TCR_Public/150213.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, February 13, 2015, Vol. 19, No. 44

                            Headlines

30DC INC: Showcases Client Successes Creating Digital Products
ADVANCED MICRO DEVICES: Vanguard Reports 6.6% Stake as of Dec. 3
AG 11: Files for Chapter 11; Russian Investors Want to Stay Case
ALEXANDROS YFANTIDIS: Pleads Guilty to Burning Down Best Textile
ALLIED SYSTEMS: Yucaipa Slaps Hedge Funds with $175-Mil. RICO Suit

ALTEGRITY INC: Moody's Lowers Probability Default Rating to D-PD
AMERICAN AXLE: Barrow Hanley Reports 6.5% Stake as of Dec. 31
AMMED SURGICAL: Appeal in Professional Medical Billing Case Stayed
API TECHNOLOGIES: Incurs $19.3 Million Net Loss in Fiscal 2014
ARCAP 2003-1: Moody's Raise Rating on Class D Notes to Caa1

ARCTIC GLACIER: S&P Rates New $35MM 1st Lien Debt Add-On 'B-'
ARLENE FARKAS: Files for Ch. 11 to Stop Foreclosure Auction
ARLIE & COMPANY: Judge Drops Pachulski Attempt to Collect on Fees
ARRAY BIOPHARMA: T. Rowe Price Reports 6.5% Stake as of Dec. 31
ARRIS GROUP: Moody's Affirms Ba3 Corporate Family Rating

ASPEN GROUP: Alpha Capital Reports 1.9% Stake as of Feb. 5
AUXILIUM PHARMACEUTICALS: Pentwater Reports 7% Stake at Dec. 31
AUXILIUM PHARMACEUTICALS: Suspending Filing of Reports with SEC
AUXILIUM PHARMACEUTICALS: Vanguard Reports 6% Stake as of Dec. 31
BEAZER HOMES: Invesco Ltd. Reports 5.2% Stake as of Dec. 31

BERRY PLASTICS: Apollo V Covalence No Longer a Shareholder
BINDER & BINDER: Needs $6-Mil. to Avoid Liquidation
BRENT NICHOLSON: Claims Against Thrifty Payless Dismissed
C. WONDER: Puts Two Former Manhattan Locations Up for Sale
C. WONDER: Retains A&G to Manage Sale of Retail Store Leases

CAESARS ENTERTAINMENT: NRF Appointed as Committee Member
CALMENA ENERGY: Court Issues Joint Administration Order
CALMENA ENERGY: Seeks Ch. 15 Recognition of Canadian Proceedings
CALPINE CORP: Fitch Affirms 'B+' Issuer Default Rating
CAPITAL VALLEY: Case Summary & 13 Largest Unsecured Creditors

CASEY ANTHONY: Trustee Says Money Should Go to Attorneys
CDRH PARENT: Moody's Affirms 'B3' Corporate Family Rating
CHIQUITA BRANDS: S&P Affirms 'B' CCR then Withdraws Rating
CITGO HOLDING: New Loan Upsizing No Impact on Moody's Caa1 CFR
CLEAREDGE POWER: Taps Leonard Law as Special Counsel

CLEARWATER NURSERY: Case Summary & 20 Largest Unsecured Creditors
CLOUDEEVA INC: Scott Hammel's Employment Agreement Rejected
CLOUDEEVA INC: Stephen Gray Removed as Chapter 11 Trustee
COLT DEFENSE: Obtains $33 Million Term Loan
COLT DEFENSE: S&P Lowers CCR to 'CCC-'; Outlook Negative

COMMUNITY HOME: PennyMac Wants to Proceed with State Law Remedies
CONN'S INC: S&P Affirms 'B' CCR; Outlook Negative
CORINTHIAN COLLEGE: CFPB Secures $480MM in Debt Relief for Students
COVERIS HOLDINGS: Moody's Rates New $85MM Add-on Unsec. Notes Caa2
CRUMBS BAKE SHOP: Buyer Drops Appeal in Brand Licensing Row

CUI GLOBAL: Marathon Capital Held 6.1% Equity Stake as of Dec. 31
D.A.B. GROUP: To Sell Orchard Property to Lone Bidder
DAVID CASSIDY: Files for Chapter 11 Bankruptcy Protection
DENDREON CORP: Hearing to Approve Asset Sale Scheduled for Feb. 20
DENDREON CORP: Judge Extends Deadline to Remove Suits to July 9

EASTMINSTER SCHOOL: To File for Chapter 11 Bankruptcy Protection
ELLERIE CLEVELAND: Trustee Succeeds to Power of Sale over LLC
ENERGY FUTURE: Can Hire SOLIC Capital as Financial Advisor
ENERGY FUTURE: Court Extends Lease-Decision Deadline to Feb. 23
ENVISION PHARMA: Rite Aid Deal No Impact on Moody's 'B3' CFR

EPD INVESTMENT: Statute of Repose Tolled by Sec. 546(a), Judge Says
EXELIXIS INC: Meditor Group Reports 9.7% Stake as of Dec. 31
FAMILY CHRISTIAN: Case Summary & 20 Largest Unsecured Creditors
FAMILY CHRISTIAN: Retailer Hits Ch. 11 After Sales Slump
FIRST DATA: Posts $11.8 Million Net Income in Fourth Quarter

FLINTKOTE COMPANY: Has Deal with Ex-Parent, Amends Confirmed Plan
FOREST OIL: Vanguard Reports Less Than 1% Stake as of Dec. 31
FOUNDATION HEALTHCARE: Further Amends 3MM Units Prospectus
FREEDOM INDUSTRIES: March 3 Hearing on Outcome of Spill Case
GENERAL MOTORS: Frets Buyback Would Freeze Credit Rating

GENWORTH HOLDINGS: Moody's Lowers Sr. Unsecured Debt Rating to Ba1
GLIMCHER REALTY: Moody's Raises Preferred Stock Rating to Ba1
GLOBALSTAR INC: Columbia Wanger No Longer a 5% Shareholder
GLYECO INC: Announces Shareholder Update Letter
GT ADVANCED: Fails in 2nd Attempt at Executive Bonuses

GT ADVANCED: US Trustee Protests Employment of PwC as Tax Advisor
HALCON RESOURCES: Franklin Resources Reports 4.9% Stake at Dec. 31
HEALTHWAREHOUSE.COM: Karen Singer Reports 5.8% Stake as Dec. 31
HERCULES OFFSHORE: Vanguard Reports 4.5% Stake as of Dec. 31
HGIM CORP: Moody's Lowers Corporate Family Rating to B1

HILTON WORLDWIDE: S&P Raises CCR to 'BB' on Sustained Deleveraging
HOVNANIAN ENTERPRISES: Vanguard Reports 5.2% Stake as of Dec. 31
IMPLANT SCIENCES: Appoints Robert Liscouski as EVP
ISTAR FINANCIAL: Vanguard Reports 5.73% Stake as of Dec. 31
JOE'S JEANS: Hires Investment Bank Carl Marks

KB HOME: Fitch Assigns 'B+/RR4' Rating on $250MM Sr. Unsec. Notes
KB HOME: Moody's Assigns B2 Rating on New $250MM Unsecured Notes
KB HOME: S&P Assigns 'B' Rating on $250MM Sr. Unsecured Notes
KIOR INC: Court Sets Claims Bar Dates
LAZARD GROUP: Moody's Assigns Ba1 Rating on $400MM Senior Notes

LENNAR CORP: Loan Upsizing No Impact on Moody's B3 CFR
LENNAR CORP: S&P Retains BB CCR on Proposed Add-On to Unsec. Notes
LEVEL 3: Vanguard Group Reports 6.4% Stake as of Dec. 31
LIGHTSQUARED INC: Unveils New $210MM Bankruptcy Financing Deal
LIONEL SAWYER: Law Firm Files Bankruptcy Owing $3.37-Mil.

LIQUIDMETAL TECHNOLOGIES: Adopts 2015 Equity Incentive Plan
LORILLARD INC: Vanguard Reports 5.4% Stake as of Dec. 31
MARINA BIOTECH: Matthewson Reports 2% Stake as of Feb. 5
MARK HARDWICK: Files for Chapter 11 After Found Guilty of Fraud
MASHANTUCKET PEQUOT: Moody's Lowers Corporate Family Rating to Ca

MASONITE INTERNATIONAL: S&P Affirms 'BB-' CCR; Outlook Positive
MEDICURE INC: Provides Quarterly Revenue on a Calendar Basis
MERRIMACK PHARMACEUTICALS: Jennison No Longer a Shareholder
METALICO INC: Adam Weitsman Anxious Over Rights Plan
METALICO INC: Eric Soderlund Reports 9.9% Stake as of Dec. 31

METALICO INC: Hudson Bay Reports 7.6% Stake as of Dec. 31
MILESTONE SCIENTIFIC: Steven Robins Named as President
MONARCH COMMUNITY: Gardner Lewis Reports 10% Stake as of Feb. 9
MUNCE'S SUPERIOR: Vehicles to Be Sold at Feb. 17 Auction
NAKED BRAND: Paul Hayes Appointed to Board

NEFF RENTAL: Moody's Affirms B3 CFR & Changes Outlook to Stable
NEONODE INC: AWM Investment Reports 6.8% Stake as of Dec. 31
NET TALK.COM INC: Offering 7 Million Shares Under Option Plan
NPS PHARMACEUTICALS: FMR LLC Reports 4.3% Stake as of Dec. 31
NPS PHARMACEUTICALS: Vanguard Reports 5.5% Stake as of Dec. 31

NPS PHARMACEUTICALS: Wellington Reports 3.1% Stake as of Dec. 31
NPS PHRAMACEUTICALS: Wells Fargo Reports 5% Stake as of Dec. 31
ORCAL GEOTHERMAL: Fitch Affirms 'BB' Rating on $165MM Sr. Notes
OW BUNKER: Committee Taps Hunton & Williams as Counsel
PHOENIX PAYMENT: Settles Disputes With Former CEO, Investors

PLANDAI BIOTECHNOLOGY: Amends $25-Mil. Common Shares Prospectus
QUANTUM CORP: Vanguard Group Reports 6% Stake as of Dec. 31
QUANTUM FUEL: Amends Credit Agreement with Bridge Bank
RADIOSHACK CORP: Asks for Court OK to Pay Retention Bonuses
RADIOSHACK CORP: Feb. 20 Final Hearing on Hilco JV Agreement

RADIOSHACK CORP: Final DIP Hearing Set for Feb. 20
RADIOSHACK CORP: Proposes to Sell 2,400 Stores to Lender
RADIOSHACK CORP: Wants to Sell Overseas Assets
RESIDENTIAL CAPITAL: Court Rejects Harris' $5MM Claim
RESIDENTIAL CAPITAL: Trust Demands $350MM in Coverage from Insurers

RETROPHIN INC: Stockholders Okays Stock Options Issuance
RITE AID: Moody's Puts B2 CFR on Review for Downgrade
RITE AID: Vanguard Group Reports 6.4% Equity Stake as of Dec. 31
RIVER GLEN: Court Quashes LPP Mortgage's Plan Challenge
RIVER GLEN: Court Rejects Lender's Bid for Stay Relief

ROADMARK CORP: Wants Court to Extend Sec. 521 Filing Deadline
ROADRUNNER ENTERPRISES: Section 341(a) Meeting Set for March 13
RS BACON: Court Dismisses Involuntary Chapter 11 Case
SAFEWAY INC: PBGC and Cerberus Secure $212MM for Pension Plan
SAN BERNARDINO, CA: Bondholders Criticize City's Pension Loyalty

SBA COMMUNICATIONS: Moody's Rates $1BB Credit Facility 'B1'
SCRUB ISLAND: Taps Oscher to Testify on Accounting Issues
SIMPLY WHEELZ: David W. Houston, III Appointed as Mediator
SPARKS TOURISM: Moody's Affirms B1 Rating on $77.3MM 2008A Bonds
STATE FISH: Files Schedules of Assets and Liabilities

STELLAR BIOTECHNOLOGIES: Incurs $1.3 Million Net Loss in Q1
SUBURBAN PROPANE: Moody's Assigns Ba3 Rating on New $250MM Notes
T3 MOTION: Alpha Capital Reports 2.7% Stake as of Feb. 5
TAYLOR TRANSPORTATION: Case Summary & 20 Top Unsecured Creditors
TENET HEALTHCARE: Vanguard Group Reports 7.3% Stake as of Dec. 31

THERAPEUTICSMD INC: BoNY Mellon Reports 6.4% Stake as of Dec. 31
THERAPEUTICSMD INC: Gilder Gagnon Reports 3.8% Stake at Dec. 31
TNS INC: Moody's Affirms B2 CFR & Changes Outlook to Stable
TOTAL SAFETY: Decline in Oil Prices No Impact on Moody's B3 CFR
TRANS ENERGY: Clarence Smith Reports 10.3% Stake as of Feb. 10

TRANS ENERGY: Mark Woodburn Reports 8.2% Stake as of Feb. 10
TRAVELPORT WORLDWIDE: FMR Reports 10% Equity Stake as of Feb. 9
TRAVELPORT WORLDWIDE: Morgan Stanley Reports 6.2% Stake at Dec. 31
TRI FUND DEVELOPMENT: Case Summary & 7 Top Unsecured Creditors
TRUMP ENTERTAINMENT: Inks $10MM Deal to End Anti-Laundering Claims

UNIVERSAL COOPERATIVES: Committee Gets Approval to Sue Officers
UNIVERSAL COOPERATIVES: Court Approves Sale of Pesticide Products
UNIVERSAL COOPERATIVES: Seeks Additional Time to Remove Suits
UNIVISION COMMUNICATIONS: Fitch Rates $750MM Secured Notes 'B+'
UNIVISION COMMUNICATIONS: Moody's Assigns B2 Rating on New Notes

US CAPITAL: Battle Over Future of Fashion Mall Looms
VERITEQ CORP: Effecting a 1-for-1000 Reverse Stock Split
VICTORY ENERGY: Plans to Merge with Lucas Energy
VIGGLE INC: To Sell $40 Million of Securities
VIRTUAL PIGGY: Network of Goods, Merchants "Greatly Increased"

VISUALANT INC: Incurs $3.1 Million Net Loss in Dec. 31 Quarter
W.R. GRACE: Pays $490MM to Close Out Obligations to Asbestos Trust
WACO TOWN SQUARE: Judge Isgur Rejects NSJS Claims Anew
WALTER ENERGY: Morgan Stanley Reports 2.5% Stake as of Dec. 31
WALTER ENERGY: Vanguard Reports 4.8% Stake as of Dec. 31

WAYNE COUNTY, MI: Could Face Financial Crisis
WET SEAL: Alternative Chapter 11 Plan Proposals Due March 5
WET SEAL: Has Final Approval of $20MM B. Riley DIP Financing
WET SEAL: Has Final Okay of $18.3MM BofA Letter of Credit Deal
WET SEAL: Judge Approves B. Riley as Lead Bidder

WET SEAL: U.S. Trustee Forms 5-Member Creditors' Committee
WET SEAL: Unsecureds to Recoup 5% Under B Riley-Backed Plan
WYNN LAS VEGAS: Moody's Assigns Ba2 Rating on $1.75MM Sr. Notes
XRPRO SCIENCES: Dr. Warner Reports 26.9% Stake as of Jan. 31
YELLOWSTONE MOUNTAIN: Cincinnati Insurance Off the Hook for $9.7MM

Z TRIM HOLDINGS: Edward Smith Reports 83.2% Stake as of Dec. 31
Z TRIM HOLDINGS: Obtains $500,000 From Private Placement
ZOGENIX INC: Renee Tannenbaum Named to Board of Directors
[*] James Garrity To Replace Judge Allan Gropper in New York
[*] Milwaukee Judge Pays Trustee Full Statutory Commissions

[*] Scott Olofson to Lead Epiq's Corporate Restructuring Group
[^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures

                            *********

30DC INC: Showcases Client Successes Creating Digital Products
--------------------------------------------------------------
30DC, Inc., announced the release of the latest issue of 30DC
Investor Relations magazine, which is available on Apple  Newsstand
and Google Play.  The current issue focuses on
successes 30DC clients have achieved creating and marketing digital
information products using 30DC's platforms and tools.

