% equity interest in the
Debtor.  Princeton GP's general partner is United States Land
Resources, L.P., a New Jersey limited partnership, whose general
partner is United States Realty Resources, Inc., a New Jersey
corporation.  Lawrence S. Berger is the president of USRR.  The
Debtor's limited partners is Success Truehand GmbH, which holds a
31.67% equity interest in the Debtor.

The Company filed for Chapter 11 protection on September 9, 2008
(Bankr. D. N.J. Case No. 08-27149).  Melissa A. Pena, Esq., at
Norris, McLauglin & Marcus, in New York, and Morris S. Bauer,
Esq., at Norris McLaughlin & Marcus PA, in Bridgewater, New
Jersey, represent the Debtor as counsel.  In its schedules, the
Debtor disclosed total assets of $25,000,000 and total debts of
$2,517,370.


PROSPECT PARK: Seeks April 6 Extension of Solicitation Period
-------------------------------------------------------------
Prospect Park Networks, LLC, filed a fourth motion asking the U.S.
Bankruptcy Court for the District of Delaware to further extend its
exclusive period to solicit acceptances of its Chapter 11 plan
through and including April 6, 2015.

The Third Exclusivity Order enlarged the Debtor's exclusive
solicitation period through and including Feb. 3.  By agreement
between the Debtor and the Official Committee of Unsecured
Creditors, the enlargement of the exclusivity period granted in the
Third Exclusivity Order was made inapplicable as to the Committee.
Because the Debtor's exclusive solicitation period expired on Feb.
3, the Debtor asks that the exclusive solicitation period be
extended through and including April 5.

The Debtor's Amended Plan of Liquidation contemplates the
appointment of an independent fiduciary, James S. Feltman, who will
oversee the liquidation of the Debtor's assets, including its
substantial litigation claims against American Broadcasting
Company, Inc.  To represent the Debtor in the pending litigation
against ABC, the Debtor has obtained the Court's authority to
retain Jones Day on a contingency basis, effective upon the
Debtor's payment of a $400,000 cost reserve to Jones Day.

The Debtor tell the Court that they would not have sufficient cash
on hand to pay the litigation cost reserve to Jones Day absent
received anticipated funds from the net proceeds of a tax credit
sale.  The Debtor relates that since the filing of the Third
Exclusivity Motion, the Debtor has received the proceeds of the tax
credit sale, but those proceeds were significantly less than the
Debtor had estimated.  This is due to delays beyond what had been
reasonably predicted by the Debtor, resulting in increased default
interest charges by the secured creditor.  Moreover, the secured
creditor charged attorneys' fees against the tax credit sale net
proceeds far in excess of what the Debtor had anticipated.  The
Debtor is exploring all available remedies in respect of the
improper charging of default interest and other charges against the
tax credit so as to ensure that the estate receives all of the
funds to which it is entitled.

The Debtor adds that it has also engaged with the Committee in
soliciting financing offers from various lenders and investors.
The Debtor says it has been in contact with five potential lenders
or investors in an effort to obtain the funds necessary to finalize
the retention of Jones Day and confirm a plan.  Those efforts,
according to the Debtor, remain ongoing, and the Debtor says it is
hopeful that it will be able to consummate an investment or loan
transaction in the near future which will enable it accomplish its
goals.

Meanwhile, the Debtor has received comments to its Amended Plan and
Disclosure Statement from the Creditors' Committee and the U.S.
Trustee.  The Debtor believes that it will be able to file a
further amended plan and disclosure statement, which will fully
address these concerns, particularly when the Debtor has finalized
an agreement with a funding source.

A hearing on the extension request is scheduled for March 19, 2015,
at 11:30 a.m. (ET).  Objections are due March 12.

                   About Prospect Park Networks

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

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

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


PROVINCE GRANDE: $300,000 PEM Contribution Is Equity Infusion
-------------------------------------------------------------
Judge Randy D. Doub of the U.S. Bankruptcy Court for the Eastern
District of North Carolina granted the Plaintiffs' motion for
summary judgment requesting that the $300,000 PEM contribution be
recharacterized as an equity contribution by Stanley Jacobson,
Richard B. Conaty, and AIHL.

The Plaintiffs in the adversary proceeding captioned Eric M. Levin;
and Howard Shareff v. Province Grande Olde Liberty, LLC; and PEM
Entities, LLC, Case No. 13-00122-8-RDD, filed the Motion and
supporting documents on September 15, 2014.  PEM and the Debtor
filed their responses opposing the Motion on October 9, 2014.

In their adversary complaint, the Plaintiffs asserted claims of
equitable subordination and recharacterization of the claim of PEM.
The Complaint also includes a cause of action for avoidance and
recovery of alleged fraudulent transfer.

Judge Doub also entered these decisions:

   * As to the Plaintiffs' claim that the PEM Contribution should
     be equitably subordinated to that of the Plaintiffs, the
     Court holds that there was not sufficient evidence of
     misconduct or inequitable conduct on the part of the
     Defendants, as a matter of law.  Therefore, summary judgment
     is denied for the Plaintiffs but granted for the Defendants.
     Further, the Plaintiffs' claim with regard to equitable
     subordination is dismissed with prejudice;

   * As to Plaintiffs' claim for relief to recover for the
     alleged fraudulent transfers made by the Debtor for the
     benefit of PEM, the Plaintiffs do not have standing to bring
     an action for fraudulent transfers under Sections 544 and
     548 of the Bankruptcy Code.  Therefore, summary judgment is
     denied and the Plaintiffs' claim for relief is dismissed
     with prejudice;

   * As to Plaintiffs' request that the Court set aside the
     Paragon First Deed of Trust and the Deglomini-Simone Deed of
     Trust, the Court holds that the deeds of trust are valid
     deeds of trust.  Further, Paragon Commercial Bank, Joseph
     Deglomini and Joseph Simone are not party defendants to the
     action.  Therefore, summary judgment is denied and the
     Plaintiffs' claim for relief is dismissed with prejudice;
     and

   * As to the Plaintiffs' prayer for relief that the Court award
     the Plaintiffs' their costs and reasonable attorneys' fees,
     the Court finds no basis for such an award.  The Plaintiffs
     and the Defendant will each be taxed with their respective
     fees and costs.

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

                      About Province Grande

Province Grande Olde Liberty, LLC, filed a voluntary Chapter 11
petition (Bankr. E.D.N.C. Case No. 13-01563) on March 11, 2013.  As
of the date of the petition, the Debtor's principal asset consisted
of developed and undeveloped land, divided into lots, in the Olde
Liberty Golf and Country Club, a golf and single-family home
development project in Franklin County, North Carolina.


RADIOSHACK CORP: NYSE Moves to Delist Company
---------------------------------------------
Tess Stynes, writing for The Wall Street Journal, reported that the
New York Stock Exchange said it is moving to delist the stock of
RadioShack Corp. and will immediately suspend trading in the
struggling consumer-electronics retailer's shares.

The NYSE said in a press release dated Feb. 2 the decision to
delist RadioShack's stock was made because the retailer doesn't
intend to submit a plan to regain compliance with the stock
exchange's listing requirements, which include an average market
capitalization of at least $50 million over 30 consecutive trading
days, or stockholders' equity of at least that amount, the Journal
related.

Meanwhile, Katie Benner, Jodi Xu Klein, and Lauren Coleman-Lochner,
writing for Bloomberg News, reported that Amazon.com Inc., aiming
to bolster its brick-and-mortar operations, has discussed acquiring
some RadioShack locations after the electronics chain files for
bankruptcy, two people with knowledge of the matter said.

Amazon has considered using the RadioShack stores as showcases for
the Seattle-based company's hardware, as well as potential pickup
and drop-off centers for online customers, said one of the people,
who asked not to be named because the deliberations are private,
the Bloomberg report related.

Bloomberg notes that Amazon joins other potential bidders,
including Sprint Corp. and the investment group behind Brookstone,
in evaluating RadioShack stores, people familiar with the situation
said.

Richard Collings, writing for The Deal, reported that RadioShack
said in a regulatory filing on Feb. 2 it had received a second
default notice from Salus Capital Partners LLC, the administrator
for the retailer's $250 million term loan facility.  According to
The Deal, RadioShack said that if it is determined an event of
default has occurred, it would create a domino effect, where its
$585 million asset-based loan, for which Cantor Fitzgerald is the
administrative agent, and its $325 million in 6.75% senior notes,
with Wells Fargo Bank NA as the trustee, would both come due.

                   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.


RED ROCK: District Court Affirms $934K Award in Suit vs. Suffolk
----------------------------------------------------------------
Judge Eduardo C. Robreno of the U.S. District Court for the Eastern
District of Pennsylvania affirms in toto the decision of the
Bankruptcy Court in favor of the subcontractor (and Debtor) Red
Rock Services Co., LLC in the appellate case captioned Robert H.
Holber, Chapter 7 Trustee, of Red Rock Services Co., Inc.,
Plaintiff-Appellee, v. Suffolk Construction Company, Inc.,
Defendant-Appellant, Case No. 13-784.

Suffolk appealed the Bankruptcy Court's final judgment in the
amount of $934,458 (including the initial net award of $799,006
plus the $135,452 adjustment) in favor of Red Rock.

Red Rock was a demolitions subcontractor.  Suffolk is a
construction general contractor.  In 2006, Red Rock entered into
two subcontracts with Suffolk; these related to two separate
projects for which Suffolk was the general contractor.

The case arose from a dispute between a general contractor and a
subcontractor concerning the subcontractor's performance at two
separate construction projects.  Because during the course of the
dispute -- which has generated myriad factual and legal issues --
Red Rock filed for bankruptcy, the matter was tried before the
Bankruptcy Court.

On July 24, 2006, Red Rock and Suffolk entered into a subcontract
-- Silo Point subcontract -- under which Red Rock would perform
demolition work on a construction project located in Baltimore,
Maryland -- Silo Point project.  The project entailed converting an
old grain silo into condominiums.  Suffolk, as general contractor,
was under contract with the site's owner, Silo Point II, LLC.

In July 2007, Red Rock submitted Change Order No. 3, encompassing
and superseding the previous two change orders and requesting a
contract price increase.  Suffolk forwarded Change Order No. 3 on
to Owner, who rejected it for its untimeliness and for other
reasons.

Red Rock filed for bankruptcy on September 13, 2007.  On March 18,
2008, Suffolk filed a proof of claim, alleging it was owed
substantial damages arising from alleged breach of the two
subcontracts.  On May 18, 2009, Red Rock then initiated an
adversary proceeding against Suffolk, alleging it was owed money by
Suffolk for work performed in the two subcontracts.

In August 2012, the Bankruptcy Court issued an opinion (1) awarding
damages to Red Rock for Suffolk's breach of the Silo Point
subcontract, (2) awarding damages to Suffolk for Red Rock's breach
of the McCormack subcontract, and (3) allowing General to offset
its award against Red Rock's, which resulted in a net recovery to
Red Rock.

In January 2013, the Bankruptcy Court resolved the attorneys' fees
and costs issue, granting a net award to Red Rock in the amount of
$799,006 (including $304,707 net damages and $494,299 net
attorneys' fees and costs) and entering final judgment.  The
Bankruptcy Court also granted Red Rock's motion to increase its
award on the Silo Point subcontract by $135,452 on the basis of an
inadvertent calculation error.

The Bankruptcy Court denied Suffolk's motion to subtract overhead
and profit from Red Rock's Silo Point subcontract recovery because
Suffolk failed to raise the issue prior to judgment and, in the
alternative, on the merits.

A full-text copy of the Memorandum dated December 8, 2014, is
available at http://bit.ly/15q9MCafrom Leagle.com.

The Plaintiff-Appellee is represented by:

          David R. King, Esq.
          HERRICK FEINSTEIN LLP
          2 Park Avenue
          New York, NY 10016
          Telephone: (212) 592-1400
          Facsimile: (212) 592-1500

               - and -

          Howard Gershman, Esq.
          GERSHMAN LAW OFFICES PC
          Gershman Law Offices, PC
          610 York Road, Suite 200
          Jenkintown, PA 19046
          Telephone: (215) 886-1120
          Facsimile: (215) 886-1118

Appellant-Defendant Suffolk Construction Company, Inc., is
represented by:

          John W. DiNicola, II, Esq.
          DINICOLA SELIGSON & UPTON LLP
          185 Devonshire Street, Suite 902
          Boston, MA 02110
          Telephone: (617) 279-2592
          Facsimile: (617) 426-0587
          E-mail: Jack.DiNicola@dsu-law.com

               - and -

          Scott Aaron Levin, Esq.
          MCELROY DEUTSCH MULVANEY & CARPENTER LLP
          1 Penn Cntr. -Suburban Station
          1617 JFK Blvd., Suite 1500
          Philadelphia, PA  19103-1815
          Telephone: (215) 557-2900
          Facsimile: (215) 557-2990/2991
          E-mail: slevin@mdmc-law.com

Red Rock Services Co., LLC filed a Chapter 7 bankruptcy petition
(Bankr. E.D. Pa. Case No. 13-784) on September 13, 2007. Prior to
its bankruptcy filing, the Debtor was a demolitions subcontractor.


ROBIN GRATHWOL: North Carolina Judge Won't Revive 3 Lawsuits
------------------------------------------------------------
Senior District Judge James C. Fox affirmed the orders dated
February 18, 2014, of the U.S. Bankruptcy Court of the Eastern
District of North Carolina dismissing three lawsuits commenced by
debtor Robin Dale Grathwol.

As reported by the Troubled Company Reporter on Feb. 24, 2014,
Bankruptcy Judge Stephani W. Humrickhouse dismissed these adversary
proceedings filed by, or on behalf of, Grathwol:

     1. 13-00023-8-SWH, Robin Dale Grathwol, shareholder of
Coastal Carolina Developers, Inc. ("CCD") v. CCD; B. Leon Skinner;
BLS Lands, LLC; Walter T. Wilson and Coswald, LLC -- a shareholder
derivative action brought by the debtor as one-third owner of CCD
to collect damages for malfeasance and breach of fiduciary duty by
the remaining shareholders/directors (the "shareholder derivative
action" or "AP-23");

     2. 13-00024-8-SWH, Robin Dale Grathwol and Ann F. Grathwol
Living Trust v. CCD; Hanover Land, LLC; W and B Investment Co.,
Inc.; Coswald, LLC; B. Leon Skinner and BLS Lands, LLC, and Walter
T. Wilson -- an action for judicial dissolution of certain
entities due to malfeasance and wasting of assets by other members
(the "dissolution action" or "AP-24"); and

     3. 13-00025-8-SWH, Legacy Group of NC, Inc. v. CCD -- an
action by the debtor's wholly owned development company to recover
for breach of contract to provide certain development entitlements
(the "breach of contract action" or "AP-25").

The defendants sought dismissal, asserting a lack of subject
matter jurisdiction.

A copy of the Bankruptcy Court's Feb. 18, 2014 Order is available
at http://is.gd/jMSorXfrom Leagle.com.

A copy of the District Court's Jan. 15, 2015 Order is available at
http://is.gd/9153tdfrom Leagle.com.

Robin Dale Grathwol is as a shareholder of Coastal Carolina
Developers, Inc.  Grathwol filed a chapter 11 petition (Bankr.
E.D.N.C. Case No. 12-00294) on Jan. 13, 2012, and the debtor's plan
of reorganization was confirmed on Nov. 26, 2012.


ROUNDY'S SUPERMARKETS: Moody's Cuts Corporate Family Rating to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded Roundy's Corporate Family
Rating and Probability of Default Rating to B3 from B2 and B3-PD
from B2-PD respectively. The ratings outlook was changed to stable
from negative. Additionally, Moody's downgraded the rating of the
company's $460 million term loan to B2 from B1 and downgraded the
rating of the company's $200 million second lien notes to Caa1 from
B3. Moody's also assigned Roundy's a speculative grade liquidity
rating of SGL-2.

"We expect increasing competition in Roundy's core markets to
continue to pressure its top line and margins in the next 12
months. This could cause further deterioration in the company's
credit metrics which are already weak," Moody's Senior Analyst
Mickey Chadha stated.

Ratings Rationale

The company's B3 Corporate Family Rating reflects its high
leverage, small size, geographic concentration, and increasing
competition from alternative food retailers which continues to
pressure revenue growth and margins. In light of the stiff
competition and underperformance of its 27 Rainbow banner stores
the company exited the Minneapolis/ St. Paul market in 2014.
Roundy's continues to face challenges in its core markets and its
same store sales growth continues to lag its peers. Third quarter
2014 same store sales declined 2.7% primarily due to a decline in
the number of customer transactions. Moody's expect that continuing
competition, sub-par economic growth, and skittish consumers will
continue to pressure Roundy's top line and margins in the near to
medium term. However, Moody's anticipate the company's expansion
into the Chicago market and the closing of some of its
underperforming stores coupled with price investments could improve
its operating performance in the longer term. Positive rating
factors include the company's good regional market identity and
increasing presence in the Chicago market with the expansion of the
Mariano's banner, as well as the company's good liquidity.

The following ratings are downgraded:

Corporate Family Rating at B3 from B2

Probability of Default Rating at B3-PD form B2-PD

$460 million first lien term loan maturing 2021 at B2 (LGD3) from

B1 (LGD3)

$200 million Second Lien Notes maturing 2020 at Caa1 (LGD 5) from

B3 (LGD5)

The following ratings are assigned:

Speculative Grade Liquidity Rating at SGL-2

The stable outlook incorporates Moody's expectation that increasing
competition in Roundy's core markets could continue to pressure its
top line and margins in the next 12 months which could cause
further deterioration in the company's credit metrics in the near
term. However, Moody' s expects the company's liquidity will remain
good, and operating performance including same store sales growth,
margins and credit metrics will not deteriorate substantially and
will eventually demonstrate measured but sustained improvement in
the longer term as the company expands its Mariano's banner and
optimizes its store base

The ratings could be downgraded if Roundy's liquidity weakens or
the company fails to stabilize or improve same store sales and
operating performance in the next 12-18 months such that
debt/EBITDA does not demonstrate meaningful progress towards 7.0
times (as adjusted by Moody's). Ratings could also be downgraded if
EBITA/interest expense is sustained below 1.0 times for an extended
period of time. A shift towards an aggressive financial policy
could also pressure ratings.

While an upgrade in the near to medium term is unlikely, over time
the company's ratings could be upgraded if same store sales are
positive on a sustained basis, operating margins and credit metrics
demonstrate improving trends while it generates positive free cash
flow and maintains good liquidity. Quantitatively, an upgrade would
require debt/EBITDA to be sustained below 7.0 times and
EBITA/interest is sustained above 1.25 times.

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

Roundy's Supermarkets, Inc., headquartered in Milwaukee, Wisconsin,
operates 149 retail grocery stores in Wisconsin and Illinois
primarily under the Pick 'n Save, Copps, Mariano's, and Metro
Market banners. Revenues from continuing operation for the nine
months ending September 27, 2014 were $2.8 billion.



SABINE OIL: S&P Raises CCR to 'B' & Removes From Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Sabine Oil & Gas Corp. (formerly known as Forest
Oil Corp.) to 'B' (same as the former Sabine LLC) from 'B-' and
removed the ratings from CreditWatch, where S&P placed them with
positive implications on May 8, 2014, following Sabine LLC's
announcement that it would acquire Forest. Sabine LLC's former
subsidiaries guarantee Sabine Corp.'s debt. The outlook is
negative.

In addition, S&P raised its issue rating on Sabine Corp.'s senior
secured debt to 'BB-' from 'B+' and on its senior unsecured debt to
'CCC+' (same as Sabine LLC) from 'CCC' and removed them from
CreditWatch, where S&P placed them with positive implications on
May 8, 2014.  The recovery rating on the senior secured debt
remains '1' and the recovery rating on the senior unsecured debt
remains '6'.  S&P is also assigning its 'BB-' senior secured debt
rating and '1' recovery rating to Sabine Corp.'s $2 billion secured
revolving credit facility with a $1 billion borrowing base.

"The upgrade reflects the merger with Sabine LLC and our view that
the combined company has an improved business risk due to increased
scale," said Standard & Poor's credit analyst Ben Tsocanos.  "We
assess its business risk as "weak" and its financial risk as
"highly leveraged." Sabine Corp. assumed Sabine LLC's debt and its
former subsidiaries provide guarantees of Sabine Corp.'s debt."

The negative rating outlook reflects Standard & Poor's expectation
that Sabine Corp.'s leverage will rise above 5x debt to EBITDA and
in 2016, which S&P views as high for the rating.  S&P projects that
leverage will begin to decline in 2017, reflecting a higher oil
price assumption.

S&P would consider a downgrade if the company faced material
liquidity issues that limited its access to its credit facility or
if S&P do not expect leverage to decline after peaking next year.

S&P would consider revising the outlook to stable if Sabine Corp.
can reduce financial leverage to below 5x debt to EBITDA and above
12% FFO to debt while maintaining adequate liquidity.



SARATOGA RESOURCES: Enters Into Forbearance Agreement with Lenders
------------------------------------------------------------------
Saratoga Resources, Inc. on Feb. 2 disclosed that it has entered
into (i) a forbearance agreement (the "First Lien Forbearance
Agreement") with all of the holders of notes (the "First Lien
Notes") in the amount of $54.6 million issued under that certain
Indenture dated as of November 22, 2013 (the "First Lien
Indenture"), by and among the Company and its subsidiaries and The
Bank of New York Mellon Trust Company, N.A., as trustee (the "First
Lien Trustee"); and (ii) a forbearance agreement (the "Second Lien
Forbearance Agreement") with 75% or more of the holders of notes
(the "Second Lien Notes") in the amount of $125.2 million issued
under that certain Indenture dated as of July 12, 2011, as
supplemented or amended (the "Second Lien Indenture"), by and among
the Company and its subsidiaries and The Bank of New York Mellon
Trust Company, N.A., as trustee (the "Second Lien Trustee").

Pursuant to the terms of the First Lien Forbearance Agreement, the
holders of the First Lien Notes (the "First Lien Lenders") will
forbear from exercising any rights or remedies that the First Lien
Lenders or the First Lien Trustee may have against the Company
under the First Lien Indenture until the earlier of March 16, 2015
or the occurrence of an event of default within the meaning of the
First Lien Forbearance Agreement (the "Forbearance Period").

Under the terms of the First Lien Forbearance Agreement, Saratoga
will pay, by February 2, 2015, the accrued and unpaid interest,
with interest at the default rate, originally scheduled to be paid
on December 31, 2014.

The Second Lien Forbearance Agreement is substantially identical to
the First Lien Forbearance Agreement except that Saratoga is not
required under the Second Lien Forbearance Agreement to pay, during
the Forbearance Period, the scheduled January 1, 2015 interest
payment.

Under the Second Lien Indenture, action by holders of at least 25%
in aggregate principal amount of the Second Lien Notes is required
to declare the notes due and payable under the Second Lien
Indenture.  The Second Lien Forbearance Agreement has been executed
by holders of more than 75% in principal amount of the Second Lien
Notes.  Those holders have agreed that they will not take any steps
to enforce any rights of the Second Lien Trustee or the Second Lien
Lenders during the Forbearance Period.

As previously disclosed, the interest payments scheduled to be made
on December 31, 2014, with respect to the First Lien Notes, and
January 1, 2015, with respect to the Second Lien Notes, were not
made on those dates.  However, the interest payments are not in
default under the applicable indentures until 30 days after the
scheduled payment dates.