Nathan Chan, the 26-year-old entrepreneur who created Foundr
magazine, is the cover story.  Targeted at young entrepreneurs,
Foundr deconstructs how the world's greatest business people have
achieved their goals.  Mr. Chan says, "I developed Foundr using the
MagCast digital publishing platform, and 30DC's Digital
Publishing Blueprint course gave me invaluable advice about how to
develop, launch and market a digital subscription magazine."  Mr.
Chan adds that he had "no prior knowledge about digital  marketing,
publishing, apps, editorial or design, and a very small budget
[prior to creating and launching Foundr using MagCast]."

Since its initial launch in March of 2013, Foundr has achieved a
readership of over 100,000, consistently ranking as one of the top
five digital magazines in the Business & Investing category of
Apple Newsstand.  "One of the drivers of Foundr's expanding
readership," says Mr. Chan, "is that that I have been able
to use the visibility of a digital magazine available on Apple
Newsstand and now Google Play to gain interviews with prominent
entrepreneurs such as Richard Branson and Arianna Huffington."

MagCast enables content marketers with little or no publishing
experience to quickly achieve influence and leadership in their
chosen niches.  Over 1,800 "indie publishers" have launched
digital magazines on MagCast.  The vast majority, such as Foundr,
were developed as original publications rather than digital
replicas of existing print magazines.

Also in this issue of 30DC Investor Relations is a Side Hustle
Show podcast interview of Meron Bareket titled How to Create,
Launch and Sell Your Own Digital Magazine.  Mr. Bareket publishes
Inspiring Innovation magazine on MagCast.  "I love it [digital
subscription publications] because it's a perfect example of the
time-leveraged business; each incremental copy you sell costs you
nothing to produce," says Mr. Bareket.  In this podcast,  Mr.
Bareket discusses optimizing time and money through outsourcing
and systemization, his subscription business model, marketing your
digital magazine including app store optimization and his top four
tips for entrepreneurs.

30DC CEO Ed Dale is featured in a WP Elevation podcast interview,
where he discusses the importance for marketers to build lists by
delivering valuable content to readers.  Elsewhere in the issue, he
discusses how content marketers and investors may benefit from the
Apple App Store and Google Play economies.

                           About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

30DC, Inc., posted net income of $58,900 on $2.79 million of total
revenue for the year ended June 30, 2014, compared to a net loss
of $407,600 on $1.46 million of total revenue for the year ended
June 30, 2013.

As of Sept. 30, 2014, the Company had $2.78 million in total
assets, $2.03 million in total liabilities and $756,661 in total
stockholders' equity.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2014.  The independent auditors noted that
the Company has accumulated losses from operations since
inception and has a working capital deficit as of June 30, 2014.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


ADVANCED MICRO DEVICES: Vanguard Reports 6.6% Stake as of Dec. 3
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, The Vanguard Group disclosed that as of
Dec. 31, 2014, it beneficially owned 51,065,398 shares of common
stock of Advanced Micro Devices Inc. representing 6.58 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/vo5dJ6

                    About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company.  The Company's products include x86
microprocessors and graphics.

For the year ended Dec. 27, 2014, the Company reported a net loss
of $403 million on $5.50 billion of net revenue compared to a net
loss of $83 million on $5.29 billion of net revenue for the year
ended Dec. 28, 2013.

As of Dec. 27, 2014, Advanced Micro had $3.76 billion in total
assets, $3.58 billion in total liabilities and $187 million in
total stockholders' equity.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro Devices to negative from stable.  At the
same time, S&P affirmed its 'B' corporate credit and senior
unsecured debt ratings on AMD.

As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded
the long-term Issuer Default Rating (IDR) for AMD (NYSE: AMD) to
'B-' from 'CCC'.  The upgrade primarily reflects AMD's improved
financial flexibility from recent refinancing activity, which
extends meaningful debt maturities until 2019.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered AMD's corporate family rating to 'B2' from 'B1'.  The
downgrade of the corporate family rating to 'B2' reflects AMD's
prospects for weaker operating performance and liquidity profile
over the next year as the company commences on a multi-quarter
strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


AG 11: Files for Chapter 11; Russian Investors Want to Stay Case
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Chapter 11 bankruptcy petitions were filed by AG 11, LLC (Bankr.
S.D. Fla. Case No. 15-11758) and Wynwood Entertainment, LLC (Bankr.
S.D. Fla. Case No. 15-11752) on Jan. 29, 2015.  The cases are being
co-managed, Brian Bandell at South Florida Business Journal
reports.  The AG 11 petition was signed by Gregory Blanco, managing
member.

Wynwood Entertainment, according to Business Journal, wants to stop
a lawsuit filed by VMI Entertainment, who claim that Brick House
Bar was acquired with fraudulent funds.  Bankruptcy judge Robert A.
Mark has set for Feb. 18, 2015, the hearing on the motion to stay
the case, Business Journal states.

VMI Entertainment, owned by Russian investors Murat Datiev, Igor
Datiev and Vadim Muhkin, filed a motion Feb. 2, 2015, to stay the
two cases based on its litigation in Miami-Dade County Circuit
Court, Business Journal relates.  

Business Journal quoted Paul J. Keenan, Esq., and John R. Dodd,
Esq., the attorneys for VMI Entertainment, as saying, "After a
series of adverse rulings from state court -- including a
preliminary injunction and discovery sanctions -- the Debtors
commenced these bankruptcy cases on the eve of trial.  Two of VMI's
principals have traveled from Russian to participate in the trial."


Business Journal recalls that VMI Entertainment had won a judgment
against Mr. Blanco's father Ricardo and Yury Bekerman for accepting
$1.72 million in cash for the acquisition of the 2020 Nightclub in
Tallahassee, but not actually giving it ownership of the club.
Ricardo gave the money to his son, who used it to buy and build out
Brick House, the report states, citing the investors.  According to
the report, VMI Entertainment is now trying to prove that Ricardo
fraudulently placed the title of Brick House and its property in
the name of his son to avoid paying a $3 million judgment, and hope
to seize the beverage license and obtain title to the property,
which AG 11 paid $500,000 for in 2012.

Nicholas B. Bangos, Esq., at Nicholas B. Bangos, P.A., serves as
the Debtors' bankruptcy counsel.

AG 11 estimated its assets at between $1 million and $10 million
and liabilities at between $500,000 and $1 million.  

Wynwood Entertainment, LLC, owns the Brick House Bar.

Headquartered in Miami, Florida, AG 11, LLC, owns a
1,044-square-foot building on a 6,950-square-foot lot at 187 N.W.
28th Street, in the middle of the Wynwood neighborhood that has
become increasingly popular for art and dining.  

Both companies are managed by Gregory Blanco.


ALEXANDROS YFANTIDIS: Pleads Guilty to Burning Down Best Textile
----------------------------------------------------------------
Mitch Hotts at Dailytribune.com reports that Alexandros Yfantidis
entered a guilty plea to one count of mail fraud and admitted in
court he burned down Best Textile Services on Hoover Road near
Stephens Road on May 4, 2011, to collect on an insurance policy.
Court documents say that Mr. Yfantidis devised a scheme to collect
insurance proceeds from Farmers Insurance after the fire and lied
to law enforcement officials to cover up his involvement with the
explosion.

Dailytribune.com recalls that Mr. Yfantidis was indicted in 2014 by
a federal grand jury on six charges for the explosion that damaged
49 homes and business structures, causing more than $1 million in
property losses.

The grand jury, Dailytribune.com relates, also charged Mr.
Yfantidis with mail fraud, using explosives to commit a felony,
bank fraud, obstruction of justice and bankruptcy fraud.

Dailytribune.com says that Mr. Yfantidis faces up to 20 years in
prison when he is sentenced June 5 before U.S. District Judge
Stephen J. Murphy III.

                   About Alexandros Yfantidis

Alexandros Yfantidis owns a commercial laundry company in Warren
destroyed by a natural gas explosion four years ago.  Mr. Yfantidis
and his wife, Helen, are from Greece and came to the U.S. where
they started a business supplying Detroit-area businesses with
napkins and tablecloths.  They later created Best Textile, a
laundry service that specialized in bed and table linens for
restaurants, hospitals and nursing homes.

The couple filed for Chapter 11 bankruptcy for personal and
business debts.  After the explosion, the court converted the case
to Chapter 7 because the business was inoperable.


ALLIED SYSTEMS: Yucaipa Slaps Hedge Funds with $175-Mil. RICO Suit
------------------------------------------------------------------
Law360 reported that Ron Burkle's Yucaipa Cos. Ltd. hurled a
racketeering lawsuit against two hedge funds owed money by the
private equity firm's bankrupt portfolio company Allied Systems
Holdings Inc., demanding $175 million for an alleged conspiracy to
wipe out Yucaipa's debt claims in Chapter 11.

According to the report, the complaint alleges that Black Diamond
Capital Management LLC and Spectrum Investment Partners LP took
positions in Allied's first-lien debt with a "nefarious" strategy
in mind to force the car hauler into bankruptcy and then
subordinate Yucaipa's $170 million claim under that same credit
facility.

The case is Yucaipa American Alliance Fund I, L.P. et al v. Ehrlich
et al., Case No. 1:15-cv-00916 (S.D.N.Y.), before Judge Denise L.
Cote.

                   About Allied Systems Holdings

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

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

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

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

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

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

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

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

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

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

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


ALTEGRITY INC: Moody's Lowers Probability Default Rating to D-PD
----------------------------------------------------------------
Moody's Investors Service downgraded Altegrity, Inc.'s Probability
of Default Rating (PDR) to D-PD, from Ca-PD. All of Altegrity other
ratings, including its Ca corporate family rating, remain
unchanged. As part of the ratings action, Moody's also revised
Altegrity's ratings outlook to stable from negative.

Ratings Rationale

The downgrade of the PDR reflects Altegrity's announcement that it
had voluntarily filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware. Moody's revised Altegrity's ratings outlook
to stable from negative based on the company's announcement that a
group of lenders has committed to provide $90 million in
debtor-in-possession (DIP) financing that will support its
liquidity during the debt restructuring process. In addition,
Altegrity said that it expects to apply $110 million of the $150
million in net proceeds it received from the previously announced
sale of its Factual Data business and the Global Security &
Solutions division of USIS, to repay existing first lien debt at
the conclusion of the restructuring.

Moody's will withdraw Altegrity's ratings as the company has filed
for bankruptcy.

Moody's has taken the following ratings action:

Downgrades:

Issuer: Altegrity, Inc.

Probability of Default Rating, Downgraded to D-PD, from Ca-PD

Outlook -- Revised to Stable, from Negative

The following ratings remain unchanged:

Issuer: Altegrity, Inc.

Corporate Family Rating , Ca

$60 million 1st lien revolving credit facility due 2019, Caa1
(LGD1)

$275 million 1st lien term loan, Caa1 (LGD1)

$825 million 9.5% senior 1st lien notes due 2019, Caa1 (LGD1)

$280 million 10.5% senior 2nd lien notes due 2020, Ca (LGD4)

$200 million 12% senior 2nd lien notes due 2020, Ca (LGD4)

$60.8 million 15% senior 3rd lien notes due 2021, C (LGD5)

$10.9 million 10.5% senior notes due November 2015, C (LGD6)

$11.25 million 12% senior notes due November 2015, C (LGD6)

$29.2 million 11.75% senior subordinated notes due May 2016, C
(LGD6)

Altegrity provides risk and information services. The company is
principally owned by investment funds affiliated with Providence
Equity Partners.

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.



AMERICAN AXLE: Barrow Hanley Reports 6.5% Stake as of Dec. 31
-------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Barrow, Hanley, Mewhinney & Strauss, LLC, disclosed
that as of Dec. 31, 2014, it beneficially owned 4,938,428 shares of
common stock of American Axle & Manufacturing Holdings, Inc.,
representing 6.52 percent of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/09BsG9

                         About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

As of Sept. 30, 2014, the Company had $3.22 billion in total
assets, $3.05 billion in total liabilities and $169 million in
stockholders' equity.

                           *     *     *

In September 2012, Moody's Investors Service affirmed the 'B1'
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.  "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.

As reported by the TCR on Sept. 1, 2014, Fitch Ratings had
upgraded the Issuer Default Ratings (IDRs) of American Axle &
Manufacturing Holdings, Inc. (AXL) and its American Axle &
Manufacturing, Inc. (AAM) subsidiary to 'BB-' from 'B+'.  The
upgrade of the IDRs for AXL and AAM is supported by the
fundamental improvement in the drivetrain and driveline supplier's
credit profile over the past several years.


AMMED SURGICAL: Appeal in Professional Medical Billing Case Stayed
------------------------------------------------------------------
The appellate case, AmMED SURGICAL EQUIPMENT, LLC, a Florida
limited liability company, Appellant, v. PROFESSIONAL MEDICAL
BILLING SPECIALISTS, LLC, a New Jersey limited liability company;
and BARRY M. SNYDER, Appellees, Case No. 2D14-4968 (Fla. App.),
remains stayed until further of the bankruptcy court, the District
Court of Appeal of Florida, Second District, ruled in an Opinion
dated Feb. 6, 2015, available at http://bit.ly/1CfvtOBfrom
Leagle.com.

AmMed Surgical is directed to notify the Appeals court promptly in
the event the bankruptcy court lifts the stay to permit this appeal
to proceed.

Professional Medical Billing filed an action in the circuit court
against AmMed Surgical. A preliminary injunction in favor of
Professional Medical Billing and against AmMed Surgical was
rendered on August 12, 2014. On August 22, before the 30-day
deadline for filing the notice of appeal, AmMed filed a Chapter 11
petition in the United States Bankruptcy Court for the Middle
District of Florida. On October 21, AmMed Surgical obtained an
order from the bankruptcy court lifting the bankruptcy stay for the
limited purpose of allowing AmMed Surgical to file a notice of
appeal of the adverse preliminary injunction order. Later that day,
AmMed Surgical filed its notice of appeal with the clerk of the
circuit court.

The Appeals court noted that the bankruptcy court's order
authorized only the filing of a notice of appeal at this stage.

AmMed Surgical Equipment, LLC, based in Tampa, Florida, filed for
Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 14-09801) on
August 22, 2014.  Judge Rodney May presides over the case.  Scott
A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, P.A.,
serves as the Debtor's counsel.  In its petition, AmMed estimated
$100,000 to $500,000 in assets, and $10 million to $50 million in
liabilities.  The petition was signed by Barry M. Snyder, managing
member.  A list of the Debtor's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-09801.pdf


API TECHNOLOGIES: Incurs $19.3 Million Net Loss in Fiscal 2014
--------------------------------------------------------------
API Technologies Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to common shareholders of $19.3 million on $227
million of net revenues for the year ended Nov. 30, 2014, compared
to a net loss attributable to common shareholders of $8.28 million
on $244 million of net revenues during the prior fiscal year.

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

"Our common stock commenced trading on the NASDAQ Capital Market on
June 27, 2011, under the symbol ATNY.  Until we became listed on
NASDAQ, our common stock was quoted and traded on the OTC Bulletin
Board.  NASDAQ requires listed companies to maintain minimum
financial thresholds and comply with certain corporate governance
regulations to remain listed.  If we are unsuccessful in
maintaining compliance with the continued listing requirements of
NASDAQ, then our common stock could be delisted and may trade only
in the secondary markets such as OTC Bulletin Board. Delisting from
NASDAQ could adversely affect our liquidity and price of our common
stock as well as our ability to raise capital in the future," the
Company stated in the 10-K Report.

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

                       http://is.gd/AraK4O

                      About API Technologies

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

                           *     *     *

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

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

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


ARCAP 2003-1: Moody's Raise Rating on Class D Notes to Caa1
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by ARCap 2003-1 Resecuritization Trust Collateralized
Debt Obligation Certificates, Series 2003-1:

Cl. B, Upgraded to A2(sf); previously on Mar 5, 2014 Upgraded to
Baa1(sf)

Cl. C, Upgraded to Ba1(sf); previously on Mar 5, 2014 Upgraded to
Ba3(sf)

Cl. D, Upgraded to Caa1(sf); previously on Mar 5, 2014 Affirmed
Caa3(sf)

Moody's has also affirmed the ratings on the following notes:

Cl. E, Affirmed C(sf); previously on Mar 5, 2014 Affirmed C(sf)

Cl. F, Affirmed C(sf); previously on Mar 5, 2014 Affirmed C(sf)

Ratings Rationale

Moody's has upgraded the ratings on three classes due to material
improvement in the pool's WARF, which more than offsets the
decrease in WARR and the repayment of principal on the underlying
high credit risk collateral. The affirmations are a result of key
transaction metrics are commensurate with existing ratings. The
rating action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation (CRE CDO and
Re-REMIC) transactions.

ARCap 2003-1 is a cash transaction backed by a portfolio of
commercial mortgage backed securities (CMBS) (100% of the pool
balance) issued between 1999 and 2003. As of the trustee's December
31, 2014 trustee report, the aggregate note balance of the
transaction, including preferred shares, is $338.3 million, as
compared to $347.6 million at last review due to collateral
amortization.

Moody's has identified the following as key indicators of the
expected loss in CRE CDO transactions: the weighted average rating
factor (WARF), the weighted average life (WAL), the weighted
average recovery rate (WARR), and Moody's asset correlation (MAC).
Moody's typically models these as actual parameters for static
deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has updated its assessments for the collateral it does not
rate. The rating agency modeled a bottom-dollar WARF of 4,039,
compared to 6,017 at last review. The current ratings on the
Moody's-rated collateral and the assessments of the non-Moody's
rated collateral follow: Aaa-Aa3 (5.4% compared to 0.3% at last
review); A1-A3 (0% compared to 5.1% at last review); Baa1-Baa3
(16.4% compared to 10.8% at last review); Ba1-Ba3 (28% compared to
5.1% at last review); B1-B3 (12.9% compared to 22% at last review);
and Caa1-Ca/C (37.3%, compared to 56.7% at last review).

Moody's modeled a WAL of 3.2 years, as compared to 3.6 at last
review. The WAL is based on assumptions about extensions on the
underlying collateral.

Moody's modeled a fixed WARR of 0%, as compared to 6% at last
review.

Moody's modeled a MAC of 100%, same as last review.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's Approach
to Rating SF CDOs" published in March 2014.

Factors that would lead to an upgrade or downgrade of the rating:

The performance of the notes is subject to uncertainty, because it
is sensitive to the performance of the underlying portfolio, which
in turn depends on economic and credit conditions that are subject
to change. The servicing decisions of the master and special
servicer and surveillance by the operating advisor with respect to
the collateral interests and oversight of the transaction will also
affect the performance of the rated notes.

Moody's Parameter Sensitivities: Changes to any one or more of the
key parameters could have rating implications for some of the rated
notes, although a change in one key parameter assumption could be
offset by a change in one or more of the other key parameter
assumptions. The rated notes are particularly sensitive to changes
in the rating recovery rates of the underlying collateral and
credit assessments. Increasing the recovery rate of 100% of the
collateral pool by 5% would result in an average modeled rating
movement on the rated notes of zero to one notch (e.g., one notch
up implies a ratings movement of Baa3 to Baa2).

The primary sources of uncertainty in Moody's assumptions are the
extent of growth in the current macroeconomic environment given the
weak recovery and certain commercial real estate property markets.
Commercial real estate property values continue to improve
modestly, along with a rise in investment activity and
stabilization in core property type performance. Limited new
construction and moderate job growth have aided this improvement.
However, sustained growth will not be possible until investment
increases steadily for a significant period, non-performing
properties are cleared from the pipeline and fears of a euro area
recession abate.



ARCTIC GLACIER: S&P Rates New $35MM 1st Lien Debt Add-On 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level rating and '3' recovery rating to Winnipeg, Man.-based
packaged ice manufacturer Arctic Glacier LLC's proposed US$35
million add-on to the company's first-lien term loan due 2019.  A
'3' recovery rating indicates our expectation of meaningful
(50%-70%) recovery in default.

Once the transaction closes S&P believes Arctic Glacier's liquidity
would improve ahead of its seasonal peak in working capital in the
second quarter.  The company plans to use proceeds to repay its
revolver and add cash to the balance sheet, which S&P believes
would support "adequate" liquidity until 2016.

"The 'B-' long-term corporate credit rating and negative outlook on
the company reflect our view of Arctic Glacier's very high debt
leverage," said Standard & Poor's credit analyst Donald Marleau.

This situation could lead to "less-than-adequate" liquidity in the
absence of the US$35 million add-on given high fixed charges,
working-capital requirements, and the possibility of covenant
constraints amid volatile EBITDA from unfavorable weather or a soft
economy.

RATINGS LIST

Arctic Glacier LLC
Corporate credit rating             B-/Negative/--

Rating Assigned

US$35 mil proposed add-on
to first-lien term loan due 2019   B-
Recovery rating                    3



ARLENE FARKAS: Files for Ch. 11 to Stop Foreclosure Auction
-----------------------------------------------------------
Barbara Ross and Katherine Clarke at Nydailynews.com report that
Arlene Farkas filed for Chapter 11 bankruptcy protection on Feb.
11, 2015, to stop the foreclosure auction of her tony River House
apartment.

According to Nydailynews.com, the Debtor filed her bankruptcy
petition just hours before the apartment was slated to be auctioned
off to the highest bidder.

Nydailynews.com relates that the Debtor defaulted on more than $6
million in mortgage payments on her E. 52nd Street unit in 2013 and
has managed to stave off an auction several times over the past
year, citing the possibility of securing a debt-retiring sale of
the $8 million apartment.  The report adds that listing brokers
Nikki Field and Patricia Wheatley raised the asking price on the
unit by $1.2 million to $10 million in January 2015.

Arlene Farkas is the estranged wife of bigamist department store
heir Bruce Farkas.


ARLIE & COMPANY: Judge Drops Pachulski Attempt to Collect on Fees
-----------------------------------------------------------------
Chief Bankruptcy Judge Frank R. Alley, III dismissed the adversary
proceeding, PACHULSKI STANG ZIEHL & JONES, LLP, Plaintiff, v. ARLIE
& COMPANY, Defendant, Adv. Proc. No. 14-6206-FRA (Bankr. D. Ore.).

Judge Alley said the Bankruptcy Court lacks subject matter
jurisdiction over the state law claims brought by Pachulski against
the Debtor.

Arlie & Company filed a chapter 11 bankruptcy on Jan. 20, 2010. An
order confirming the Fourth Amended Chapter 11 Plan of
Reorganization was entered on April 25, 2011.

Pursuant to Article 2.1 of the Plan, each holder of an allowed
administrative expense claim would be paid in full in cash on the
later of the Effective Date of the Plan or the date the claim
became allowed, unless the claimant agreed to different treatment.
A Final Fee Order was entered on July 13, 2011 approving attorney's
fees and costs in the amount of $1,213,623 in favor of Pachulski,
the Debtor's bankruptcy attorneys.

According to the Complaint, the Debtor could not make payments to
Pachulski in an amount necessary to retire the administrative
expense obligation as required by the Plan. Desiring that a Final
Decree be entered to close the bankruptcy case, the Debtor entered
into an agreement with Pachulski in mid-2012, at a time when the
Debtor was represented by other counsel, by which the remaining
balance of the obligation of $879,888 would be paid over time.

On May 16, 2012, the Court entered an Order Approving Stipulation
For Order re Payment of Attorneys' Fees and Expenses and Filing of
Final Account. Pursuant to the Stipulation entered into between the
parties, the Debtor executed a promissory note in favor of
Pachulski to pay off the balance according to a specified payment
schedule. Two days later on May 18, 2012, the Final Decree was
entered, with the Court retaining jurisdiction "over any adversary
proceeding(s) pending at the time of closure."

According to Pachulski, the Debtor made regular monthly installment
payments of $50,000 for awhile, but was unable to make the final
maturity payment scheduled for December 25, 2012. As an
accommodation, Pachulski agreed to continue accepting monthly
$50,000 installment payments, but eventually the monthly payments
stopped on July 10, 2013 when the balance of the Note was
$259,962.

Pachulski filed a motion to reopen the bankruptcy case and filed
the adversary proceeding for Breach of the Stipulation and
Promissory Note, seeking a judgment for the principal amount
remaining on the Note, plus interest and attorneys' fees, costs,
and expenses.

A copy of the Court's Feb. 4, 2015 Memorandum Opinion is available
at http://bit.ly/1EWSuvWfrom Leagle.com.

                       About Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Ore. Case No. 10-60244) on Jan. 20, 2010.  Pachulski Stang Ziehl &
Jones LLP, and Ball Janik LLP, serve as the Debtor's bankruptcy
counsel.  The Company disclosed $227,191,924 in assets and
$65,412,220 in liabilities as of the Chapter 11 filing.


ARRAY BIOPHARMA: T. Rowe Price Reports 6.5% Stake as of Dec. 31
---------------------------------------------------------------
T. Rowe Price Associates, Inc., disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that as of
Dec. 31, 2014, it beneficially owned 8,693,100 shares of common
stock of Array Biopharma Inc. representing 6.5 percent of the
shares outstanding.  T. Rowe Price Health Sciences Fund, Inc., also
owned 6,730,100 common shares as of that date.  A copy of the
regulatory filing is available for free at http://is.gd/5pVePW

                       About Array Biopharma

Boulder, Colo.-based Array BioPharma Inc. is a biopharmaceutical
company focused on the discovery, development and
commercialization of targeted small-molecule drugs to treat
patients afflicted with cancer and inflammatory diseases.  Array
has four core proprietary clinical programs: ARRY-614 for
myelodysplastic syndromes, ARRY-520 for multiple myeloma, ARRY-797
for pain and ARRY-502 for asthma.  In addition, Array has 10
partner-funded clinical programs including two MEK inhibitors in
Phase 2: selumetinib with AstraZeneca and MEK162 with Novartis.

As of Dec. 31, 2014, the Company had $164 million in total assets,
$178 million in total liabilities and a $13.9 million total
stockholders' deficit.

Array Biopharma incurred a net loss of $85.3 million for the year
ended June 30, 2014, a net loss of $61.9 million for the year ended
June 30, 2013, and a net loss of $23.6 million for the year ended
June 30, 2012.