With the steep drop in oil prices over recent months, Saratoga is
focused on implementing substantial cost reductions to support
operations pending a rebound in prices.  Significant cost savings
have already been realized through such efforts with further cuts
targeted.  The Company is focused on working with its lenders to
address operational and liquidity concerns with a view to improving
profitability and ultimately repaying its outstanding notes.

                   About Saratoga Resources

Saratoga Resources -- http://www.saratogaresources.com-- is an
independent exploration and production company with offices in
Houston, Texas and Covington, Louisiana.  Principal holdings cover
approximately 52,000 gross/net acres, mostly held by production,
located in the transitional coastline and protected in-bay
environment on parish and state leases of south Louisiana and in
the shallow Gulf of Mexico Shelf.  Most of the company's large
drilling inventory has multiple pay objectives that range from as
shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet
in water depths ranging from less than 10 feet to a maximum of
approximately 80 feet.


SEARS METHODIST: Four Homes Sold to Evergreen for $79.1 Million
---------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Sears Methodist Retirement System Inc., a
nonprofit operator of senior living homes in Texas, got court
approval to sell four of its facilities to affiliates of Evergreen
Senior Living Properties LLC for a total of $79.1 million.

According to the report, at the conclusion of a Jan. 21 auction,
Evergreen was deemed the successful bidder for the Wesley Court
Methodist Retirement Community in Abilene, Parks Methodist
Retirement Community in Odessa, and Craig Retirement Community in
Amarillo, by offering to pay $59.1 million for the three
facilities.  Evergreen was also the successful bidder for the
Meadow Lake Retirement Community in Tyler, at $20 million, the
report related.

                      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.


SERVICEMASTER COMPANY: Moody's Hikes Corp. Family Rating to B2
--------------------------------------------------------------
Moody's Investors Service upgraded all of The Servicemaster
Company, LLC's credit ratings. The Corporate Family rating ("CFR")
was raised to B2 from B3, Probability of Default rating ("PDR") to
B2-PD from B3-PD, the senior secured to B1 from B2, the senior
unsecured (guaranteed) to B3 from Caa1 and the senior unsecured
(not guaranteed) to Caa1 from Caa2. The SGL-2 Speculative Grade
Liquidity rating ("SGL") was affirmed. The ratings outlook was
revised to positive from stable.

On January 16, 2015, ServiceMaster called about $190 million
principal amount of its 8% Senior Unsecured Notes due 2020. The
source of funds for the repayment, which should occur in February,
as well as to pay associated call premiums, fees and expenses, is
cash.

Upgrades:

Issuer: ServiceMaster Company, LLC (The)

Corporate Family Rating (Local Currency), Upgraded to B2 from B3

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

Senior Secured Upgraded to B1 (LGD3) from B2 (LGD3)

Senior Unsecured Upgraded to B3 (LGD4) from Caa1 (LGD4)

Issuer: ServiceMaster Company (The) (Old)

Senior Unsecured Upgraded to Caa1 (LGD6) from Caa2 (LGD6)

Issuer: ServiceMaster Company LimitedPartnership(The)

Senior Unsecured Upgraded to Caa1 (LGD6) from Caa2 (LGD6)

Affirmations:

Issuer: ServiceMaster Company, LLC (The)

Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook Revisions:

Issuer: ServiceMaster Company, LLC (The)

Issuer: ServiceMaster Company (The) (Old)

Issuer: ServiceMaster Company LimitedPartnership(The)

Outlook, Changed To Positive From Stable

Ratings Rationale

"New services at Terminix, new customers at AHS and price increases
at both should drive sustainable revenue and profit growth and
further debt reduction at ServiceMaster, leading to the ratings
upgrade and positive ratings outlook," noted Edmond DeForest,
Moody's Senior Credit Officer.

The upgrade of the CFR to B2 reflects Moody's expectations for at
least 5% revenue growth and expanding EBITA margins above 20% that
enable leverage reduction through EBITDA growth and debt repayment
from about $200 million free cash flow. Moody's anticipates debt to
EBITDA will decline below 5 times by the end of 2015. EBITA margins
have increased several percent since 2013, driven mostly by price
increases that also led to steady mid-single digit revenue growth.
The improving business performance provides support for Moody's
expectation for revenue growth and profitability expansion to be
sustainable. Acquisitions could be about $100 million a year and
will compete with debt reduction as a use of free cash flow.
Moody's does not expect ServiceMaster to pay dividends or to
repurchase its shares. Liquidity from about $150 million of cash
(after the announced debt repayment), around $200 million of
anticipated free cash flow and about $150 million of revolver
availablity is considered good.

The positive ratings outlook reflects Moody's expectations for at
least 5% revenue growth driven by new products and price increases
and about $200 million of free cash flow. The ratings could be
lowered if revenue declines due to customer losses or less pricing
flexibility at Terminix or AHS, leading Moody's to anticipate debt
to EBITDA to remain above 5.5 times, free cash flow below $100
million and diminished liquidity. Shareholder friendly financial
policies that lead to increasing financial leverage could also
result in a downgrade. The ratings could be raised if revenue and
profitability growth continue and the company repays debt such that
debt to EBITDA is expected to be sustained below 5 times and
retained cash flow to debt will remain above 10%.

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

ServiceMaster is a national provider of termite and pest control,
home service contracts, cleaning and disaster restoration, house
cleaning, furniture repair and home inspection products and
services through company-owned operations and franchise licenses.
Brands include: Terminix, American Home Shield (AHS), ServiceMaster
Clean, Merry Maids, Furniture Medic and AmeriSpec. The company is
controlled by affiliates of Clayton, Dublier & Rice ("CD&R"), but
Moody's anticipates CD&R may sell shares in 2015, thereby leading
to public shareholder control. Moody's expects 2015 revenues of
about $2.6 billion.



SK HOLDCO: S&P Retains 'B+' Rating Over $100MM Notes Add-On
-----------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' issue-level and
'2' recovery ratings on U.S.-based SK HoldCo LLC's first-lien
revolver due 2019 and first-lien term loan due 2021 and the 'CCC+'
issue-level and '6' recovery ratings on the senior unsecured notes
due 2022 are unchanged following the company's proposed $100
million add-on to the senior unsecured notes.  The company is
raising the proposed add-on under the existing indenture.  The
borrower under the credit facilities and the issuer of the notes is
Midas Intermediate Holdco II LLC.   The co-issuer of the notes is
Midas Intermediate Holdco II Finance Inc.

The company plans to use proceeds to repay borrowings under its
revolver and add cash to the balance sheet.  The 'B' corporate
credit rating and stable outlook on SK HoldCo LLC remain
unchanged.

S&P's 'B' corporate credit rating on SK HoldCo LLC (operating under
the brand name Service King Collision Repair Centers) reflects the
company's economically resilient business model. However, its
aggressive expansion strategy, which entails some integration risk
(reflecting consolidation in the market) and its relatively narrow
scope, scale, and diversity (the company conducts business only in
certain locales in the U.S. and it consists only of collision
repair services) work against this resilience somewhat.  S&P still
believes that the company's track record of integrating acquired
repair centers during the past several years demonstrates its
ability to move forward with its market consolidation strategy;
however, S&P will continue to monitor the consolidated enterprise's
performance--particularly with respect to maintaining or improving
current gross margins as well as generating positive free operating
cash flow (FOCF).

S&P's financial risk profile assessment reflects its expectation
for leverage to remain over 7x over the next two years, partly
offset by the company's favorable working capital position, which
enables positive free operating cash flow generation.

The stable outlook reflects S&P's view that SK HoldCo will continue
to operate at recent gross margin levels or better, allowing the
company to generate a small amount of positive FOCF and maintain
sufficient liquidity despite its business strategy of growth
through acquisitions.

S&P could lower the rating within the next 12 months if the
company's operating prospects reverse, potentially resulting from
integration risks associated with its strategy of growth through
debt-funded acquisitions.  For instance, S&P could downgrade SK
HoldCo if the company is not able to generate positive free cash
flow consistently for multiple quarters, thereby adversely
affecting liquidity, or if its debt leverage stays over 7.5x.

S&P considers an upgrade unlikely during the next 12 months because
it believes SK HoldCo's financial risk profile will remain "highly
leveraged" under its financial sponsor, based on its large debt
burden relative to its size and S&P's general view of the financial
sponsors' tolerance for financial risk.

RECOVERY ANALYSIS

Key analytical factors

   -- S&P previously completed a recovery analysis and assigned
      issue-level and recovery ratings on SK Holdco LLC's existing

      first-lien revolver and term loan and senior unsecured
      notes.  The existing issue-level and recovery ratings remain

      unchanged following the proposed add-on to the senior
      unsecured notes.  S&P's simulated default scenario envisions

      a payment default in 2018 as a result of a combination of
      the following: inability to successfully integrate
      acquisitions; operational missteps that weaken the company's

      relationships with key insurance carriers such that it loses

      its status in the direct repair programs; increased pressure

      from insurance companies to further reduce the prices of
      aftermarket and replacement parts; and new regulatory or
      legal requirements (for example, the National Stolen
      Passenger Motor Vehicle Information System) that result in
      increased compliance costs or decreased product demand.

   -- Other key assumptions include: an increase in LIBOR to 250
      bps; a fully drawn $100 million revolving credit facility at

      default to reflect the possibility of drawdowns for ongoing
      acquisitions (consistent with historical usage under the
      revolver); a 100-bps increase in the margin as a result of
      credit deterioration; and all debt outstanding at default
      includes six months of accrued interest.

Simulated default assumptions
   -- Year of default:  2018
   -- EBITDA at emergence:  $80 million
   -- Implied enterprise value (EV) multiple:  6.0x

Simplified waterfall
   -- Net enterprise value (EV) at emergence:  $456 million
   -- Valuation split in % (obligors/nonobligors): 100%/0%
   -- Priority claims:  $12 million
      --------------------------------------------
   -- Collateral value available to secured creditors: $444
      million
   -- Secured first-lien claims: $501 million
   -- Recovery expectations: 70%-90% (upper half of range)
   -- Unsecured claims: $312 million
   -- Recovery expectations:  0%-10%

RATINGS LIST

SK HoldCo LLC
Corporate Credit Rating                  B/Stable/--
  First-lien term loan and revolver       B+
   Recovery Rating                        2
  Senior unsecured notes                  CCC+
   Recovery Rating                        6



SLC INN: Wins Confirmation of Bankruptcy Exit Plan
--------------------------------------------------
SLC Inn LLC won confirmation of its Plan of Reorganization, dated
Dec. 11, 2014.  A copy of Bankruptcy Judge William T. Thurman's
Findings of Fact and Conclusions of Law dated Jan. 30, 2015, is
available at http://is.gd/Eijsx6from Leagle.com.

The confirmation hearing was held Jan. 29, 2015 at 2:00 p.m.  Blake
D. Miller, Esq. -- miller@millertoone.com -- at Miller Toone, P.C.
appeared on behalf of the Debtor.  David H. Leigh, Esq. --
dleigh@rqn.com -- at Ray Quinney & Nebeker appeared on behalf of
Wells Street Capital VII LLC; P. Matthew Cox, Esq. --
pmc@scmlaw.com -- at Snow, Christensen & Martineau, appeared on
behalf of Ford Motor Credit Co. LLC; Peter H. Kuhn appeared on
behalf of the United States Trustee.

No other plans were filed in the case.

SLC Inn, LLC, based in Salt Lake City, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 14-30634) on Oct. 7, 2014.
Hon. William T. Thurman presides over the case.  SLC Inn estimated
$1 million to $10 million in both assets and liabilities.  The
petition was signed by Wolter Mehring, authorized representative.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/utb14-30634.pdf


SOLYNDRA LLC: June 25 Discovery Cut-Off in Suit v. Suntech et al.
-----------------------------------------------------------------
District Judge Saundra Brown Armstrong in Oakland, Calif., signed
off on a stipulation and pre-trial order in the lawsuit, THE
SOLYNDRA RESIDUAL TRUST, BY AND THROUGH ITS LIQUIDATING TRUSTEE, R.
TODD NEILSON, Plaintiff, v. SUNTECH POWER HOLDINGS CO., LTD. ET
AL., Defendants, Case No. 12-CV-5272 (SBA) (EDL)(N.D. Cal.).

The lawsuit alleges price-fixing of solar panels by a trio of
Chinese solar-panel companies.  The Solyndra Residual Trust, by and
through its Liquidating Trustee, R. Todd Neilson, filed an Amended
Complaint on February 14, 2013.  The Court issued an Order Denying
Defendants' Joint Motion to Dismiss Plaintiff's First Amended
Complaint on March 31, 2014.  The Court issued its Order for
Pretrial Preparation on April 29, 2014, which set deadlines for
pretrial discovery in the Solyndra Litigation.

Defendant Suntech Power Holdings Co., Ltd. filed a Chapter 15
petition on February 21, 2014, and a recognition order was entered
on November 17, 2014, thereby triggering an automatic stay from
discovery in the Solyndra Litigation pending resolution of
bankruptcy proceedings in the Southern District of New York. In re
Suntech Power Holdings Co., Ltd., Case No. 14-10383 (Bankr.
S.D.N.Y. 2014).

Defendant Suntech America, Inc. filed a petition seeking Chapter 11
relief on January 12, 2015 in Bankruptcy Court for the District of
Delaware, thereby staying it from discovery in the Solyndra
Litigation.  In re Suntech America, Inc., Case No. 15-10054 (Bankr.
D. Del. 2015).

Solyndra intends to file motions seeking relief from the stays in
the Suntech Bankruptcy Proceedings.  The Parties, through their
counsel, have conferred and agreed to modestly extend the deadlines
for pretrial discovery as set out in Judge Armstrong's Pretrial
Order.

Trina Solar Limited, Trina Solar (U.S.), Inc., Yingli Green Energy
Holding Company, Yingli Green Energy Americas, Inc. and Solyndra
stipulate and agree that the remaining discovery deadlines in the
Solyndra Litigation are:

     a. Discovery Cut-Off, Except Expert Discovery: 6/25/2015;

     b. Plaintiff's and Defendant's Expert Designations:
        4/30/2015;

     c. Plaintiff's and Defendant's Expert Rebuttal Disclosures:
        5/28/2015;

     d. Expert Discovery Cut-Off: 6/25/2015;

     e. Hearing on All Dispositive Motions: on or before August
        28, 2015, subject to the Court's availability;

     f. Mandatory Settlement Conferences: 9/29 -- 10/15/2015;

     g. Pretrial Conference: December 18, 2015, subject to the
        Court's availability;

     h. Pretrial Preparation Due: October 23, 2015;

     i. Motions in Limine and Objections to Evidence: October 30,
        2015;

     j. Opposition: November 13, 2015;

     k. Reply: November 20, 2015; and

     l. Trial: February 5, 2016, subject to the Court's
        availability.

A copy of the Stipulation dated January 21, 2015 is available at
http://is.gd/hKXCZwfrom Leagle.com.

Attorneys for Solyndra Residual Trust:

     W. Gordon Dobie, Esq.
     William C. O'Neil, Esq.
     Kathryn Wendel Bayer, Esq.
     WINSTON & STRAWN LLP
     35 W. Wacker Drive
     Chicago, IL 60601-9703
     Tel: (312) 558-5600
     Fax: (312) 558-5700
     E-mail: wdobie@winston.com
             woneil@winston.com
             kbayer@winston.com

          - and -

     Robert B. Pringle, Esq.
     Eric E. Sagerman, Esq.
     WINSTON & STRAWN LLP
     101 California Street
     San Francisco, CA 94111-5840
     Tel: (415) 591-1000
     Fax: (415) 591-1400
     E-mail: rpringle@winston.com
             esagerman@winston.com

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.

The TCR reported on Nov. 12, 2012, Bloomberg News said Solyndra
LLC gave formal notice that its reorganization plan was confirmed
and substantially consummated.  The amended joint Chapter 11 plan
became effective Nov. 7, according to a court filing that fixed
Jan. 13 as the professional fee bar date and Dec. 7 as the bar for
administrative claims.

                         About Suntech

Suntech Power Holdings Co., Ltd. (OTC: STPFQ) produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are
represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP,
in White Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has signed a
Restructuring Support Agreement relating to the petition for
involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.

On Feb. 21, 2014, David Walker and Ian Stokoe, the joint
provisional liquidators of Suntech Power Holdings Co., Ltd.,
appointed by the Grand Court of the Cayman Islands, commenced a
Chapter 15 proceeding (Bankr. S.D.N.Y. Case No. 14-10383).  The
Chapter 15 Petitioners are represented by Jennifer Taylor, Esq.,
and Diana Perez, Esq., at O'Melveny & Myers LLP.  According to the
Chapter 15 petition, Suntech has more than $1 billion in both
assets and debts.

In November 2014, Judge Bernstein issued Findings of Fact and
Conclusions of Law granting the petition for Chapter 15 recognition
of Suntech Power Holdings's provisional liquidation in the Cayman
Islands as a foreign main proceeding.


SONDE RESOURCES: Files for Bankruptcy; Appoints FTI as Trustee
--------------------------------------------------------------
Sonde Resources Corp. on Feb. 2 disclosed that it has filed a
voluntary assignment in bankruptcy pursuant to the provisions of
the Bankruptcy and Insolvency Act (Canada).  In conjunction with
this filing, FTI Consulting Canada Inc. has been appointed as
Trustee in Bankruptcy.

Since 2012, Sonde has been pursuing alternatives for the Joint Oil
Block.  Most recently, in March of 2014, Sonde disclosed that it
had engaged Taylor-DeJongh, Inc. ("Taylor-DeJongh") to initiate a
process to explore and evaluate potential strategic alternatives to
enhance shareholder value with regard to the Joint Oil Block.
Sonde's Management and Taylor-DeJongh have actively pursued all
prospects and options available to the Company to complete a
transaction that would satisfy Sonde's significant financial
commitments under the Exploration and Production Sharing Agreement
("EPSA") covering the Joint Oil Block but have been unable to
secure and consummate such a transaction.  Potential investors
advised the Company and Taylor-DeJongh that the complexity of the
Zarat development, the high inert gas content, the extensive
capital needed to advance the Company's development plans and the
lack of progress on Tunisian government approval of the Unitization
and Unit Plan of Development of the Zarat Field (after over three
years of negotiations), coupled with the three exploratory well
obligations, were the key deterrents to proceeding with such a
transaction.

On December 15, 2014 Sonde disclosed that it had executed an
Exclusivity and Sale and Purchase Agreement with an arm's length
party (the "Exclusivity Agreement"), providing for a 90-day period
of exclusivity during which the parties would negotiate in good
faith the terms of definitive documentation (Sale and Purchase
Agreement and ancillary agreements) to complete the sale of the
shares of Sonde North Africa B.V. ("Sonde BV"), the Company's
wholly owned subsidiary that is the party to the EPSA (the
"Acquisition").  Under the terms of the Exclusivity Agreement the
Company was to receive US$2 million (the "Prepayment") of the US$8
million purchase price in two instalments: US$1 million upon the
satisfaction of certain conditions relating to transfer of certain
assets held by Sonde BV to the purchaser and US$1 million on
January 31, 2015.  The Company required the Prepayment to fund its
expenses in connection with the negotiation of the definitive
documentation relating to the Acquisition and for working capital.
However, due to objections from Joint Oil, to date, the initial
payment of US$1 million of the Prepayment has not been received and
the Company has exhausted substantially all of its working
capital.

In addition, Joint Oil has rejected the request by Sonde to defer
the remaining two commitment wells, one of the conditions precedent
for the Exclusivity Agreement, and demanded the payment of US$15
million pursuant to the corporate guarantee issued by Sonde in
support of the second well commitment under the EPSA.

Toufic Nassif, Chief Executive Officer of the Company, stated that
"We at Sonde are extremely disappointed that this latest rejection
by Joint Oil, under the watch of the Tunisian authorities, was
apparently done with total disregard to the critical importance of
the US$ 1.6 billion Zarat Development to the Tunisian economy and
to satisfying the immediate natural gas needs of Tunisia.
Furthermore, we believe this rejection was made with the full
knowledge of Joint Oil and the Tunisian authorities that it would
lead to the insolvency of Sonde, despite the extensive investments
made by Sonde over the past five years.  These investments include
the drilling of the Zarat North - 1 well, two alternative
pre-front-end engineering design development plans for the Zarat
Field, the acquisition, processing and the evaluation of more than
900 sq. km. of 3D seismic in both Tunisian and Libyan waters and
the well planning and purchase of long lead materials for the Fisal
exploratory well.  All of these investments clearly demonstrated
Sonde's dedication and commitment to the natural resource sector in
Tunisia and the entire Joint Oil Block.  Since January 2012, Sonde
has actively sought partners that could meet the substantial
financial and technical commitments of the Joint Oil Block.  On
more than one occasion we have presented potential transaction
partners (including one with whom we signed a farmout letter of
intent in May 2014) only to be frustrated by Joint Oil." As a
consequence of these circumstances, the Board of Directors of Sonde
authorized the bankruptcy filing as Sonde is unable to meet its
financial commitments under the EPSA and otherwise, and it has now
exhausted substantially all of its working capital.

The Company also disclosed that all of the officers and directors
of the Company have resigned and that the Company will remain
suspended from trading pursuant to the policies of the TSX Venture
Exchange.  Any inquiries with respect to the Company or its assets
can be made to FTI Consulting Canada Inc., Attention: Brett Wilson,
direct: +1 403.470.4054 email: Brett.Wilson@fticonsulting.com

Sonde Resources Corp. -- http://www.sonderesources.com/-- is a
Canada-based energy company engaged in the exploration and
production of oil and natural gas.  The Company has operations in
North Africa and Western Canada.  Sonde is actively engaged in
exploration and development of oil and gas resources throughout the
Joint Oil Block in offshore Tunisia and Libya.  The Company's key
activities include development of the Zarat Field, a three-well
exploration program, and a large3D seismic acquisition and
processing program.  On December 31, 2013 the Company completed the
disposition of substantially all of its Western Canadian assets to
Marquee Energy Ltd., including all of Sonde's reserves.


STATE FISH: Court Issues Joint Administration Order
---------------------------------------------------
Judge Sandra R. Klein of the U.S. Bankruptcy Court Central District
of California, Los Angeles Division, issued an order directing the
joint administration of the Chapter 11 cases of State Fish Co.,
Inc., and Calpack Foods, LLC, under the lead case no. 15-11084.

State Fish Co., Inc., and Calpack Foods, LLC, filed voluntary
Chapter 11 bankruptcy petitions (C.D. Cal. Lead Case No. 15-11084)
on Jan. 26, 2015.  The petitions were signed by George P. Blanco
as
authorized representative.  The Hon. Sandra R. Klein presides over
the jointly administered cases.  Amir Gamliel, Esq., and Alan D
Smith, Esq., at Perkins Coie LLP, serve as the Debtors' counsel.
George Blanco, at Avant Advisory Group, acts as chief
restructuring
officer.  State Fish estimated assets and liabilities of $10
million to $50 million.