"If we are unable to generate enough revenue from our existing or
new collaboration and license agreements when needed or to secure
additional sources of funding, it may be necessary to
significantly reduce the current rate of spending through further
reductions in staff and delaying, scaling back, or stopping
certain research and development programs, including more costly
Phase 2 and Phase 3 clinical trials on our wholly-owned or co-
development programs as these programs progress into later stage
development.  Insufficient liquidity may also require us to
relinquish greater rights to product candidates at an earlier
stage of development or on less favorable terms to us and our
stockholders than we would otherwise choose in order to obtain up-
front license fees needed to fund operations.  These events could
prevent us from successfully executing our operating plan and, in
the future, could raise substantial doubt about our ability to
continue as a going concern," according to the quarterly report
for the period ended Sept. 30, 2014.


ARRIS GROUP: Moody's Affirms Ba3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed ARRIS Group, Inc.'s corporate
family rating of Ba3 and revised the company's ratings outlook to
positive from stable. The ratings of the term loan facilities and
the SGL-1 Speculative Grade Liquidity rating were also affirmed.

Ratings Rationale

The outlook change to positive was driven by ARRIS's successful
integration of the Motorola Home acquisition and restoration of
EBITDA margins to historic levels following the completion of
restructuring activities. ARRIS's enhanced EBITDA and free cash
flow generation has enabled the company to reduce outstanding debt
by over $500 million from June 2013 to September 2014, and Moody's
expects ARRIS to continue to pay down debt through 2015 barring
significant acquisition activity.

The Ba3 rating continues to reflect ARRIS's significant scale,
strong market position in the cable equipment industry, strong cash
flow generating capability, and solid capital structure. The
ratings are tempered by the evolving architectures of the cable
equipment industry, threats from new entrants as well as ARRIS's
acquisition appetite, which can temporarily increase leverage.
ARRIS is one of the largest suppliers of network and customer
premise equipment for cable and telco video providers.

The ratings are also supported by moderate but positive growth
prospects for the cable equipment industry. Even though there are
long term threats to ARRIS's set-top box business, the cable and
telco industries are expected to continue to spend heavily on
upgrading both customer equipment (i.e. set-top boxes and
gateways), headend equipment and software to accommodate increasing
bandwidth demands, new products and a migration to IPTV platforms.
ARRIS's (and predecessor, Motorola Home's) long term relationships
with the cable and telco video providers and expertise in
developing products integrated with the providers' networks and
business models are also key ratings considerations and should
ensure the company remains an important player in the equipment
industry. These relationships are critical as the video and data
delivery architectures shift to IP based systems and new
non-traditional players attempt to enter the home equipment
business.

Some softness is expected in 2015, however, as cable industry
consolidation dampens near term capital expenditures. In addition,
industry spending can swing significantly in a given quarter driven
by timing of large customer deployments making trends difficult to
discern from a single quarter's results.

The ratings could be raised if the company is able maintain or grow
market share and is expected to maintain leverage below 3x through
industry cycles. The ratings could face downward pressure if
revenues and profitability decline particularly if leverage is
expected to remain above 4x for an extended period.

The Speculative Grade Liquidity SGL-1 rating reflects very good
liquidity based on $594 million of cash and short term investments
as of September 30, 2014 and well over $300 million of expected
free cash flow over the next year. Liquidity is also supported by a
$250 million revolver due 2018 ($247 million of availability as of
September 30, 2014).

Outlook Actions:

Issuer: ARRIS Group, Inc.

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: ARRIS Group, Inc.

Probability of Default Rating, Affirmed Ba3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-1

Corporate Family Rating, Affirmed Ba3

Senior Secured Bank Credit Facilities, Affirmed Ba3, LGD3

ARRIS Group, Inc. is one of the largest providers of equipment to
the broad cable television industry. ARRIS has grown through
acquisitions, the largest of which was the Motorola Home business
from Google, Inc. for $2.35 billion in April 2013. ARRIS Group is
expected to generate revenues in excess of $5 billion in 2015.

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



ASPEN GROUP: Alpha Capital Reports 1.9% Stake as of Feb. 5
----------------------------------------------------------
Alpha Capital Anstalt disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that as of Feb. 5, 2015, it
beneficially owned 2,150,000 shares of common stock of Aspen Group
representing 1.911 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/PPGhPD

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

Aspen Group incurred a net loss of $5.35 million for the year
ended April 30, 2014.  The Company also reported a net loss of
$1.40 million for the four months ended April 30, 2013.  The
Company reported a net loss of $6 million in 2012 as compared
with a net loss of $2.13 million in 2011.

As of Oct. 31, 2014, the Company had $5.36 million in total
assets, $3.49 million in total liabilities and $1.87 million in
total stockholders' equity.


AUXILIUM PHARMACEUTICALS: Pentwater Reports 7% Stake at Dec. 31
---------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Pentwater Capital Management LP disclosed that as of
Dec. 31, 2014, it beneficially owned 3,772,900 shares of common
stock of Auxilium Pharmaceuticals Inc. representing 7.39 percent of
the shares outstanding.  The percentage reported is based on
51,021,504 shares of Common Stock, par value $0.01 per share
outstanding as of Oct. 27, 2014.  A copy of the regulatory filing
is available for free at http://is.gd/Ehp5Sq

                          About Auxilium

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

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

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

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

                           *     *     *

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

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


AUXILIUM PHARMACEUTICALS: Suspending Filing of Reports with SEC
---------------------------------------------------------------
Auxilium Pharmaceuticals, Inc., filed a Form 15 with the U.S.
Securities and Exchange Commission to terminate the registration of
the Company's common stock, par value $0.01 per share, preferred
stock purchase rights and 1.50% convertible senior notes due 2018.
As a result of the Form 15 filing, the Company is not anymore
obligated to file periodic reports with the SEC.

                          About Auxilium

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

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

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

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

                           *     *     *

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

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


AUXILIUM PHARMACEUTICALS: Vanguard Reports 6% Stake as of Dec. 31
-----------------------------------------------------------------
The Vanguard Group disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that as of Dec. 31, 2014, it
beneficially owned 3,098,033 shares of common stock of Auxilium
Pharmaceuticals Inc representing 6.07 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/A9npRK

                           About Auxilium

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

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

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

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

                           *     *     *

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

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


BEAZER HOMES: Invesco Ltd. Reports 5.2% Stake as of Dec. 31
-----------------------------------------------------------
Invesco Ltd. disclosed in a Schedule 13G filed with the U.S.
Securities and Exchange Commission that as of Dec. 31, 2014, it
beneficially owned 1,436,286 shares of common stock of Beazer Homes
USA, Inc., representing 5.2 percent of the shares outstanding.  A
copy of the regulatory filing is available for free at
http://is.gd/aPliGk

                         About Beazer Homes

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

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

                           *     *     *

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

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


BERRY PLASTICS: Apollo V Covalence No Longer a Shareholder
----------------------------------------------------------
Apollo V Covalence Holdings, L.P., and its affiliates disclosed in
a regulatory filing with the U.S. Securities and Exchange
Commission that as of Dec. 31, 2014, they ceased to be the
beneficial owner of any shares of common stock of Berry Plastics
Group, Inc.  A copy of the regulatory filing is available at:

                       http://is.gd/xZ2ull

                       About Berry Plastics

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

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

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

                           *     *     *

As reported by the TCR on Jan. 30, 2015, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to 'B1' from
'B2'.  The upgrade of the corporate family rating reflects the
proforma benefits from the recent restructuring and acquisitions.

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


BINDER & BINDER: Needs $6-Mil. to Avoid Liquidation
---------------------------------------------------
Law360 reported that Binder & Binder LLP asked for approval of a
new $6 million loan as it navigates through the Chapter 11 process,
claiming that its existing lenders would rather see the company
liquidate than allow it to restructure.  According to the report,
Binder & Binder, perhaps best known for its eccentric commercials
featuring Charles Binder in a cowboy hat, says that its existing
loan has hamstrung its ability to intake new clients at a
sufficient clip and keep the business afloat.

                     About Binder & Binder

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

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

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

A four-member panel serves as Official Committee of Unsecured
Creditors in the Debtors' cases.


BRENT NICHOLSON: Claims Against Thrifty Payless Dismissed
---------------------------------------------------------
In the case, BRENT NICHOLSON, et al., Plaintiffs, v. THRIFTY
PAYLESS, INC., et al., Defendants, No. C12-1121RSL (W.D. Wash.),
District Judge Robert S. Lasnik granted defendants' motion for
summary judgment, dismissed plaintiffs' remaining claims with
prejudice, and entered judgment in the amount of $103,500 in favor
of defendant Thrifty Payless, Inc., and against plaintiffs Brent
Nicholson and No One to Blaine, LLC.  A copy of the Court's Feb. 5,
2015 Order is available at http://bit.ly/1AVz9d7from Leagle.com.

             About Brent Nicholson and Mary Nicholson

Seattle, Washington-based Brent Nicholson and Mary Nicholson filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No.
10-14522) on April 22, 2010.  The Company disclosed $10.8 million
in
assets and $78.4 million in liabilities.


C. WONDER: Puts Two Former Manhattan Locations Up for Sale
----------------------------------------------------------
New York Daily News reports that A&G Realty Partners is selling off
on behalf of C. Wonder the Company's former flagship at 72 Spring
Street in Soho and its Flatiron location at 155 Fifth Avenue in
Manhattan, New York.

According to NY Daily, the Soho store comes in at 7,200 square
feet, while the Flatiron location is 6,035 square feet.  The report
adds that a 17,507-square-foot office lease is also available, at
1155 Broadway.

"Retailers have the opportunity to take over the leases by
assignment.  These leases are exceptional retail opportunities and
are expected to attract interest from many national and
international retailers," NY Daily quoted A&G Realty co-president
Emilio Amendola as saying.

                           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: Retains A&G to Manage Sale of Retail Store Leases
------------------------------------------------------------
A&G Realty Partners, a commercial real estate, advisory and
investment group, disclosed that it has been retained by C. Wonder
to manage the sale of the three retail store leases and several
office locations in New York City and Long Island, following the
company's recent Chapter 11 bankruptcy filing.

A&G Realty is currently accepting bids to acquire the leases which
range from 3,299 square feet to 17,507 square feet in prestigious
retail locations in the SoHo District and Flatiron District of
New York City, the Americana Shops on the Miracle Mile in Manhasset
and office space in the famed Flatiron District in New York City.

"The leases are located on unique retail streets in New York City
and Long Island and provide a rare opportunity to acquire below
market leases in some of the best retail sites in the world," said
Emilio Amendola, Co-President of A&G Realty Partners.  "Retailers
have the opportunity to take over the leases by assignment. These
leases are exceptional retail opportunities and are expected to
attract interest from many national and international retailers."

                  About A&G Realty Partners

A&G Realty Partners -- http://www.agrealtypartners.com--
specializes in real estate dispositions, lease restructurings,
facilitating growth opportunities, valuations and acquisitions. A&G
Realty has serviced the nation's most recognizable retail brands in
healthy and distressed situations.  A&G Realty was founded in 2012
and headquartered in New York with offices in Chicago and Los
Angeles.

                        About C. Wonder

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

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

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

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

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


CAESARS ENTERTAINMENT: NRF Appointed as Committee Member
--------------------------------------------------------
The U.S. trustee overseeing the bankruptcy case of Caesars
Entertainment Operating Company Inc. appointed National Retirement
Fund to the official committee of unsecured creditors.

National Retirement Fund replaced the Board of Levee Commissioners,
which resigned from the committee, according to a filing with the
U.S. Bankruptcy Court for the Northern District of Illinois.

The unsecured creditors' committee is now composed of:

     (1) National Retirement Fund
         6 Blackstone Valley Place
         Lincoln, RI 02865-1112

     (2) International Game Technology Linda Rosenthal
         9295 Prototype Drive
         Reno, NV 89521-8986

     (3) US Foods, Inc Dorothy Capers
         9399 W. Higgins Road,
         Suite 600
         Rosemont, Il 60018

     (4) Law Debenture Trust Company of New York
         400 Madison Avenue, Suite 4D
         New York, NY 10017

     (5) MeehanCombs Global Credit
         Opportunities Master Fund, LP
         40 Signal Road
         Stamford, Connecticut 06902

     (6) Wilmington Trust, NA
         Rodney Square North
         1100 N. Market Street
         Wilmington, DE 19890-00001

     (7) Hilton Worldwide, Inc
         7930 Jones Branch Drive, 6th Floor
         McLean, Virginia 22102

     (8) Earl of Sandwich (Atlantic City) LLC
         4700 Millenia Blvd, Suite 400
         Orlando, FL 32839

     (9) PepsiCo, Inc.
         1100 Reynolds Blvd.
         Winston-Salem, NC 27105

                   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.

As reported in the Troubled Company Reporter on Feb. 4, 2015, the
bankruptcy proceedings of will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois, Delaware Bankruptcy Judge
Kevin Gross ruled.

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.


CALMENA ENERGY: Court Issues Joint Administration Order
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, issued an order directing the joint
administration of the Chapter 15 cases of Calmena Energy Services,
Inc., Calmena Energy Services (USA), Corp., Calmena Drilling
Services LLC, and Calmena Drilling Services US, LP, under lead case
no. 15-30786.

Ernst & Young Inc., as foreign representative, filed petitions
under Chapter 15 of the U.S. Bankruptcy Code on behalf of Calgary,
Canada-based Calmena Energy Services Inc. and its three affiliates.
The lead Chapter 15 case is Case No. 15-30786.  The case is
assigned to Judge Karen K. Brown of the U.S. Bankruptcy Court for
the Southern District of Texas (Houston).

The Chapter 15 petitioner is represented by Robert Andrew Black,
Esq., at Norton Rose Fulbright LLP, in Houston, Texas.


CALMENA ENERGY: Seeks Ch. 15 Recognition of Canadian Proceedings
----------------------------------------------------------------
Ernst & Young Inc., as the court-appointed receiver of Calmena
Energy Services Inc., et al., ask the the U.S. Bankruptcy Court for
the Southern District of Texas (Houston) to recognize the Canadian
proceedings as "foreign main proceeding" under Chapter 15 of the
U.S. Bankruptcy Code.