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


SUNTECH POWER: June 25 Discovery Cut-Off in Solyndra Suit
---------------------------------------------------------
District Judge Saundra Brown Armstrong in Oakland, Calif., signed
off on a stipulation and pre-trial order in the lawsuit, THE
SOLYNDRA RESIDUAL TRUST, BY AND THROUGH ITS LIQUIDATING TRUSTEE, R.
TODD NEILSON, Plaintiff, v. SUNTECH POWER HOLDINGS CO., LTD. ET
AL., Defendants, Case No. 12-CV-5272 (SBA) (EDL)(N.D. Cal.).

The lawsuit alleges price-fixing of solar panels by a trio of
Chinese solar-panel companies.  The Solyndra Residual Trust, by and
through its Liquidating Trustee, R. Todd Neilson, filed an Amended
Complaint on February 14, 2013.  The Court issued an Order Denying
Defendants' Joint Motion to Dismiss Plaintiff's First Amended
Complaint on March 31, 2014.  The Court issued its Order for
Pretrial Preparation on April 29, 2014, which set deadlines for
pretrial discovery in the Solyndra Litigation.

Defendant Suntech Power Holdings Co., Ltd. filed a Chapter 15
petition on Feb. 21, 2014, and a recognition order was entered on
Nov. 17, 2014, thereby triggering an automatic stay from discovery
in the Solyndra Litigation pending resolution of bankruptcy
proceedings in the Southern District of New York. In re Suntech
Power Holdings Co., Ltd., Case No. 14-10383 (Bankr. S.D.N.Y.
2014).

Defendant Suntech America, Inc. filed a petition seeking Chapter 11
relief on January 12, 2015 in Bankruptcy Court for the District of
Delaware, thereby staying it from discovery in the Solyndra
Litigation.  In re Suntech America, Inc., Case No. 15-10054 (Bankr.
D. Del. 2015).

Solyndra intends to file motions seeking relief from the stays in
the Suntech Bankruptcy Proceedings.  The Parties, through their
counsel, have conferred and agreed to modestly extend the deadlines
for pretrial discovery as set out in Judge Armstrong's Pretrial
Order.

Trina Solar Limited, Trina Solar (U.S.), Inc., Yingli Green Energy
Holding Company, Yingli Green Energy Americas, Inc. and Solyndra
stipulate and agree that the remaining discovery deadlines in the
Solyndra Litigation are:

     a. Discovery Cut-Off, Except Expert Discovery: 6/25/2015;

     b. Plaintiff's and Defendant's Expert Designations:
        4/30/2015;

     c. Plaintiff's and Defendant's Expert Rebuttal Disclosures:
        5/28/2015;

     d. Expert Discovery Cut-Off: 6/25/2015;

     e. Hearing on All Dispositive Motions: on or before August
        28, 2015, subject to the Court's availability;

     f. Mandatory Settlement Conferences: 9/29 -- 10/15/2015;

     g. Pretrial Conference: December 18, 2015, subject to the
        Court's availability;

     h. Pretrial Preparation Due: October 23, 2015;

     i. Motions in Limine and Objections to Evidence: October 30,
        2015;

     j. Opposition: November 13, 2015;

     k. Reply: November 20, 2015; and

     l. Trial: February 5, 2016, subject to the Court's
        availability.

A copy of the Stipulation dated January 21, 2015 is available at
http://is.gd/hKXCZwfrom Leagle.com.

Attorneys for Solyndra Residual Trust:

     W. Gordon Dobie, Esq.
     William C. O'Neil, Esq.
     Kathryn Wendel Bayer, Esq.
     WINSTON & STRAWN LLP
     35 W. Wacker Drive
     Chicago, IL 60601-9703
     Tel: (312) 558-5600
     Fax: (312) 558-5700
     E-mail: wdobie@winston.com
             woneil@winston.com
             kbayer@winston.com

          - and -

     Robert B. Pringle, Esq.
     Eric E. Sagerman, Esq.
     WINSTON & STRAWN LLP
     101 California Street
     San Francisco, CA 94111-5840
     Tel: (415) 591-1000
     Fax: (415) 591-1400
     E-mail: rpringle@winston.com
             esagerman@winston.com

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.

The TCR reported on Nov. 12, 2012, Bloomberg News said Solyndra
LLC gave formal notice that its reorganization plan was confirmed
and substantially consummated.  The amended joint Chapter 11 plan
became effective Nov. 7, according to a court filing that fixed
Jan. 13 as the professional fee bar date and Dec. 7 as the bar for
administrative claims.

                         About Suntech

Suntech Power Holdings Co., Ltd. (OTC: STPFQ) produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are
represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP,
in White Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has signed a
Restructuring Support Agreement relating to the petition for
involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.

On Feb. 21, 2014, David Walker and Ian Stokoe, the joint
provisional liquidators of Suntech Power Holdings Co., Ltd.,
appointed by the Grand Court of the Cayman Islands, commenced a
Chapter 15 proceeding (Bankr. S.D.N.Y. Case No. 14-10383).  The
Chapter 15 Petitioners are represented by Jennifer Taylor, Esq.,
and Diana Perez, Esq., at O'Melveny & Myers LLP.  According to the
Chapter 15 petition, Suntech has more than $1 billion in both
assets and debts.

In November 2014, Judge Bernstein issued Findings of Fact and
Conclusions of Law granting the petition for Chapter 15 recognition
of Suntech Power Holdings's provisional liquidation in the Cayman
Islands as a foreign main proceeding.


SWEPORTS LTD: Ill. Court Throws Out Suit Against Appraisal Firm
---------------------------------------------------------------
District Judge Sharon Johnson Coleman in Chicago dismissed a
lawsuit filed by UMF Corporation and its majority owner Sweports,
Ltd, against an independent appraisal company, AccuVal Associates,
Inc., and Cameron Cook, the firm's senior manager.

The lawsuit is ancillary to a prolonged legal dispute between UMF
and Sweports, on one side, and a group of aggrieved shareholders
and financers, on the other side.

UMF manufactures cleaning products, and Sweports owns a majority of
the company's stock and various patents licensed to UMF.  In 2006,
the UMF companies brokered a complex financing deal with a group of
outside investors.  As part of the deal, Sweports issued stock to
the investors, and two of the investors joined Sweports's board.
The deal, however, went awry, and Sweports terminated the
investors' stock. This dispute has resulted in prolonged and
ongoing litigation between the UMF companies and the investors.

In the course of this dispute, the UMF companies retained AccuVal
to provide independent valuation of UMF.  Under the terms of the
agreement, UMF would provide AccuVal with financial data and
AccuVal would base its valuation on this data without verifying the
accuracy of it.

In October 2007, AccuVal delivered its appraisal report to UMF,
valuing the company at $103,800,000. The UMF companies acknowledge
that "AccuVal fully performed its engagement."

In 2007, the investors sued Sweports in state court over the
termination of their stock.  The trial court entered summary
judgment for the investors, and the case proceeded to a jury trial
on damages only.  The investors subpoenaed AccuVal and ultimately
Cook testified about AccuVal's work for UMF, and the UMF companies
maintain that he did so voluntarily and over their objections.

A jury awarded $1.265 million for the investors.  On April 28,
2014, the Illinois Appellate Court reversed the judgment in part
and remanded for a new trial on the issue of liability.

In October 2013, prior to the Illinois Appellate Court reversal of
the judgment, UMF sued the defendants in state court alleging that
AccuVal and Cook breached their fiduciary duty to UMF and conspired
with the investors.  The UMF companies allege that AccuVal and Cook
are liable based on Cook's in-court testimony.

The defendants removed the case to federal court, and the court
granted Sweports's motion to intervene. The UMF companies' amended
complaint raises claims against each defendant for breach of
fiduciary duty, indemnification, and conspiracy.

The defendants moved to dismiss the case.

According to Judge Coleman, the UMF companies' claims against
AccuVal and Cook fail on multiple grounds.

UMF CORPORATION and SWEPORTS, LTD., Plaintiffs, v. ACCUVAL
ASSOCIATES, INC., and CAMERON COOK, Senior Manager of AccuVal
Associates, Inc., Defendants, No. 13-CV-8994 (N.D. Ill.).  A copy
of Judge Coleman's January 20, 2015 Memorandum Opinion and Order is
available at http://is.gd/t4ioThfrom Leagle.com.

UMF and Sweports are represented by:

     Robert W. Queeney, Esq.
     131 South Dearborn Street, 30th Floor
     Chicago, IL 60603
     Tel: 312-263-3600

AccuVal and Cook are represented by:

     Mark Dennis Malloy, Esq.
     MEISSNER TIERNEY FISHER & NICHOLS, S.C.
     111 East Kilbourn Avenue, 19th Floor
     Milwaukee, WI 53202
     Tel: 414-273-1300
     Fax: 414-273-5840
     E-mail: mdm@mtfn.com

                          About Sweports

Sweports, Ltd., owns patents and a subsidiary called UMF
Corporation that manufactures antimicrobial cleaning products; UMF
apparently is Sweports' principal asset.  An involuntary Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-14254) was filed against
Sweports, Ltd., based in Skokie, Illinois, on April 9, 2012.

Sweports, Ltd., is represented by Ariel Weissberg at Weissberg &
Associates, Ltd.  The creditors who signed the involuntary petition
are Michael J. O'Rourke, Michael C. Moody and John A. Dore,
judgment creditors who assert they are each owed $345,000.  Neal L.
Wolf, Esq., at Neal Wolf & Associates, LLC, represents the
petitioning creditors.  On Nov. 21, 2012, the Court entered an
Order for Relief in the case.

Since then, Sweports has been managing its assets as a debtor-in-
possession.  Judge A. Benjamin Goldgar is presiding over the case.

On Dec. 12, 2012, the Office of the United States Trustee for the
Northern District of Illinois appointed these creditors to serve
on the Committee: Lee N. Abrams, John A. Dore, Michael C. Moody,
Michael O'Rourke and Perkaus & Farley, LLC. Mr. Moody is the
Chairperson.  The Committee retained Neal Wolf & Associates, LLC,
as counsel.

Both Sweports and the Official Committee filed plans of
reorganization. The bankruptcy judge rejected both plans. The U.S.
Trustee then moved that Sweports' bankruptcy either be converted
from Chapter 11 to Chapter 7 (liquidation) or dismissed. Neither
Sweports nor the creditors favored conversion, and so the
bankruptcy judge dismissed the bankruptcy on April 30, 2014.


TARGUS GROUP: Moody's Lowers Corporate Family Rating to Caa2
------------------------------------------------------------
Moody's Investors Service downgraded Targus Group International,
Inc.'s Corporate Family and Probability of Default ratings (CFR and
PDR respectively) to Caa2 and Caa2-PD, respectively, from Caa1 and
Caa1-PD. Moody's also downgraded the company's secured term loan
rating to Caa2 from Caa1. The outlook was changed to negative.

Subsequent to these rating actions, Moody's will withdraw all
ratings because it believes it has insufficient information to
support the maintenance of the ratings. Moody's has not received
Targus' audited financial statements for fiscal year ending
September 30, 2014, and does not expect to receive financial
information from the company going forward.

The downgrade reflects Targus' approaching maturities and
heightened probability of near-term debt restructuring. Moody's
believes the company has an unsustainable capital structure with
leverage in the high-7 times range as of June 30, 2014 (inclusive
of PIK notes, or 6 times through the ABL and term loan) in the
context of continued EBITDA declines, secular challenges in the
core laptop case business and intense competition in the tablet
case segment. This leverage estimate adds back items that Moody's
considers non-recurring but does not include Moody's lease
adjustment. Furthermore, Targus faces near term debt maturities -
its ABL and term loan are due in February and May 2016,
respectively - and may also violate term loan covenants in the
coming quarters considering its less than 10% cushion currently and
contractual covenant tightening. The company generates modestly
positive free cash flow after mandatory term loan amortization, and
had less than $15 million of cash balances as of June 30, 2014, the
majority of which is in foreign jurisdictions and not readily
accessible.