E&Y asserts that the Canadian Proceeding is a foreign main
proceeding within the meaning of Section 1502(4) because the
Debtors' center of main interests is in Canada.  The Debtors have
operations in various resource basis internationally, including
locations in the United States (Conroe and Oklahoma City), Mexico,
Libya, and Colombia, but the Calmena Entities' headquarters is
unquestionably anchored in Calgary as all of the CESI's directors,
officers, senior management, financial services, strategic
operations, safety auditors, and investor relations are located in
Calgary, R. Andrew Black, Esq., at Norton Rose Fulbright US LLP, in
Houston, Texas, tells the U.S. Court.

Mr. Black relates that as of the Petition Date, the U.S. Debtors do
not have any active drilling contracts in the United States or
Canada, and the Receiver has already terminated the majority of the
employees in the United States and Canada.  Moreover, most of the
rigs used by the Debtors are owned by Non-Debtor Entities and
leased to the Debtors as necessary, Mr. Black says.  The only
ongoing operations by the Calmena Entities are existing contracts
by Non-Debtor Entities in Mexico and the remaining assets of the
Debtor entity are tools, equipment, and inventory at the Conroe and
Oklahoma City locations, as well as the assets at the corporate
offices in Calgary, Mr. Black adds.

                           About Calmena Energy

Ernst & Young Inc., as foreign representative, filed petitions
under Chapter 15 of the U.S. Bankruptcy Code on behalf of Calgary,
Canada-based Calmena Energy Services Inc. and its three affiliates.
The lead Chapter 15 case is Case No. 15-30786.  The case is
assigned to Judge Karen K. Brown of the U.S. Bankruptcy Court for
the Southern District of Texas (Houston).

The Chapter 15 petitioner is represented by Robert Andrew Black,
Esq., at Norton Rose Fulbright LLP, in Houston, Texas.


CALPINE CORP: Fitch Affirms 'B+' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed Calpine Corp.'s Long-term Issuer Default
Rating (IDR) at 'B+' with a Stable Rating Outlook.  Fitch has also
affirmed Calpine's first lien senior secured debt at 'BB+' with a
Recovery Rating (RR) of 'RR1' (implying 91% - 100% recovery), which
includes first lien term loans, first lien senior secured notes and
the revolving credit facility, all of which are pari passu.  Fitch
has assigned a 'BB-/RR3' rating to Calpine's senior unsecured debt.
The 'RR3' rating implies a 51% - 70% recovery.

In addition, Fitch has affirmed Calpine Construction Finance
Company, L.P. (CCFC)'s Long-term IDR at 'B+' and senior secured
debt rating at 'BB+/RR1'.  The Outlook is Stable.

The affirmation reflects Fitch's view that Calpine can continue to
generate stable levels of adjusted EBITDA amid weakening near-term
natural gas fundamentals.  Given the relative efficiency of
Calpine's fleet compared to the market, low natural gas prices can
boost the run times for its generation fleet, thus, offsetting the
compression in generation margins to a large extent.  This
phenomenon was observed in spring of 2012 as natural gas prices
fell to $2/MMBtu, a trend that may be replicated in 2015.  Fitch's
base deck for natural gas prices calls for $4/MMBtu levels over
2015-16 and $4.25/MMBtu in 2017.  At these prices, Fitch expects
Calpine to generate 2015 adjusted EBITDA within its stated guidance
range of $1.9 billion - $2.1 billion.  Beyond 2015, Fitch expects
adjusted EBITDA to modestly increase reflecting capital deployment
in already announced new generation projects and recently completed
acquisitions/ divestitures.

Fitch also has a positive view of management's portfolio strategy,
which has resulted in a sharper focus on its core regions of
Northeast, California and Texas.  Divestiture of six Southeast
generation plants and acquisition of two plants in Texas and New
England in 2014 not only improved Calpine's scale in core regions
but also proved to be financially lucrative, generating excess cash
proceeds with no significant change to overall adjusted EBITDA.

Fitch's rating concerns primarily lie with Calpine's capital
allocation policy.  Fitch can appreciate that with the balance
sheet restructuring behind it, management is increasingly focused
on growth capex and share repurchases as its primary uses of excess
cash.  However, the pace of share repurchases has been tracking
above Fitch's expectations, in part due to proceeds from asset
sales, and the net debt/EBITDA metric has consistently trailed,
albeit modestly, management's stated 4.5x target.

KEY RATING DRIVERS

EBITDA Resiliency Through Cycles

Calpine's adjusted EBITDA has proved to be resilient in different
natural gas price scenarios.  While Calpine's adjusted EBITDA
remains biased towards higher natural gas prices given the relative
efficiency of its fleet compared to the market, low natural gas
prices have boosted the generation output as gas-fired generation
displaces coal.  This level of adjusted EBITDA stability is quite
unique among merchant generation companies and is usually seen for
those generators that sell under long-term contracts with minimum
fuel risk.  Fitch does note, however, that Calpine's open position
for the forward years (77% in 2016 and 85% in 2017 as of September
30, 2014) is the highest it has been since the company emerged from
bankruptcy in 2008 and is driven by reduced liquidity in the
forward markets, the divestiture of contracted assets and
subsequent reinvestment in competitive wholesale power markets, and
management's fundamental view of improving power prices.

Favorable Generation Mix

The combination of efficient natural-gas fired combined cycle
plants and Geysers (geothermal) assets make Calpine's fleet cleaner
than other coal heavy IPPs.  Calpine's fleet is also much younger
than its peers.  As a result, Calpine is comparatively much less
vulnerable to both existing and potential stringent environment
regulations addressing greenhouse gas emissions, other air
emissions including SOx, NOx, Mercury and coal ash as well as water
use.  For these reasons, Fitch views Calpine's business mix as
relatively strong compared with other merchant generators.  Over
the medium to long-term Calpine's predominant dependence on natural
gas could see pressure from the rapid penetration of renewables,
particularly in California and Texas.

Measured Approach to Growth

Fitch has a positive view of management's measured approach to
growth, which has been largely geared towards new generation that
is backed with long-term power purchase agreements with credit
worthy counterparties, and merchant facilities where Calpine has
significant cost advantages over other new entrants.  Calpine has
also been an active and opportunistic buyer and seller of
generation assets, monetizing non-core assets and increasing scale
in core regions.  Enhancements to annual capacity auctions in PJM
and New England will benefit Calpine's existing dual-fuel
generation fleet and support Calpine's strategy of targeting new
builds and acquisitions in these regions.  Fitch expects management
to continue to monetize its assets in non-core regions. Any asset
purchases are likely to be measured, as demonstrated by
management's past actions, and will probably consist of natural gas
fired assets so as to maintain the company's relatively clean
environmental profile.  Fitch's current view does not incorporate
any major foray by the company into the renewable sector such as
wind and solar over the near-term.

Capital Allocation Geared Toward growth and Share Repurchases
Aside from the scheduled debt maturities/ amortizations, debt
levels will be managed around management's stated net Debt/EBITDA
target of 4.5x.  Significant covenant cushion, incremental first
lien debt capacity and the continuing shift to an unsecured debt
structure affords Calpine tremendous financial flexibility to
deploy capital.  Fitch expects Calpine to generate approximately
$600 million of free cash flow in 2014; annual free cash flow could
approach $900 million by 2017.  These free cash flow estimates
incorporate both maintenance and growth capex based on announced
new projects.  Fitch thinks management's policy of not announcing a
formal share repurchase program in advance provides it flexibility
to look for growth opportunities.  Reinvestment of capital in new
generation projects under long-term contracts would be viewed
positively by Fitch.  Investment in new generation projects at
deeply discounted capital costs in tight power markets would be the
next preferred deployment of excess cash.  In absence of
reinvestment opportunities, Fitch expects management to allocate a
majority of the excess cash to stock repurchases.
'B+' Financial Profile

Fitch expects Calpine's credit portfolio to remain in line with its
ratings.  Fitch expects Adjusted Debt to EBITDAR ratio to improve
to 5.3x in 2017 from 5.7x in 2014, primarily driven by scheduled
debt amortizations and modest improvement in EBITDA, and FFO
adjusted leverage to improve to 5.1x in 2017 from 5.6x in 2014.
Fitch expects coverage ratios to strengthen to 3.00x - 3.25x range
given the recent successful refinancing of legacy high coupon debt.
To the extent management deploys a portion of the excess cash to
new generation projects instead of share repurchases, there would
be upside to our forecasted EBITDA and FFO metrics.

Strong Liquidity

Calpine's liquidity position has improved with the upsizing of its
corporate revolver by $500 million to $1.5 billion; the revolving
facility matures in June 2018.  Calpine had approximately $1.5
billion of unrestricted cash and cash equivalents and $1.3 billion
of availability under the corporate revolver, as of Sept. 30, 2014.
There is no corporate debt maturity until 2018 when the $1.6
billion term loan matures and scheduled project debt amortizations
approximate $200 million - $225 million annually.

Rating Linkages

There are strong contractual, operational and management ties
between Calpine and CCFC.  CCFC sells a majority of its power plant
output under a long-term tolling arrangement with Calpine's wholly
owned marketing subsidiary.  CCFC is also a party to a master
operation and maintenance agreement and a master maintenance
services agreement with another wholly owned Calpine subsidiary.
For these reasons, in accordance with its Parent and Subsidiary
Rating Linkage Criteria, Fitch assigns the same IDR to CCFC as the
parent even though its standalone credit profile is stronger.

KEY ASSUMPTIONS

   -- Natural gas prices of $4.00/$4.00/$4.25 per MMBtu for
      2015/16/2017, respectively.

   -- Expected generation hedged per management estimates of 53%,
      23% and 15% for 2015, 2016 and 2017, respectively. Hedged
      margin of $21/24/28 per MWh for 2015/16/17.

   -- O&M costs escalated at 2.5%.

   -- Growth and maintenance capex of approximately $1.0 billion
      over 2015-17; major maintenance expense of $750 million over

      this period.

   -- No additional growth projects except those already announced

      and under construction (Deer Park COD 2014, Channel COD
      2014, Garrison COD 2015 and York 2 COD 2017).  To the extent

      that management pursues other growth projects, Fitch's
      estimates of EBITDA and cash flows could prove conservative.

   -- In absence of additional growth projects, Fitch has assumed
      that free cash flow generation can support a $500 million –

      600 million stock buyback program on an annual basis.

RECOVERY ANALYSIS

The individual security ratings at Calpine are notched above or
below the IDR, as a result of the relative recovery prospects in a
hypothetical default scenario.

Fitch values the power generation assets that guarantee the parent
debt using a net present value (NPV) analysis.  A similar NPV
analysis is used to value the generation assets that reside in
non-guarantor subs and the excess equity value is added to the
parent recovery prospects.  The generation asset NPVs vary
significantly based on future gas price assumptions and other
variables, such as the discount rate and heat rate forecasts in
California, ERCOT and the Northeast.  For the NPV of generation
assets used in Fitch's recovery analysis, Fitch uses the plant
valuation provided by its third-party power market consultant, Wood
Mackenzie as well as Fitch's own gas price deck and other
assumptions.

Fitch rates Calpine's corporate revolving facility, first lien
credit facility and senior secured notes, which rank pari passu, at
'BB+/RR1'.  The 'RR1' rating reflects a three-notch positive
differential from the 'B+' IDR and indicates that Fitch estimates
outstanding recovery of 91 - 100%.  Fitch has assigned a 'BB-'/RR3
rating to the senior unsecured debt at Calpine.  The recovery
analysis yields a 91-100% recovery for the outstanding unsecured
debt but Fitch has constrained the rating given expectation of
issuance of additional unsecured debt.  Fitch rates the first lien
senior secured term loan facility at CCFC at 'BB+/RR1'.

RATING SENSITIVITIES

Positive: Positive rating actions for Calpine and CCFC appear
unlikely unless there is material and sustainable improvement in
Calpine's credit metrics compared with Fitch's current
expectations.  Management's net leverage target of 4.5x effectively
caps Calpine's IDR at the 'B+' category.

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

   -- Weak wholesale prices due to unfavorable power demand and
      supply dynamics, regulatory interference and /or distortion
      in market pricing signals that depress Calpine's EBITDA and
      FFO below Fitch's expectations on a sustained basis;

   -- An enhanced pace of share repurchases without hitting or
      sustaining the stated net leverage target of 4.5x;

   -- An aggressive growth strategy that diverts significant
      proportion of growth capex towards merchant assets and/ or
      inability to renew its expiring long-term contracts leading
      to a higher open position;

   -- Above 6.0x Total adjusted debt/EBITDAR; and

   -- Above 7.0x FFO adjusted leverage.



CAPITAL VALLEY: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Capital Valley Partners, LLC
        9381 E. Stockton Blvd., Ste. 200
        Elk Grove, CA 95624

Case No.: 15-21031

Chapter 11 Petition Date: February 11, 2015

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

Judge: Hon. Christopher M. Klein

Debtor's Counsel: Patricia H. Lyon, Esq.
                  FRENCH & LYON
                  1990 N. California Blvd., Suite 300
                  Walnut Creek, CA 94596
                  Tel: 415-597-7849
                  Email: phlyon@frenchandlyon.com
                     
Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Ferguson, authorized signatory.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb15-21031.pdf


CASEY ANTHONY: Trustee Says Money Should Go to Attorneys
--------------------------------------------------------
The Associated Press reported that Stephen Meininger, the trustee
handling Casey Anthony's bankruptcy, says most of the $25,000 he
has available to distribute should go to the trustee's attorneys.

According to the report, the trustee said in a final report filed
in bankruptcy court last month that $22,000 should be paid to
attorney Allan Watkins.  The trustee says the $25,000 was loaned to
Anthony by a friend so Anthony could buy back the rights to her
life story.


CDRH PARENT: Moody's Affirms 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and B3-PD Probability of Default Rating of CDRH Parent, Inc.
("CDRH"), the indirect parent of Healogics, Inc. ("Healogics") and
co-borrower. At the same time, Moody's affirmed the B2 rating on
CDRH's upsized $645 million senior secured first lien credit
facilities, consisting of a $100 million revolving credit facility
expiring in 2019, and a $545 million first lien term loan due 2021,
including a new $125 million term loan add-on. Concurrently,
Moody's affirmed the Caa2 rating on CDRH's upsized $250 million
second lien term loan due 2022, including a new $50 million term
loan add-on. The rating outlook is stable.