In the event of a restructuring, Moody's expects greater than 50%
recovery on the term loan, as the PIK HoldCo holders will bear some
of the impairment. Moody's also notes that the majority of the
estimated $55 million PIK HoldCo notes is held by shareholders.

In August 2013, Targus amended its term loan covenants in exchange
for 1% PIK interest and higher mandatory prepayments. The company
previously restructured its balance sheet in 2009 by converting its
former second lien term loan and Holdco debt (a combined $125
million amount) into equity and new HoldCo PIK notes.

Rating actions:

Issuer: Targus Group International, Inc.

Corporate Family Rating, downgraded to Caa2 from Caa1

Probability of Default Rating, downgraded to Caa2-PD from Caa1-PD

$185 million senior secured term loan due May 2016, downgraded to

Caa2 (LGD4) from Caa1 (LGD4)

Negative outlook

Ratings Rationale

The Caa2 Corporate Family Rating reflects the heightened
probability of near-term debt restructuring, given Targus' leverage
of high-7 times debt/EBITDA as of June 30, 2014 (inclusive of PIK
notes), secular changes to its business model, and weak overall
liquidity profile, including approaching 2016 maturities, likely
covenant violations, and limited revolver availability.

The negative outlook reflects the company's approaching maturities
and Moody's expectations for continued weak performance.

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

Targus Group International, Inc., based in Anaheim, California,
designs, develops, and sells cases and accessories for mobile
electronic devices, including laptop computers, tablets and smart
phones. The company sells its products to original equipment
manufacturers, third-party distributors, and retailers in over 100
countries. Revenues were about $466 million for the twelve months
ended June 30, 2014. Targus is privately owned by a syndicate of
financial institutions.



TKS LEASING: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: TKS Leasing, LLC
        20500 Alameda St.
        Carson, CA 90810

Case No.: 15-11544

Chapter 11 Petition Date: February 2, 2015

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

Debtor's Counsel: David L. Neale, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  Fax: 310-229-1244
                  Email: dln@lnbrb.com

Total Assets: $1.2 million

Total Liabilities: $7.1 million

The petition was signed by Gary Mooney, president and chief
executive officer.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb15-11544.pdf


TRUMP ENTERTAINMENT: Icahn Responds to Picketing Taj Mahal Workers
------------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
in a letter posted to his Web site, Carl Icahn argues that he's
"not fighting against the employees" of the Taj Mahal, who had
their medical and pension benefits cut as part of the beleaguered
casino's bankruptcy.  

Instead, Mr. Icahn says, "I am fighting for those employees --
fighting to save their jobs in the midst of a wholly unstable
crisis," the report related.

                About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $286 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.

The Official Committee of Unsecured Creditors tapped Gibbons P.C.
as its co-counsel, the Law Office of Nathan A. Schultz, P.C., as
co-counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


TS EMPLOYMENT: Enter Ch. 11 Amid $100M Debt to IRS
--------------------------------------------------
Payroll services provider TS Employment, Inc., entered bankruptcy
protection although it says it intends to continue operations and
propose a reorganization plan.

Robert Cassera, president of the Debtor, explains that recently, it
was discovered that the Debtor failed to make certain payroll tax
deposits to the Internal Revenue Service.  The precise amount of
unpaid withholding tax deposits is still being determined but could
be as high as $100 million.  

This chapter 11 case was filed for the primary purpose of
stabilizing the Debtor's business operations, so that its becoming
aware of this potential significant tax liability does not
jeopardize its ability to perform its PEO services to Corporate
Resource Services, Inc. ("CRS").  Also further to that goal, the
Debtor after consultation with CRS' senior management and its
lender has selected Barry Kasoff as a chief restructuring officer.
Separate applications to retain Mr. Kasoff's firm, Realization
Services Inc., as a consultant, and Barry Kasoff, as a chief
restructuring officer, will be filed with the Bankruptcy Court.

The Debtor has unpaid prepetition payroll obligations in the sum of
approximately $14 million.

The Debtor's assets consist primarily of cash and accounts
receivable.  During the next 30 days the Debtor expects to receive
$60 million from CRS, which will be utilized to meet its accrued
and on-going payroll obligations (including wages and corresponding
tax amounts).  CRS has demanded, and the Debtor intends to provide,
a detailed accounting of all amounts paid by CRS to the Debtor for
payroll obligations and of all amounts paid by the Debtor to
satisfy those payroll obligations, to ensure CRS, its lender, and
its customers that the PEO services provided by the Debtor will
continue uninterrupted in the ordinary course of business.

The Debtor intends to continue in the operation of its business in
the ordinary course, and to propose a plan of reorganization which
treats all creditors in a fair and equitable manner consistent with
the provisions of the Bankruptcy Code.

The Debtor on the Petition Date filed motions to:

   -- pay prepetition wages and salaries;

   -- use its existing bank accounts; and

   -- enter into an agreement with Realization Services, Inc., as
consultant.

                        About TS Employment

Based in New York, TS Employment Inc. is a professional employer
organization (a "PEO") that provides payroll-related services.  Its
only customer is publicly held Corporate Resource Services, Inc., a
diversified technology, staffing, recruiting, and consulting
services firm.  TS processes payroll of up to 30,000 employees.

TS Employment sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 15-10243) in Manhattan on Feb. 2, 2015.  Judge Martin Glenn is
assigned to the case.

The Debtor estimated at least $100 million in assets and debt.

The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel.

The Debtor's Chapter 11 plan and disclosure statement are due June
2, 2015.  The initial case conference is due by March 4, 2015.


TS EMPLOYMENT: Realization Services' Kasoff to Serve as CRO
-----------------------------------------------------------
TS Employment, Inc., asks the Bankruptcy Court to enter an order
approving effective as of Jan. 31, 2015, (i) a consulting agreement
under which Realization Services, Inc., has agreed to provide
certain services, and (ii) the retention of Realization's Barry
Kasoff to serve as chief restructuring officer.

As of the Petition Date, the Debtor had no chief financial officer,
among other important officer positions.  The Debtor has
determined, in the exercise of its business judgment that it needs
a consultant and CRO at this time with specific experience in
distressed business, especially professional employer organizations
and the staffing industry.

The Debtor has agreed to compensate Realization for Kasoff's
professional services at the rate of $35,000 per week, plus
reimbursement of normal, reasonable out-of-pocket operating and
travel expenses.  Under the Consulting Agreement, the Debtor was
required to pay a retainer in the amount of $150,000. Aside from
Kasoff's weekly fees, any other professional of Realization
providing services to the Debtor on a full time basis will require
a $25,000 payment per week per person.

To the best of the Debtor's knowledge, Realization and Mr. Kasoff
are each a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The firm may be reached at:

     Barry L Kasoff, CTP
     President
     Realization Services Inc
     124 Davids Hill Rd
     Bedford Hills, NY 10507-2522 USA
     Tel: (914) 234-6155
     Fax: (914) 234-6424
     E-mail: moc.secivresnoitazilaer@ffosakb

                        About TS Employment

Based in New York, TS Employment Inc. is a professional employer
organization -- PEO -- that provides payroll-related services.  Its
only customer is publicly held Corporate Resource Services, Inc., a
diversified technology, staffing, recruiting, and consulting
services firm.  TS processes payroll of up to 30,000 employees.

TS Employment sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 15-10243) in Manhattan on Feb. 2, 2015.  Judge Martin Glenn is
assigned to the case.

The Debtor estimated at least $100 million in assets and debt.

The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel.

The Debtor's Chapter 11 plan and disclosure statement are due June
2, 2015.  The initial case conference is due by March 4, 2015.


USA BABY: Labor Dept. Wins Summary Judgment in ERISA Suit
---------------------------------------------------------
The Secretary of the U.S. Department of Labor sued Scott Wallis,
Ronald Eriksen, USA Baby, Inc., USA Baby, Inc. 401(k) Plan, and USA
Baby, Inc. Health Plan for violations of the Employee Retirement
Income Security Act of 1974, 29 U.S.C. Sec. 1001 et seq.  In a
December 30, 2014 Memorandum Opinion and Order available at
http://is.gd/4R3Xdlfrom Leagle.com, Chief District Judge Ruben
Castillo granted the Secretary's separate motions seeking summary
judgment against Wallis and Eriksen.

In its summary judgment motion, the Secretary seeks a permanent
injunction preventing the Defendants from serving as fiduciaries to
any ERISA-covered employee benefit plan now or in the future.  The
Secretary also seeks monetary damages from Defendants representing
losses to the benefit plans.  The Defendants opposed.

The case is, THOMAS E. PEREZ, Secretary of Labor, United States
Department of Labor, Plaintiff, v. SCOTT WALLIS, et al.,
Defendants, NO. 11 C 3019 (N.D. Ill.).

                          About USA Baby

Based in Lombard, Illinois, USA Baby Inc. sold infant and
children's furniture.  USA Baby was formed in 2003 to franchise
stores selling furniture and other products for babies and
children.  It operated no stores of its own.

On Sept. 5, 2008, three creditors, Wallis Kraham of Binghamton,
N.Y., Jack B. Whisler of Arlington Heights, Ill., and Leslie Ruess
of San Diego, filed an involuntary Chapter 11 petition (Bankr.
N.D. Ill. Case No. 08-23564), claiming breach of subscription
agreement and seeking $122,875 in the aggregate.   Abraham
Brustein, Esq., at Dimonte & Lizak, LLC, represented Wallis
Kraham, one of the petitioning creditors.

The bankruptcy court entered an order for relief, leaving USA Baby
in possession of the bankruptcy estate, but the corporation did
not file the required bankruptcy schedules or statements.

A group of franchisees, citing that failure and alleging a history
of prepetition mismanagement by Scott Wallis, the company's
president and a 5% stockholder, asked the bankruptcy court to
appoint a trustee and convert the case to Chapter 7.  While those
motions were pending, the company filed a statement of affairs and
the required schedules.

The bankruptcy court appointed Barry Chatz as trustee but denied
the franchisees' motion for conversion to Chapter 7.  Days later,
though, Mr. Chatz filed his own motion for conversion, citing lack
of funding.  The bankruptcy court converted the case but also
allowed Mr. Chatz to continue operations for a limited time.

In May 2009, Commerce Capital LP was granted relief from the
automatic bankruptcy stay to foreclose on a lien against USA
Baby's assets.  On July 6, 2009, Commerce Capital conducted a
foreclosure sale of the assets, which included USA Baby's
trademarks and franchise agreements, and through credit bidding,
purchased the assets itself for $1 million.  On Nov. 18, 2009,
Commerce Capital brought a claim against a franchisee group, the
United Storeowners Association of Baby Stores, LLC, for
unauthorized use of intellectual property formerly belonging to
USA Baby and currently belonging to Commerce Capital.  Commerce
Capital subsequently settled a number of claims against the
franchisees regarding the trademarks and franchise agreements.


VERESEN MIDSTREAM: Moody's Assigns Ba3 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service, assigned a Ba3 Corporate Family Rating
(CFR) and a B1-PD Probability of Default Rating to Veresen
Midstream Limited Partnership (VMLP). Moody's also assigned a Ba3
rating to its proposed US$600 million senior secured term loan B,
C$75 senior secured revolving credit facility and C$1.3 billion
senior secured bank loan expansion facility. Moody's also gave VMLP
a SGL-3 Speculative Grade Liquidity Rating. The rating outlook is
stable. This is the first time that Moody's has rated VMLP.

The proceeds of the US$600 million term loan will be used to
partially finance the C$720 million acquisition of the Dawson
assets from Encana Corporation (Encana, Baa2 stable). The C$1.3
billion expansion facility will be used to fund growth capital
expenditures.

Assignments:

Issuer: Veresen Midstream Limited Partnership

  Probability of Default Rating, Assigned B1-PD

  Speculative Grade Liquidity Rating, SGL-3

  Corporate Family Rating, Assigned Ba3

  Senior Secured Bank Credit Facility, Assigned Ba3 (LGD3)

Ratings Rationale

VMLP's Ba3 corporate family rating primarily reflects natural gas
throughput volume risk on a key contract (Dawson), lack of
operating history for VMLP, high leverage (9x) which could increase
with cost overruns on the construction of Dawson assets, and the
complexity of its contracts, somewhat offset by the close
involvement of Encana in all aspects of VMLP's business. Moody's
believe the Cutbank Ridge Partnership (CRP, a joint venture
partnership between Encana and Mitsubishi Corporation (Mitsubishi,
A1 negative)) is likely to continue developing resources to be
processed by VMLP, as Mitsubishi is carrying Encana's development
costs until approximately 2019. In the event the Dawson asset is
not sufficiently used, CRP does provide strong contractual
protection mitigating this risk. As well, VMLP's 17 year contract
with Encana on Hythe/Steeprock has no volume or price risk, and CRP
will construct the Dawson assets and operate most of VMLP's assets
in the Dawson area.

The SGL-3 reflects adequate liquidity through 2015. Pro forma for
the January 2015 US$600 million term loan, VMLP will have
negligible cash and full availability under both its C$1.3 billion
senior secured expansion credit facility and its C$75 million
senior secured revolving credit facility. Moody's expect negative
free cash flow of about C$800 million for 2015 to be funded with
equity from its two owners and drawings on the expansion facility.
Moody's expect VMLP to be in compliance with its two financial
covenants through this period. VMLP has no alternate sources of
liquidity as it has pledged all of its assets to the secured
lenders under the term loan, revolver, and expansion facility.

Under Moody's Loss Given Default (LGD) Methodology, the pari-passu
US$600 million term loan B, C$75 revolving credit facility and
C$1.3 billion expansion facility are rated Ba3, same as the CFR as
all pieces of debt have a first priority lien over all assets under
one agreement.

The outlook is stable based on the expected sustainability of
VMLP's cash flow stream through the take-or-pay contract and
Moody's expectation that leverage will decrease once the Dawson
assets are constructed and operating.

The rating could be upgraded if VMLP can increase it size and scale
while decreasing leverage towards 6x as EBITDA is generated from
the Dawson growth capex spend.

The ratings for VMLP could be downgraded if the debt service
coverage ratio falls below 1.25x, or if there are material
construction cost overruns leading to debt to EBITDA above 10x.

VMLP is a newly formed private midstream energy company. VMLP is
50%-owned by Veresen Inc. (Veresen, unrated) and Kohlberg Kravis
Roberts & Co. L.P.(KKR), a private equity firm. VMLP will be
engaged in natural gas gathering, field compression and processing
in the central Montney in British Columbia.

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.



VESTCOM INT'L: Foxfire Deal No Impact on Moody's B2 CFR
-------------------------------------------------------
Moody's Investors Service says the announced plan of Vestcom
International, Inc. (Vestcom) to acquire FoxFire Printing and
Packaging, Inc. (Foxfire) does not impact Vestcom's B2 Corporate
Family Rating (CFR), the B1 rating on its first lien credit
facility, or the Caa1 rating on its second lien term loan.

Vestcom provides shelf-edge communications and specialized
marketing services to the retail industry. It maintains
headquarters in Little Rock, Arkansas. Court Square Capital
Partners acquired the company from the Stephens Group and Lake
Capital in December 2012.

Foxfire provides integrated business-to-business solutions in the
areas of printing, shelf-edge marketing, data management and
fulfillment to retailers, manufacturers and direct. Its
headquarters are in Newark, Delaware.



WESTERN REFINING: Moody's Assigns B3 Rating on $300MM Sr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Western
Refining Logistics, LP (WNRL), including a B1 Corporate Family
Rating (CFR), a B3 rating to its proposed offering of $300 million
senior unsecured notes due 2023 and a SGL-3 Speculative Grade
Liquidity Rating. These notes are co-issued by WNRL Finance Corp.
The proceeds from the proposed notes offering will be primarily
used to repay borrowings under its revolving credit facility, which
was drawn last October to fund a drop-down acquisition of the
Wholesale Fuels and Crude Trucking businesses from its parent
company, Western Refining, Inc. (WNR, B1 stable). The rating
outlook is stable.

"Western Refining Logistics' ratings reflect its strategic
importance to its parent company and general partner (GP) interest
owner, Western Refining, as well as its contracted, fee-based
revenues with WNR supported by minimum volume commitments over a
long-term time horizon," commented Amol Joshi, Moody's Vice
President. "Despite its small scale, Western Refining Logistics has
foreseeable growth plans through future drop-downs of logistics
assets owned by its parent."

Rating Assignments:

$300 Million Senior Unsecured Notes due 2023, Rated B3 (LGD 5)

Corporate Family Rating of B1

Probability of Default Rating of B1-PD

Speculative Grade Liquidity rating of SGL-3

Ratings Rationale

Moody's views WNRL's stand-alone credit profile as more consistent
with a B2 CFR, reflecting its stable cash flows from long-term,
fee-based contracts with minimum volume commitments, and its
potential growth trajectory, but restrained by its small scale of
operations with limited third-party revenue, short track record as
an MLP with its portfolio of assets, and high distributions
associated with its MLP structure. The assigned B1 CFR reflects a
one-notch uplift due to its strategic importance to WNR, as the MLP
will provide WNR with critical infrastructure and a coordinated
growth strategy. Additionally, WNR's support is reflected in its
66% ownership stake and the indirectly held non-economic general
partner (GP) interest, in WNRL.

The B3 rating assigned to the proposed senior unsecured notes
reflects both the overall probability of default of the company, to
which Moody's assigns a Probability of Default Rating of B1-PD, and
a loss given default of LGD5. The proposed notes are rated two
notches below the B1 CFR, reflecting the contractual subordination
of the notes to WNRL's $300 million revolving credit facility. The
credit facility is secured by substantially all of WNRL's assets.

WNR currently owns other logistics assets in its portfolio that
could eventually be dropped down into the MLP going forward. These
drop-downs would increase the diversity and scale of WNRL's
midstream asset portfolio. However, any future rating action would
consider how these drop-down or third-party acquisitions are
financed, as well as how affiliate and third-party revenue
contracts are structured.

WNRL's SGL-3 liquidity rating reflects the expectation for adequate
liquidity through 2015. Pro forma for the proposed notes offering
and the drop-down acquisition as of September 30, 2014, the company
will have full availability under its undrawn $300 million
revolving bank credit facility and a cash balance of roughly $53
million. The revolving credit facility matures in October 2018 and
is secured by substantially all of WNRL's assets. It includes
covenants of EBITDA / Interest Charges of no less than 2.5x, Total
Debt / EBITDA of no greater than 4.5x, and Secured Debt / EBITDA of
no greater than 3.5x. Pro forma for the notes offering, Moody's
estimates sufficient EBITDA headroom to maintain covenant
compliance at current debt levels. However, the funding of future
acquisitions will require capital market access and could result in
tightened covenant headroom. Moody's believes that the company will
need to finance its future acquisitions with a commensurate portion
of equity.

The stable rating outlook assumes that WNRL will finance future
material acquisitions with a meaningful portion of equity, maintain
adequate distribution coverage (over 1.1x) and leverage under 4x.
WNRL's ratings could be upgraded if the company is able to increase
in size and scale while maintaining reasonable leverage (EBITDA
exceeding $200 million, debt/EBITDA below 4x and plant property &
equipment exceeding $500 million on a sustained basis). However, if
third-party EBITDA remains limited, WNRL's rating will be capped by
WNR's rating. WNRL's ratings could be downgraded if debt / EBITDA
were to be sustained above 5x due to a leveraging acquisition, or
if the company acquired a significant amount of new assets with a
weak business risk profile. If WNR's credit quality were to
materially decline resulting in a CFR of B2 or below, this would
also pressure WNRL's ratings.

The principal methodology used in this rating 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.

Western Refining Logistics, LP is a master limited partnership
headquartered in El Paso, Texas.



WESTERN REFINING: S&P Assigns 'B' CCR & Rates $300MM Sr. Notes 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating on El Paso-based Western Refining Logistics
L.P. (WNRL).  The outlook is stable.  The stand-alone credit
profile (SACP) is also 'b', and S&P views the partnership as
moderately strategic to its general partner and parent, Western
Refining Inc.

At the same time, S&P assigned its 'B' issue rating and '4'
recovery rating to WNRL and WNRL Finance Corp.'s proposed $300
million senior unsecured note offering due 2023, indicating that
creditors can expect average (30% to 50%) recovery in the event of
a payment default.  S&P's recovery expectations are in the upper
half of the 30% to 50% range.

"The outlook on WNRL is stable and reflects our belief that the
partnership will maintain relatively conservative financial
measures, with debt to EBITDA in the low 3x area, and adequate
liquidity as it integrates the wholesale business and grows
organically during the next 12 months," said Standard & Poor's
credit analyst Michael Grande.

The most likely downside scenario would stem from a downgrade of
WNR, which would likely result in a WNRL downgrade.  S&P could
lower the ratings on WNR if the company's liquidity becomes
constrained or there is a considerable decline in operational
performance throughout the refining cycle, such that debt to EBITDA
increases and S&P believes will be sustained above 2.5x.

The most likely upside scenario would stem from an upgrade of WNR,
which would likely result in a WNRL upgrade.   An upgrade for WNR
is possible over time as the company's strategy related to its
future organizational and capital structure evolves, which may
result in an improved consolidated credit profile.  S&P could also
raise WNR's rating if the company increases its scale and
diversifies its refining capacity into a region that benefits from
price-advantaged crude oil.



WHITEHALL AVENUE: Ramada Worldwide Guaranty Suit Goes to Trial
--------------------------------------------------------------
Ramada Worldwide Inc. sued to enforce a personal guaranty against
defendant Zulfikar Jafri.  Jafri and three other individuals were
the owners and principal shareholders of Whitehall Avenue, LLC.  In
September 2009, RWI and Whitehall entered into a franchise
agreement that permitted Whitehall to operate a Ramada hotel in
Connecticut. Jafri had three partners: his brothers, Askari Jafri
and Wajih Jafri, and Steven Weil. Jafri and his three partners
purportedly executed a personal guaranty in connection with the
franchise agreement, in which they promised to satisfy Whitehall's
obligations in the event of default. Whitehall defaulted and filed
for bankruptcy in January 2011. RWI then filed this action to
enforce the guaranty. Jafri and his partners filed a counterclaim
alleging breach of contract and fraud. RWI and Jafri's partners
reached a settlement, leaving Jafri as the sole defendant.

The parties filed before the Court cross-motions for summary
judgment.  Jafri, while admitting that he signed the guaranty,
contends that his co-guarantors' signatures were forged, relieving
him of liability.

New Jersey District Judge Kevin McNulty said Jafri's defense does
raise genuine, material issues, both as to the fact of forgery and
RWI's knowledge of or involvement in the alleged forgery.
Accordingly, the judge said both sides' summary judgment motions
are denied.

The case is RAMADA WORLDWIDE INC., a Delaware Corporation
Plaintiff, v. ZULFIKAR JAFRI, an individual, ASKARI JAFRI, an
individual, WAJIH JAFRI, an individual, and STEVEN WElL, an
individual, Defendants, Civ. No. 12-CV-5301 (KM)(D. N.J.).

A copy of the Court's January 29, 2015 Opinion is available at
http://is.gd/UbK20mfrom Leagle.com.