CDRH is acquiring Accelecare Wound Centers, Inc. ("Accelecare") for
a total purchase price of $225 million plus transaction costs. The
transaction will be funded with $175 million in incremental term
loans and $60 million equity contribution. Accelecare is the second
largest provider of outpatient wound care services in the U.S. The
company also employs and staffs wound care specialists in skilled
nursing facilities, outpatient wound centers and other care
settings.

The following is a summary of Moody's ratings actions:

CDRH Parent, Inc.:

Ratings affirmed:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $100 million senior secured revolver expiring 2019 at B2 (LGD 3)

  $545 million senior secured first lien term loan due 2021 at B2
(LGD 3)

  $250 million senior secured second lien term loan due 2022 at
Caa2 (LGD 5)

Ratings Rationale

The B3 Corporate Family Rating reflects the company's very high
financial leverage, due to the considerable amount of debt
associated with its 2014 LBO and the acquisition of Accelecare,
which is expected to close in the first quarter of 2015. The rating
is also constrained by the small absolute revenue size under $375
million, the early stage of development of the wound care market,
and the company's narrow focus on wound care management. The rating
benefits from Healogics' good customer and geographic
diversification, strong EBITDA margin and the company's good free
cash flow.

The stable outlook reflects Moody's expectation of relatively
stable operating performance given low reimbursement risk and
steady pricing over the near-term. It also reflects Moody's view
that the company's highly leveraged capital structure is unlikely
to improve significantly over the next 12-months.

The rating could be downgraded if pricing or volumes weaken, such
that financial performance is impacted, resulting in deterioration
in credit metrics. The rating could be downgraded if liquidity
deteriorates or if the company's free cash flow turns negative.

The likelihood of a rating upgrade is limited in the near-term
given the company's very high leverage. However, if the company is
able to grow earnings and sustain debt to EBITDA below 6 times,
while continuing to generate free cash flow, an upgrade could be
considered.

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.
Headquartered in Jacksonville, Fl., Healogics partners with
hospitals to establish, staff and run specialized wound care
centers that treat patient with chronic, non-healing wounds.



CHIQUITA BRANDS: S&P Affirms 'B' CCR then Withdraws Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
U.S.-based Chiquita Brands International Inc., including the 'B'
corporate credit rating, and raised its senior secured issue-level
rating to 'BB-' with a '1' recovery ratings (from 'B' with a '3'
recovery rating).  S&P subsequently withdrew the ratings at the
company's request.  "The rating outlook at the time of this
withdrawal was developing, reflecting a potential for a lower or
higher leveraged capital structure, depending upon how the buyout
is ultimately capitalized," said Standard & Poor's credit analyst
Chris Johnson.  In October 2014, S&P revised its outlook to
developing following the company's announcement of a potential sale
or merger with Cutrale-Safra Group.


CITGO HOLDING: New Loan Upsizing No Impact on Moody's Caa1 CFR
--------------------------------------------------------------
Citgo Holding, Inc's Caa1 corporate family rating and the Caa1,
LGD4 rating assigned on January 22 to its proposed secured Term
Loan B and secured notes are not affected by the new Term Loan B
amount, which would be upsized to USD 1.3 billion from USD 1
billion. The amount for the USD 1.5 billion in secured notes remain
unchanged. Proceeds of the transactions will be mostly used to pay
dividends to PDVSA (Caa3 stable). The outlook on the ratings also
continues to be stable.

On February 9th, the company announced its decision to upsize the
Term Loan B to USD 1.3 billion from USD 1 billion. It also changed
the transaction's terms and conditions, to the benefit of lenders.
For instance, the starting excess cash flow sweep on the Term Loan
B was increased to 100% from 75%; Citgo also increased the debt
service reserve fund at closing date to cover 12 months of
principal and interest, versus the original 6 months. In addition,
the company would now need 18 months, from 12 months previously, to
allow any retained excess cash flow to be distributed. Furthermore,
the lenders now will benefit from a pledge of 100% of the capital
stock of CITGO Petroleum (CITGO, B3 stable), up from 49%
originally.

The Caa1 ratings on Citgo Holding, Inc, 100% owner of CITGO, are
primarily driven by the latter's credit quality. As a holding
company, Citgo Holding, Inc's liquidity and source of funds to
service its debt are mostly dependent on CITGO's cash generation
and dividend payment capacity, which are vulnerable to volatile
refined product prices and refining margins. During the last twelve
months ended in September 2014, CITGO distributed USD 704 million
in dividends and, at the closing of the quarter, its total
unadjusted debt was USD 1.7 billion.

Citgo Holding, Inc is a company based in Delaware, US. Upon
completion of the proposed transactions, it will be a holding
company with no direct operations and no significant assets other
than its ownership of 100% of the capital stock of CITGO and 100%
of the limited liability company interests of Citgo Holding
Terminals, Southwest Pipeline Holding and Midwest Pipeline Holding,
all operating companies. Other than CITGO, all other subsidiaries
provide upstream guarantees and pledged collateral to Citgo
Holdings Inc. As of September 2014, the holding company reported
assets and EBITDA of USD 8.6 Billion and USD 1.7 Billion,
respectively.



CLEAREDGE POWER: Taps Leonard Law as Special Counsel
----------------------------------------------------
CEP Reorganization Inc. fka ClearEdge Power Inc. and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Northern
District of California for permission to employ Leonard Law Group
LLC fka McKittrick Leonard LLP as their special counsel.

The firm will assist with the litigation and resolution of any and
all claims, rights and actions asserted by the Debtors' against:

   a) Inverness Group LLC and any and all claims, rights and
      actions asserted by Inverness against the Debtors, including

      the claim of WW Group Inc. et al.; and

   b) Clackamas Metal Works LLC and any and all claims, rights and

      actions asserted by Clackamas against the Debtors, including

      the Clackamas Claim.

The firm's attorneys representing the Debtors will bill between
$225 and $335 per hour.  The primary attorney who will provide
services to the Debtors is Justin D. Leonard, Esq., charges $325 in
2014 and $335 in 2015.

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

  Justin D. Leonard, Esq.
  Leonard Law Group LLC fka McKittrick Leonard LLP
  Leonard Law Group LLC
  111 SW Columbia, Ste. 1100
  Portland, OR 97201
  Tel: 971.634.0192 (direct line)
       971.634.0190
  Fax: 971.634.0250
  Email: jleonard@llg-llc.com

                      About ClearEdge Power

Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.

Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications.  ClearEdge bought
United Technologies Corp.'s UTC Power division in late 2012.
ClearEdge sought bankruptcy protection just a week after shutting
operations.

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.  Insolvency Services Group, Inc., serves as
noticing and claims agent.

ClearEdge Power disclosed $31.3 million in assets and $67.4 million
in liabilities as of the Chapter 11 filing.

Power Inc. estimated $100 million to $500 million in both assets
and debts.

The petitions were signed by David B. Wright, chief executive
officer.

On May 22, 2014, the U.S. Trustee for Region 17 appointed five
creditors to serve in the Committee.  The Committee has hired Brown
Rudnick as Counsel and Teneo Securities as financial advisors.

The U.S. Bankruptcy Court in San Jose, California, on July 18,
2014, approved the sale of substantially all of the assets of the
Debtors to Doosan Corporation, a unit of Doosan Co. Ltd., of South
Korea.

The U.S. Trustee for Region 17 appointed creditors to be members of
the official committee of unsecured creditors in the Chapter 11
cases of ClearEdge Power Inc. and two affiliates.  Brown Rudnick
LLP represents the Committee.


CLEARWATER NURSERY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Clearwater Nursery, Inc.
        PO Box 1170
        Nipomo, CA 93444

Case No.: 15-10251

Chapter 11 Petition Date: February 11, 2015

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Debtor's Counsel: Jonathan Gura, Esq.
                  HOLLISTER & BRACE, A PROFESSIONAL CORP
                  1126 Santa Barbara Street
                  Santa Barbara, CA 93101
                  Tel: 805-963-6711
                  Fax: 805-965-0329
                  Email: jgura@hbsb.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John E. Djafroodi, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-10251.pdf


CLOUDEEVA INC: Scott Hammel's Employment Agreement Rejected
-----------------------------------------------------------
Bankruptcy Judge Kathryn Ferguson authorized the rejection of
Cloudeeva Inc.'s employment agreement with Scott Hammel nunc pro
tunc to Jan. 5, 2015.

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

Mr. Hammel, as creditor, opposed to the motion of Stephen Gray,
Chapter 11 trustee of Cloudeeva, and requested that the Court
adjourn the hearing on the motion or to defer ruling on the motion
pending the Court's determination of his objections to the
appointment of Mr. Gray as Chapter 11 trustee for the Debtors.

As reported in the Troubled Company Reporter on Jan. 28, 2015, the
trustee sought entry of an order authorizing him to reject the
employment agreement nunc pro tunc Jan. 5, 2015.  The trustee
explained that he is operating the Debtors' businesses and managing
their business affairs pursuant to Sections 1106 and 1108 of the
Bankruptcy Code.

                      About Cloudeeva, Inc.

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

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

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

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

                          *     *     *

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

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

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

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


CLOUDEEVA INC: Stephen Gray Removed as Chapter 11 Trustee
---------------------------------------------------------
Cloudeeva, Inc., et al., in an adjournment request, stated that on
Feb. 3, 2015, the U.S. Bankruptcy Court decided to remove Stephen
Gray as Chapter 11 trustee for the Debtor.

The Debtor has requested that the Court adjourn a hearing scheduled
for Feb. 10, to consider Mr. Gray's motion to settle or otherwise
resolve de minimis claims to allow the successor trustee to review
the relief being sought and make an independent decision on whether
to move forward with same.

Creditor Scott Hammel submitted a brief in reply to the objection
of Mr. Gray as trustee.  Mr. Hammel said that Mr. Gray's opposition
was nothing but a personal attack on him.

Mr. Hammel, in a supplementary motion to remove Mr. Gray, stated
that Mr. Gray cannot comply with his basic duty of trustee
disclosure.  Mr. Hammel related that Mr. Gray, in his verified
statement under penalty of perjury dated Nov. 26, 2014, represented
that he had no connections with the Debtors, their creditors or
their attorneys and accountants.

Mr. Hammel added that Mr. Gray only disclosed connections with
Brown Rudnick LLP and Deloitte.

Adesh Tyagi, chief executive officer of the Debtors, in a separate
filing, joined the motion of Mr. Hammel to remove the Mr. Gray as
Chapter 11 trustee.

As reported in the Troubled Company Reporter on Jan. 23, 2015, Mr.
Hammel opposed the appointment of Mr. Gray and asked the Court to
remove Mr. Gray as Chapter 11 trustee.

Mr. Hammel is the former senior vice president and general counsel
for Cloudeeva, Inc., and a creditor with an administrative priority
claim in the case, having submitted a proof of claim in the minimum
amount of $91,300 for unpaid postpetition compensation due under a
written employment agreement with the Debtor, and statutory
penalties against Mr. Gray and the Debtor's estate or violations of
California's labor laws.  

Mr. Hammel asserted that his employment with the Debtor was
terminated by Mr. Gray on Jan. 5, 2015, without cause, reason or
explanation, and without any advance notice.

Mr. Hammel filed its objection to the U.S. Trustee's appointment of
Mr. Gray as the Chapter 11 trustee on the grounds that (a) Mr. Gray
is unfit to serve as the Chapter 11 Trustee because he has made
false and misleading statements in filings with the court and he
has failed to timely disclose material information relevant to his
appointment, and (b) conflicts of interest raised by Mr. Gray's
filings with the Court establish that he should not be allowed to
serve as the Chapter 11 trustee in the case.

Mr. Hammel noted, among other things, that Mr. Gray was employed by
Deloitte CRG, a financial firm affiliated with Deloitte India, an
accounting firm that had provided accounting and auditing services
to Bartronics Asia PTE Ltd (BAPL) and BAPL's parent company,
Bartronics India Ltd. (BIL), a publicly traded company in India,
during the period 2009 to 2012.  Deloitte India was the official
statutory auditor indentified in BIL's annual reports for 2010 and
2011.  BAPL and BIL are purported creditors of the Debtor.  BAPL
has filed a claim in the amount of $5.94 million and BIL has filed
a claim for $960,000.

                  Response to Removal Motion

Mr. Gray, in his response to the removal motion, stated that Mr.
Hammel is nothing more than a disgruntled employee, sour over the
trustee's use of his business judgment to terminate Mr. Hammel's
employment contract.  Notwithstanding Mr. Hammel's submissions, the
trustee and his professionals are disinterested parties, with no
adverse interests to the Debtors' estates.

The Acting U.S. Trustee has requested that the Court deny Mr.
Hammel's removal motion because the attenuated relationships relied
on by Mr. Hammel do not rise to the level of "cause" for removal
Section 324(a) of the Bankruptcy Code. The U.S. Trustee also stated
that the Chapter 11 trustee is no longer employed by Deloitte
Financial Advisory Services LLP.

The Chapter 11 trustee is represented by:

         Stephen B. Ravin, Esq.
         Dipesh Patel, Esq.
         Mark Minuti, Esq.
         Nathaniel Metz, Esq.
         SAUL EWING LLP
         One Riverfront Plaza, Suite 1520
         1037 Raymond Boulevard
         Newark, NJ 07102
         Tel: (973) 286-6714

                      About Cloudeeva, Inc.

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

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

Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in
liabilities as of the Chapter 11 filing. The company said only
$209,000 is owing to its lender Prestige Capital Corp. and more
than $5.2 million is owed for trade vendor payables.

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

                              * * *

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

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

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

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


COLT DEFENSE: Obtains $33 Million Term Loan
-------------------------------------------
Colt Defense LLC has entered into a $33 million senior secured term
loan facility with Cortland Capital Market Services LLC, as agent,
which includes the arrangement of certain cash collateralized
letters of credit for up to $7 million, of which approximately $5
million will be used in connection with the termination of Colt's
existing revolving credit agreement.  

The Company disclosed in a Form 8-K filed with the U.S. Securities
and Exchange Commission it is probable that it may not have
sufficient cash and cash equivalents on-hand to be able to meet its
obligations as they come due over the next 12 months, including the
Company's May 15, 2015, Senior Notes interest payment of
approximately $10.9 million, and this factor raises substantial
doubt about the Company's ability to continue as a going concern.

The Cortland Facility provides for the accrual of interest at a
fixed rate of 10% per annum and matures Aug. 15, 2018.  The lenders
under Colt's existing term loan agreement dated as of
Nov. 17, 2014, have also agreed to amendments to the Term Loan
Agreement necessary for Colt to enter into the Cortland Facility.
Colt has agreed to pay a fee of $650,000 to the lenders under the
Existing Credit Agreement in connection with that termination.

               Colt Retirement Defined Benefit Plan

Prior to the acquisition of New Colt Holding Corp. on July 12,
2013, the Company had two defined benefit pension plans, (a) the
Colt Defense LLC Bargaining Unit Employees' Pension Plan (covering
a significant portion of the Company's hourly employees located in
the U.S.) and (b) the Colt Defense LLC Salaried Retirement Income
Plan (covering a significant portion of the Company's salaried
employees located in the U.S.).  

NCHC through its wholly owned subsidiary, Colt's Manufacturing
Company LLC, also had two defined benefit pension plans, (a) the
Colt's Manufacturing Company LLC Bargaining Unit Employees' Pension
Plan (covering a significant portion of CMC's hourly employees
located in the U.S.) and (b) the Colt's Manufacturing Company LLC
Salaried Retirement Income Plan (covering a significant portion of
CMC's salaried employees located in the U.S.).

Following the Merger, in connection with the Company's legal entity
restructuring, on Dec. 31, 2013, the Company's bargaining unit and
salaried pension plans were merged into CMC's bargaining unit and
salaried pension plans, respectively, with the CMC plans being the
surviving plans.  In addition, the CMC salaried pension plan was
renamed the "Colt Retirement Defined Benefit Plan".  On Dec. 31,
2014, the Colt's Manufacturing Company LLC Bargaining Unit
Employees' Pension Plan was merged with the CRDBP, thereby
consolidating each of the pension plans of the Company and its U.S.
subsidiaries into one pension plan.

The Company has determined that pension benefits for certain
retirees that were hourly employees covered by the CRDBP have been
calculated incorrectly since the inception of the pension plans in
1990.  The Company believes that any calculation error is limited
to pension benefits provided to bargaining unit retirees that
retired after the Company's normal retirement age of 65.

The Company is working with its external actuarial pension plan
consultant to determine which bargaining unit retirees have been
affected and to quantify the effect of any calculation error.  Any
error in individual bargaining unit retiree liability calculation,
or any shortfall in historical benefit payments, has the potential
to increase the overall liabilities of the CRDBP.  At this time,
the Company cannot precisely quantify the impact of any historical
incorrect benefit calculations but  management currently estimates
that the CRDBP projected benefit obligation and accrued liabilities
as of Dec. 31, 2014, are understated by approximately $3.7 million
to $4.7 million in aggregate.  This range is the Company's current
best estimate, is exclusive of any penalties and is based on facts
known as of the date of this filing and such range and facts could
change materially as we finalize our evaluation of this matter.

             Internal Control Over Financial Reporting

Management of the Company, which includes the Company's chief
executive officer and chief financial officer, has begun its
evaluation of the effectiveness of the Company's internal control
over financial reporting as of Dec. 31, 2014.  As a result of that
review, management of the Company has determined material
weaknesses exist over inventory transactions and financial
statement disclosures, which material weaknesses are in addition to
the Company's previously disclosed material weakness relating to
contract modifications.  Each material weakness could result in a
misstatement of account balances or disclosures that would result
in a material misstatement to the Company's annual or interim
financial statements that would not be prevented or detected.

                Accuracy of Inventory Transactions


The Company performed a physical inventory observation for the
Company's West Hartford facility as of Dec. 31, 2014.  The
preliminary net result of the physical inventory observation was a
reduction of inventory of approximately $1.4 million from the
Company's previously recorded  inventory balance for the Company's
West Hartford facility.  Although management is still in the
process of determining and evaluating the primary causes of the
reduction, including whether any of the reduction originated in
prior periods, given the preliminary analysis performed to date and
the significance of the estimated reduction, management has
concluded that the Company did not maintain effective controls over
the accuracy of inventory transactions as of Dec. 31, 2014.  A
preliminary primary cause analysis of the reduction indicates that
the Company did not process inventory transactions timely or
accurately and that the Company's detective controls, such as the
Company's month-end close and reconciliation process, the Company's
cycle count program and the Company's purchase price variance
reviews, did not prevent the necessity of the reduction.

Management has been, and continues to be, actively engaged in
performing additional analyses of the cause of the reduction and
developing a remediation plan to address the above material
weakness.  All deficiencies have not been remediated as of the date
of this filing.  The material weakness will not be fully remediated
until, in the opinion of management, the revised control procedures
have been operating for a sufficient period of time to adequately
demonstrate their effectiveness.

The Company plans to disclose its consolidated inventory balance as
of Dec. 31, 2014, in its Annual Report on Form 10-K.

                         About Colt Defense

Colt Defense LLC, headquartered in West Hartford, CT, manufactures
small arms weapons systems for individual soldiers and law
enforcement personnel for the U.S. military, U.S. law enforcement
agencies, and foreign militaries.  Post the July 2013 acquisition
of New Colt Holding Corp., the parent company of Colt's
MANUFACTURING COMPANY, the company also has direct access to the
commercial end-market for rifles, carbines and handguns.  Revenues
for the last twelve months ended June 30, 2014 totaled $243
million.

The Company's balance sheet at Sept. 28, 2014, showed $247 million
in total assets, $417 million in total liabilities and a
$170 million total deficit.

"As it is probable that we may not have sufficient liquidity to be
able to make our May 15, 2015 Senior Notes interest payment
without meeting our internal projections (including addressing our
Senior Notes), our long-term debt has been classified as current
in the consolidated balance sheet.  Currently we do not have
sufficient funds to repay the debt upon an actual acceleration of
maturity.  In the event of an accelerated maturity, our lenders
may take actions to secure their position as creditors and
mitigate their potential risks.  These events would adversely
impact our liquidity.  These factors raise substantial doubt about
our ability to continue as a going concern," the Company stated in
the quarterly report for the period ended Sept. 28, 2014.

                          *     *     *

As reported by the TCR on Nov. 17, 2014, Moody's Investors Service
downgraded Colt Defense LLC's Corporate Family Rating ("CFR") to
Caa3 from Caa2 and Probability of Default Rating ("PDR") to Caa3-
PD from Caa2-PD.  Concurrently, Moody's lowered the rating on the
company's $250 million senior unsecured notes to Ca from Caa3.
The downgrade was based on statements made by Colt Defense in its
November 12, 2014 Form NT 10-Q filing. In the filing the company
indicated that it expects to report a decline in net sales for the
three month period ended September 28, 2014 versus the same period
last year of approximately 25 percent together with a decline in
operating income of approximately 50 percent.

On Nov. 20, 2014, the TCR reported that Standard & Poor's Ratings
Services raised its corporate credit rating on U.S.-based gun
manufacturer Colt Defense LLC to 'CCC' from 'CCC-' and removed all
ratings from CreditWatch, where they were placed with negative
implications on Nov. 13, 2014.  "The upgrade reflects a reduced
likelihood of default in the coming months following a recent
refinancing that improved the company's liquidity profile
somewhat," said Standard & Poor's credit analyst Chris Mooney.


COLT DEFENSE: S&P Lowers CCR to 'CCC-'; Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.–based gun manufacturer Colt Defense LLC to 'CCC-'
from 'CCC'.  The rating outlook is negative.

The issue-level rating on the unsecured notes is unchanged at 'CC'
with a recovery rating of '6', indicating S&P's expectations for
negligible (0%-10%) recovery in a payment default scenario.

The downgrade reflects an increased likelihood that the company may
enter into a debt restructuring in the coming months that S&P would
consider a distressed exchange and, hence, a default.  An
8-K filed warned that "absent the company achieving its internal
forecast for 2015 and the successful execution of management's
strategy, including addressing other long-term debt such as the
company's senior notes the company believes it is probable that it
may not have sufficient cash and cash equivalents on-hand to be
able to meet its obligations as they come due over the next 12
months, including the company's May 15, 2015, Senior Notes interest
payment of approximately $10.9 million, and this factor raises
substantial doubt about the company's ability to continue as a
going concern."

On Feb. 9, 2015, Colt entered into a new $33 million secured term
loan due 2018, which the company used to repay all existing
borrowings under the $50 million ABL revolver, which has now been
terminated.  It also used the new loan for about $5 million of cash
collateral backing letters of credit; to pay fees and expenses; and
to provide a modest, but unknown, amount of cash to the balance
sheet.  One of the requirements under a new term loan that Colt
recently entered into is that the company must hire a Chief
Restructuring Officer by March 11, 2015.

"We continue to be uncertain about future revenue and cash flow as
Colt has been forced to rely more on international and commercial
sales to replace lost U.S. government demand," said Standard &
Poor's credit analyst Chris Mooney.  "International markets
represent a promising opportunity in that they often carry
relatively high margins, but they also attract many competitors,
and the timing and magnitude of future orders is difficult to
predict.  Commercial rifle demand is also hard to predict, and
sales have declined faster than we had expected in 2014 following a
surge in orders last year related to fears of potential legislation
to ban the product."



COMMUNITY HOME: PennyMac Wants to Proceed with State Law Remedies
-----------------------------------------------------------------
Secured creditor PennyMac Corp. Community Home Financial Services,
Inc. asks the U.S Bankruptcy Court to lift the automatic stay to
proceed with state law remedies.

PennyMac is the holder of a note in the amount of $212,600 dated
Feb. 1, 2007, and signed by Julieta C. Jones and secured by a deed
of trust.

PennyMac related that as of Jan. 14, Julieta C. Jones and Leroy
Jones have defaulted on the repayment of their deed of trust and
movant desires to proceed with its state law remedies including
foreclosure.

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44.9 million in total assets and $30.3 million in total
liabilities.  Judge Edward Ellington presides over the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as
Chapter 11 counsel.  Wells Marble was terminated Nov. 13, 2013.
The Debtor is now being represented by Derek A. Henderson, Esq.,
in Jackson, Miss.  In 2013, the Debtor sought to employ David
Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel.

On Jan. 9, 2014, Kristina M. Johnson was appointed as Chapter 11
Trustee for the Debtor.  Jones Walker LLP serves as counsel to the
Chapter 11 trustee, while Stephen Smith, C.P.A., acts as
accountant.

                         *     *     *

On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29,
2013.  In the first quarter of 2014, the Court entered an order
holding in abeyance the (i) confirmation of the Debtor's Chapter
11 Plan; and (ii) the objection and amended objection to the
confirmation of Plan pending further Court order.


CONN'S INC: S&P Affirms 'B' CCR; Outlook Negative
-------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Conn's Inc.  At the same time, S&P affirmed its
'BB-' issue-level rating on the company's $880 million ABL credit
facility and Moody's 'B-' issue-level rating on Conn's $250 million
senior unsecured notes.  The '1' and '5' recovery ratings on this
debt remain unchanged.  S&P removed all the ratings from
CreditWatch with negative implications, where it placed them on
Dec. 9, 2014.  The outlook is negative.

"Our rating on Conn's reflects our view of the company's high
volatility of profitability and its cash flows as evidenced by
significant increase in delinquency levels during the past few
quarters following a period of more liberal credit underwriting,"
said credit analyst Mariola Borysiak.  "It also reflects our
assessment of its participation in the highly fragmented and
competitive durable consumer goods segment of the retail industry,
small scale, geographic concentration, and focus on financing its
credit-constrained customer base."

The outlook is negative reflecting S&P's view that the company is
undergoing a period of transition and will continue to face
elevated delinquency levels and charge-off rates in the upcoming
quarters as it works to improve quality of its credit portfolio.

S&P could lower the ratings if the company cannot successfully
stabilize the performance of its credit portfolio and improve its
collection practices.  Under this scenario, the company may not be
able to collect its receivables outstanding, which could strain its
liquidity position.  In addition, S&P could lower the ratings if it
believes weak financial trends will result in covenant cushion
eroding to below 10%.  Significant deterioration in retail store
sales, perhaps because if pullback in customer financing, could
also be a factor in a downgrade.

S&P could revise the outlook to stable if the company at least
stabilizes performance of its credit portfolio, improves its
delinquency rates, and successfully manages its receivables
collections, while still maintaining positive same-store sales in
retail.



CORINTHIAN COLLEGE: CFPB Secures $480MM in Debt Relief for Students
-------------------------------------------------------------------
The Consumer Financial Protection Bureau and the U.S. Department of
Education announced more than $480 million in forgiveness for
borrowers who took out Corinthian College's high-cost private
student loans. ECMC Group, the new owner of a number of Corinthian
schools, will not operate a private student loan program for seven
years and agreed to a series of new consumer protections.

"Today's action will provide substantial relief to current and past
students who were harmed by Corinthian's predatory lending scheme,"
said CFPB Director Richard Cordray. "These consumers were lured
into high-cost loans destined to default, and then targeted with
aggressive debt collection tactics. We will be vigilant to ensure
that consumers receive this important relief and that others are
protected in the for-profit college industry."

In November 2014, the ECMC Group worked with the U.S. Department of
Education to reach an agreement to acquire a substantial number of
Everest and WyoTech campuses. These campuses were owned by
Corinthian Colleges, Inc., which was one of the largest for-profit
college companies in the United States, operating more than 100
schools. These activities followed oversight work conducted by the
Department of Education related to Corinthian Colleges.

In September 2014, the CFPB sued Corinthian Colleges, Inc. for
luring tens of thousands of students to take out private loans,
known as "Genesis loans," to cover expensive tuition costs by
advertising bogus job prospects and career services. The lawsuit
also alleges that Corinthian used illegal debt collection tactics
to strong-arm students into paying back those loans while still in
school. Under the Genesis loan program, nearly all student
borrowers were required to make monthly loan payments while
attending school. More than 60 percent of Corinthian school
students defaulted on these high-cost loans within three years.
Even for borrowers who did not default, interest rates were more
than twice as expensive compared to interest rates on federal
loans. The CFPB's litigation is ongoing.