Ramada Worldwide Inc., represented by:

     Bryan Paul Couch, Esq.
     Kelly Ann Krug, Esq.
     LeCLAIR RYAN
     One Riverfront Plaza
     1037 Raymond Boulevard, Sixteenth Floor
     Newark, NJ 07102
     Tel: 973-491-3582
     Mobile Phone: 845-893-6051
     Fax: 973-491-3632
     E-mail: bryan.couch@leclairryan.com

Zulfikar Jafri is represented by Michael A. Orozco, Esq. --
morozco@pricemeese.com -- at Price, Meese, Shulman & D'Arminio.
Wajih Jafri is also represented by Price, Meese, Shulman &
D'Arminio.

                      About Whitehall Avenue

Whitehall Avenue, LLC, dba Quality Inn Mystic, based in Mystic,
Connecticut, filed for Chapter 11 bankruptcy (Bankr. D. Conn. Case
No. 12-21184) on May 13, 2012.  Bankruptcy Judge Albert S.
Dabrowski presided over the case.  Ellery E. Plotkin, Esq., at Law
Offices of Ellery E. Plotkin, LLC, served as the Debtor's counsel.
In its petition, Whitehall Avenue estimated $1 million to $10
million in both assets and liabilities.  A list of the Company's 34
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/ctb12-21184.pdf The
petition was signed by Zulfikar Jafri, chief operating
officer.

According to reporting by the Troubled Company Reporter, Whitehall
Avenue also filed for Chapter 11 bankruptcy protection on Jan. 24,
2011 (Bankr. D. Conn. Case No. 11-50100).  Judge Alan H.W. Shiff
presided over the 2011 case.  Peter L. Ressler, Esq., at Groob
Ressler & Mulqueen, represented the Debtor in the first case.  The
Debtor estimated assets of less than $50,000, and debts of between
$1 million and $10 million.


WPCS INTERNATIONAL: Settles New York Lawsuit for $1.2 Million
-------------------------------------------------------------
WPCS International Incorporated and the shareholder plaintiff
entered into a settlement with a defendant in a case pending in the
United States District Court for the Southern District of New York
to resolve claims under Section 16 of the Securities Exchange Act
of 1934.  Under the terms of the Settlement, the Company will
receive $1.2 million from the Defendant, consisting of $600,000 in
cash and the forgiveness of $600,000 of the principal amount of
debt owed by the Company to the Defendant as reflected in unsecured
notes issued by the Company to the Defendant, which mature in
October 2015.  The Company will pay the Plaintiff's counsel
$300,000 in legal fees.  In addition, the Company and the Plaintiff
have agreed to release and discharge the asserted claims against
the Defendant.  The Settlement was entered into solely by way of
compromise and settlement and is not in any way an admission of
liability by the Defendant, according to a regulatory filing with
the U.S. Securities and Exchange Commission.

                About WPCS International Incorporated

WPCS -- http://www.wpcs.com-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.

As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013.

WPCS International incurred a net loss attributable to common
shareholders of $11.16 million for the year ended April 30, 2014,
as compared with a net loss attributable to common shareholders of
$6.91 million for the year ended April 30, 2013.  As of Oct. 31,
2014, the Company had $17.73 million in total assets, $17.34
million in total liabilities and $396,635 in total equity.

Marcum LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2014.  The independent auditing firm
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


[*] Activist Insight, Schulte Roth Release Investing Annual Review
------------------------------------------------------------------
Shareholder activism grew significantly in 2014, with the number of
companies targeted worldwide reaching 344, compared to 291 in 2013,
according to The Activist Investing Annual Review 2015, published
by Activist Insight, in association with SRZ.  Released on Jan. 30,
the review spotlights major trends in the past year, offers
predictions for the year ahead, features interviews with key
players in the activism market and analyzes statistics on global
activist campaigns.

Marc Weingarten and David E. Rosewater, SRZ M&A partners and
co-heads of the firm's global shareholder activism practice,
contributed expert analyses to the review.  They predict a
continued boom in the number of activism campaigns in the U.S.,
along with a steadily increasing number in the U.K. and continental
Europe.

In addition, the review features the annual "Activist Top Ten,"
with Starboard Value LP topping this year's list for its work on a
number of high-profile campaigns, especially in winning shareholder
support to replace the entire board at Darden Restaurants Inc. --
owner and operator of more than 1,500 restaurants that generate
approximately $6.3 billion in annual sales.  Activist Insight
selected the 2014 list based on the number of campaigns, average
size of targets, new investments and an annualized return formula.
Last year, Carl Icahn took the top spot.

The "Activist Top Ten 2014" are:

1. Starboard Value LP
2. Third Point LLC
3. JANA Partners LLC
4. Icahn Enterprises LP
5. GAMCO Investors Inc.
6. Elliot Management
7. Pershing Square Capital Management LP
8. Trian Partners
9. ValueAct Captial
10. Corvex Management LP

Josh Black, editor of the review commented, "Activist funds proved
more numerous and more successful than ever in 2014.  The continued
growth in activist assets and in campaigns at U.S. companies, in
particular, suggests that they are far from reaching the limits of
their impact."

In the foreword to the review, Mr. Weingarten and Mr. Rosewater
commented, "Thanks in part to the marked upswing in the number of
activism campaigns in 2014, there is no reason to expect activism
to slow in the year ahead.  In fact, the area continues to grow
and, bolstered by a steadily increasing flow of capital, is
expected to intensify."  The pair were named "Dealmakers of the
Year 2014" by The American Lawyer magazine, which highlighted their
work on the "fiercest shareholder activism campaigns and proxy
contests in the market."

Indeed, SRZ clients continue to grab headlines. JANA Partners LLC
successfully campaigned for PetSmart Inc. to sell itself, resulting
in the chain being acquired by BC Partners for $8.3 billion.
Clinton Group Inc. and Casablanca Capital LP won a majority of the
seats on the boards at ValueVision Media Inc. (now, EVINE Live
Inc.) and Cliffs Natural Resources Inc., respectively, both of
which subsequently replaced their CEOs. Sandell Asset Management
Corp. secured four board seats at Bob Evans Farms Inc., where the
CEO also resigned, and, most recently, Trian Partners won a board
seat at PepsiCo Inc.  

"Schulte Roth & Zabel maintains an unrivaled understanding of
shareholder activism. The firm regularly leads clients to success
drawing on a great depth of market knowledge and a sophisticated
understanding of the drivers behind activism," commented Alan S.
Waldenberg, chair of the firm's Executive Committee and chair of
the Tax Group.

Additional highlights from the review:

Shareholder activists were more active than ever in 2014, based on
the number of companies targeted and number of activists active. In
fact, the number of targeted companies with no prior run-ins with
activists over the last five years also increased, from 210 to
249.

The number of activists running a public campaign, such as a demand
for board representation or strategic alternatives, rose for its
fifth consecutive year in 2014, to 203.  In 2013, 160 activists ran
a public campaign, up from 150 in 2012.

Activists increasingly sought to push companies into M&A activity.
Proactive M&A campaigns, where activists seek to push companies to
acquire other firms or sell themselves, nearly doubled from 36 to
68 instances between 2013 and 2014.  Reactive M&A, typified by
opposition to deals or their terms, more than halved from 26 to 12
over the same period.


[*] S&P Inks $1.37-Bil. Settlement with Prosecutors
---------------------------------------------------
Ben Protess, writing for The New York Times' DealBook, reported
that Standard & Poor's announced that it had agreed to pay $1.37
billion to settle civil charges from the Justice Department and
from 19 state attorneys general and the District of Columbia.
According to the DealBook, the settlement, which does not require
judicial approval, signals that the investigation of crisis-era
misdeeds has entered a final stage.

A separate DealBook report related that the payout, which will
settle an array of government lawsuits that accused S.&P. of
inflating the ratings of subprime mortgage investments, does not
represent closure for the broader ratings business.

"The $1.37 billion fine shows that the current system does not
work," the DealBook said, citing Representative Brad Sherman, a
California Democrat who has co-written legislation to crack down on
rating agencies.


[*] The Deal Announces Results of Q4 2014 Bankruptcy League Tables
------------------------------------------------------------------
The Deal, TheStreet's institutional business, announced the results
of its quarterly rankings of the top firms and professionals
involved in active bankruptcy cases for the fourth quarter of 2014.
Data collected captures only active bankruptcy work on ongoing
U.S. and Canadian cases.

"The bankruptcy space has definitely seen a slowdown in activity
due to companies choosing other avenues for restructuring.  These
include out-of-court restructurings, assignments for the benefit of
creditors and other remedies, which these advisers expect to
continue to gain popularity in 2015," said Kelsey Butler, senior
bankruptcy reporter at The Deal.  "A continuing downturn in
bankruptcy work due to factors including low interest rates, a
stronger economy and the cost of the Chapter 11 process itself may
result in shrinking bankruptcy practices at law firms."

League Table highlights:

    * Saul Ewing LLP held onto its ranking from Q2 2014 as the top
law firm by volume with $1,091.9 billion in liabilities; Akin Gump
Strauss Hauer & Feld LLP was ranked second, with $1073.1 billion in
liabilities, followed by Vedder Price PC, with $1061.0 billion
liabilities.  Duane Morris LLP was ranked fourth, down two spots
from second in Q3 2014, with $951.3 billion in liabilities.

    * Amongst lawyers by volume, Michael Schein (Vedder Price PC)
held on to his top ranking from last quarter, followed by Douglas
Rosner (Goulston & Storrs PC), Richard Hahn (Debevoise & Plimpton
LLP), Scott Davidson (King & Spalding LLP) and Daniel Golden (Akin
Gump Strauss Hauer & Feld LLP).

    * For investment banks by volume, the top four banks held on to
their rankings since Q2 2014.  Blackstone Group LP maintained its
lead with $810.2 billion in liabilities, followed by Miller
Buckfire & Co. LLC in second place with $702.9 billion in
liabilities, Jefferies LLC in third place with $98.8 billion in
liabilities, Centerview Partners LLC in fourth place with $65.0
billion in liabilities.  Peter J. Solomon Co. ranked fifth with
$50.4 billion in liabilities.

    * The top four investment bankers held onto their rankings from
Q2 by volume with Timothy Coleman (Blackstone Group LP) in the
lead, followed by Stuart Erickson (Miller Buckfire & Co. LLC), Leon
Szlezinger (Jefferies LLC) and Steven Zelin (Blackstone Group LP).

The full suite of rankings is available now on The Deal, the
transaction information service powered by The Deal's newsroom and
the full report is also available online at:

               http://thedeal.com/pdf/Q42014BLT.pdf

           About The Deal's Bankruptcy League Tables

The Deal's Bankruptcy League Tables are the industry's only league
tables focused solely on active bankruptcy cases.  The Bankruptcy
League Tables by volume involve only active U.S. bankruptcy cases
of debtors with liabilities of $10 million or more.  The rankings
are based on the aggregation of those liability values.  The table
reflects the number of active cases fitting that criteria and may
not characterize the total number of active cases.  Firms and
professionals only get one credit for each active case, not each
active assignment.  The Bankruptcy League Tables by number involve
U.S. and Canadian bankruptcy cases irrespective of debtor asset
size. Professionals receive credit for multiple assignments on one
case.

                      About The Deal

The Deal -- http://www.thedeal.com/-- is a media and relationship
capital company providing over 100,000 users with business
opportunities sourced from proprietary deal news and a relationship
discovery tool.  Law firms, investment banks, private equity and
hedge funds use The Deal's insight and analysis about potential and
announced transactions to find their next deal and BoardEx's
service and database for building relationships.  The Deal is the
institutional arm of TheStreet, Inc. and has offices in New York,
London, Washington, D.C., Petaluma, CA and Chennai, India.


[*] U.S. Bankruptcy Judge Donald H. Steckroth to Join Cole Schotz
-----------------------------------------------------------------
Cole Schotz P.C. announces on Feb. 2 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 Feb. 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 private equity firms and hedge funds, as well
as 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.  


                            *********

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 ***