ECMC sought a release from the Bureau from its potential liability
for Corinthian's alleged illegal activity. The CFPB believed that a
release was appropriate only if ECMC would work to provide
substantial relief for borrowers saddled with private student loan
debt. Because ECMC has never operated an institution of higher
education, the CFPB also sought to ensure that they operate the
schools in a fair and transparent manner, given the harm caused by
Corinthian. The CFPB granted a release, based on ECMC's agreement
to the following:

* Provide more than $480 million in debt relief to Corinthian
victims: Although Corinthian Colleges will no longer operate the
schools, tens of thousands of students remain saddled with debt
incurred under Corinthian's alleged predatory and illegal lending
scheme. ECMC worked with the CFPB and U.S. Department of Education
to secure $480 million in debt relief for borrowers who took out
Corinthian's high-cost private student loans. These students will
see an immediate 40 percent reduction in the amount that they owe
on outstanding private student loans. Eligible borrowers will be
notified of the loan forgiveness and automatically receive the
relief.

* Not offer private student loan programs: The CFPB sued Corinthian
Colleges for alleged predatory practices related to its high-cost
Genesis loan program. ECMC will not offer its own private student
loans to current and future students for a period of seven years.

* Halt lawsuits threats and improper debt collection practices: The
CFPB's lawsuit alleges that Corinthian engaged in strong-arm
tactics to collect private student loan debt. ECMC has taken steps
to ensure that borrowers who have outstanding Corinthian loans will
not be sued or threatened with legal action. In addition, borrowers
will not be harassed or have their debts disclosed to third
parties.

* Remove negative information from student borrowers' credit
reports: Many borrowers lured in by Corinthian's efforts to induce
them into high-cost loans have seen their credit report damaged.
Credit reporting agencies will receive instructions to delete any
existing negative credit reporting information from borrowers'
credit reports.

* Implement strong, new consumer protections: The CFPB's lawsuit
alleges that Corinthian made a range of misrepresentations to
prospective students. As part of today's announcement, ECMC is
obligated to adhere to an agreement with the U.S. Department of
Education that provides for flexible withdrawal policies, clear
information on job prospects, and other protections.

The document can be found here:
http://files.consumerfinance.gov/f/201502_cfpb_bulletin_cfpb-ecmc-agreement.pdf

The CFPB will continue to work with ECMC, the Department of
Education, and other federal and state stakeholders to ensure that
the debt relief and other provisions are adhered to, and current
and former Corinthian students get the redress they deserve.

Nothing about the agreement with ECMC releases Corinthian from any
liability. The CFPB’s lawsuit remains ongoing.

In conjunction with the agreement, the CFPB is publishing a
consumer bulletin with information for current and former
Corinthian students. The consumer bulletin is available at:
http://files.consumerfinance.gov/f/201502_cfpb_bulletin_current-and-former-students-enrolled-at-corinthian-owned-schools.pdf

The CFPB estimates that there is approximately $1.2 trillion in
outstanding student loan debt, with more than 7 million Americans
in default on more than $100 billion in balances. Students and
their families can find help on how to pay for college and tackle
their student debt on the CFPB's website.

The Consumer Financial Protection Bureau is a 21st century agency
that helps consumer finance markets work by making rules more
effective, by consistently and fairly enforcing those rules, and by
empowering consumers to take more control over their economic
lives. For more information, visit www.consumerfinance.gov


COVERIS HOLDINGS: Moody's Rates New $85MM Add-on Unsec. Notes Caa2
------------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to the proposed
$85 million incremental 7.875% senior unsecured notes due 2019 of
Coveris Holdings S.A. The additional notes will be issued under the
indenture, dated as of November 8, 2013 (the "Indenture"),
governing Coveris Holdings S.A.'s existing $325.0 million 7 7/8%
senior unsecured notes due November 2019 (the "Existing Notes").The
company's B3 Corporate Family Rating (CFR), B3-PD Probability of
Default Rating are not affected in this rating action. Other
instrument ratings are detailed below. The rating outlook remains
stable.

The proceeds from the additional notes are expected to be used to
replace borrowings under the Bank of Montreal (BMO) loan of GBP42.3
million ($64.5 million USD - calculated at the U.S. dollar to euro
foreign exchange rate in effect on February 6, 2015) as well as pay
related fees and expenses and improve liquidity. The add-on senior
notes are expected to have substantially the same terms as the
existing senior notes including the maturity date. Although the
transaction increases debt by $22 million, the impact on proforma
credit metrics is not material. Additionally, approximately $17.5
million of the $22 million increase in debt will added to cash to
further bolster liquidity.

Moody's took the following rating actions:

Coveris Holdings S.A.

  -- Assigned $85 million add-on Senior Unsecured Notes due
November 2019
     Caa2, LGD5;

  -- Unchanged on the existing $325 million 7.875% Senior Unsecured
Notes
     due November 2019 Caa2, LGD5

  -- Unchanged on the existing $652 million (USD equivalent) Senior
Secured
     Bank Term Loan due November 2019 B1, LGD3;

  -- Unchanged on the Corporate Family Rating B3;

  -- Unchanged on the Probability of Default Rating B3-PD;

  -- Unchanged on the Speculative Grade Liquidity Rating SGL-3;

Coveris Holding Corp. (formerly Exopack Holding Corp.)

  -- Unchanged on the existing $235 million 10% Senior Unsecured
Notes due
     May 2018 Caa2, LGD5

The rating outlook is stable.

Ratings Rationale

The B3 Corporate Family Rating reflects Coveris' reliance on
synergies to generate positive free cash flow, concentration of
sales and challenging competitive environment. The rating also
reflects the company's financial aggressiveness, primarily
commoditized product line and significant percentage of business
that is not under contract with cost pass-through provisions. The
company has a concentration of sales with customers and in cyclical
end markets. Additionally, Coveris operates in a competitive and
fragmented industry with strong price competition. Approximately
42% of business is not under contract with cost pass-through
provisions and is therefore subject to market forces. The business
under contract has lengthy lags in contractual cost pass-through
provisions with many customers and lacks pass-throughs for costs
other than raw materials. Approximately, two-thirds of EBITDA is
from outside the US, but approximately two-thirds of interest
expense is in US dollars.

The rating is supported by the anticipated impact of realized and
projected synergies on operating results and adequate liquidity.
The rating is also supported by the concentration of sales to food
end markets, the significant percentage of business under long-term
contracts with raw material cost pass-through provisions and some
production of custom products. The company generates approximately
48% of proforma revenue from food end markets and has 58% of
business under long-term contracts with raw material cost
pass-through provisions. Coveris has long-standing relationships
with customers and has some geographic diversity. The company has
realized a significant amount of synergies and is expected to
continue to undertake various initiatives. Additionally, the
sponsor retains over $400 million in equity in the combined entity.
Coveris also has adequate liquidity for the rating horizon.

Coveris's SGL-3 liquidity rating reflects an expectation of weak
free cash flow offset by expected adequate availability on various
credit facilities over the next 12 months. Credit facilities
include a $110 million ABL at Coveris US and an aggregate of $175.0
million in total (equivalent) in European ABL facilities (details
below) . All of the facilities expire May 2016. Peak working
capital occurs in the first half of the calendar year. Term loan
amortization is 1% and the term loan does not have any financial
covenants. The next debt maturity is the $235 million 10.0% senior
unsecured bonds due June 2018. Most assets are fully encumbered by
the secured debt leaving little in the way of alternate liquidity.

The stable outlook reflects an expectation that the company will
successfully execute on its integration and operating plan and
generate positive free cash flow while maintaining adequate
liquidity. Coveris has little room for negative variance in its
operating results and will need to achieve projected operating
results to maintain the current rating and outlook.

The rating could be downgraded if there is deterioration in credit
metrics or the operating and competitive environment or if the
company fails to generate positive free cash flow. The rating could
also be downgraded if there is another significant acquisition or
dividend or Exopack fails to maintain adequate liquidity.
Specifically, the rating could be downgraded if free cash flow
remains negative, debt to EBITDA rises above 6.75 times and/or EBIT
interest coverage declines to below 1.0 time.

The rating could be upgraded if Exopack sustainably improved credit
metrics, maintained good liquidity and followed a less aggressive
financial policy. Any upgrade would be contingent upon stability in
the operating and competitive environment and the successful
integration of the merged entities. Specifically, Exopack could be
upgraded if debt to EBITDA declined to below 6.0 times, free cash
flow to debt improved to 4.5% or better and EBIT to interest
expense remained above 1.4 times.

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



CRUMBS BAKE SHOP: Buyer Drops Appeal in Brand Licensing Row
-----------------------------------------------------------
Law360 reported that the joint venture that scooped up Crumbs Bake
Shop Inc. out of Chapter 11 has dropped an appeal claiming that a
group of trademark licensees lost their rights to use the Crumbs
name in the transaction, according to court papers announcing a
settlement.

The report related that under the proposed deal, the company that
now runs the Crumbs operation will kick in $40,000 for creditors of
the bankruptcy estate to put to bed a lingering dispute over which
entity owned certain royalties under intellectual property
contracts.

                      About Crumbs Bake Shop

Crumbs Bake Shop, Inc., and 22 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. D.N.J. Lead Case No. 14-
24287) on July 11, 2014.  John D. Ireland signed the petitions as
chief financial officer.  Crumbs Bake Shop estimated assets of $10
million to $50 million and the same range of liabilities.

Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors'
counsel.  Prime Clerk LLC is the Debtors' claims and noticing
agent.  Judge Michael B. Kaplan oversees the jointly administered
cases.

The U.S. Trustee appointed three creditors to serve in the
Official Committee of Unsecured Creditors.   Sharon L. Levine,
Esq., at Lowenstein Sandler LLP serves as Committee's counsel.

                           *     *     *

On July 7, 2014, the Board of Directors of Crumbs Bake Shop
determined to cease operations effective immediately.  The Board's
determination was made after the Company lacked sufficient
liquidity to maintain current operations.

On the petition date, Crumbs entered into an Asset Purchase
Agreement through which Lemonis Fischer Acquisition Company, LLC,
a joint venture created by Marcus Lemonis LLC and Fischer
Enterprises, L.L.C., will acquire the Crumbs' business as part of
the Company's Chapter 11 filing.  Lemonis Fischer Acquisition is
represented by Louis Price, Esq., at McAfee & Taft PC.

On Aug. 29, 2014, Crumbs Bake Shops completed the sale of its
assets for a credit bid of $7,140,000 and the assumption of
various liabilities.  There are no cash proceeds and the credit
bid resulted in the repayment of all indebtedness to Lemonis
Fischer Acquisition, which held a first priority security interest
in the assets of the Company. The Company's remaining assets will
be liquidated and the proceeds thereof will be utilized to pay
unsecured liabilities in accordance with applicable law and
certain advisors' fees and expenses. The Company does not expect
that there will be any proceeds available for distribution to
shareholders.


CUI GLOBAL: Marathon Capital Held 6.1% Equity Stake as of Dec. 31
-----------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Marathon Capital Management, LLC, disclosed that as of
Dec. 31, 2014, it beneficially owned 1,258,762 shares of common
stock of CUI Global, Inc., representing 6.1 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/aZk9c7

                          About CUI Global

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

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

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


D.A.B. GROUP: To Sell Orchard Property to Lone Bidder
-----------------------------------------------------
D.A.B. Group LLC said it canceled the auction of its assets after
the company didn't receive bids from other potential buyers.

With the cancellation of the auction, Arcade Orchard Street LLC
will be considered the successful bidder for the assets, D.A.B.
Group said in a filing it made in U.S. Bankruptcy Court for the
Southern District of New York.

The assets to be sold include D.A.B. Group's partially constructed
hotel project at 139-141 Orchard Street, in New York.  Real estate
broker Massey Knakel Realty Services helped the company market the
property.

Arcade, which would have served as the stalking horse bidder had
the auction pushed through, offered $33 million for the assets.  A
copy of the sale agreement between Arcade and D.A.B. Group is
available for free at http://is.gd/cwDN2f

                         About DAB Group

D.A.B. Group LLC, owner of a stalled 16-story Allen Street Hotel
project in Orchard Street, New York, sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 14-12057) in Manhattan on July 14, 2014,
to pursue a prompt sale of the property.  The case is assigned to
Judge Shelley C. Chapman.

The property has been in the hands of a receiver since July 18,
2011.  Simon J.K. Miller, of Blank Rome LLP, serves as receiver.

J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in
New York, serves as counsel to the Debtor.

DAB Group said in a court filing that its property is continguous
to the commercial property owned by its affiliate, 77-79 Rivington
Street Realty LLC (Bankr. S.D.N.Y. Case No. 14-10339).
Accordingly, DAB's Chapter 11 case is being filed as a related
proceeding.


DAVID CASSIDY: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Dawn McCarty at Bloomberg News reports that David Cassidy filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15
-12588) on Feb. 11, 2015, citing both assets and debt of as much as
$10 million.

Bloomberg News says that Mr. Cassidy listed among other liabilities
credit card debt including $21,000 owed to American Express and
$17,000 owed to Citi bank.

David Cassidy is a heartthrob star of the 1970s sitcom The
Partridge Family.  He has homes in Florida and Saratoga Springs,
New York.


DENDREON CORP: Hearing to Approve Asset Sale Scheduled for Feb. 20
------------------------------------------------------------------
Dendreon Corporation on Feb. 10 disclosed that the bid deadline
provided by the Court-approved bidding procedures for the sale of
substantially all of the Company's assets has expired without
receipt of additional qualified bids.  The Company previously
entered into an asset purchase agreement with Valeant
Pharmaceuticals International, Inc. through which Valeant will
acquire the world-wide rights of PROVENGE(R) (sipuleucel-T) and
certain other Dendreon assets for $400 million.  A hearing at which
Dendreon and Valeant will seek the required Court approval of the
sale is scheduled for February 20, 2015.

"The robust sale process resulted in an agreement that maximizes
the value of Dendreon while allowing PROVENGE to remain
commercially available to patients and providers," said W. Thomas
Amick, president and chief executive officer of Dendreon.  "We are
confident that Valeant will be a strong owner for PROVENGE and
patients will be able to receive treatments with no disruption
moving forward.  We want to thank our employees whose continued
hard work, dedication and commitment to serving our physicians and
their patients enabled us to move through this process."

Dendreon anticipates the completion of the sale to Valeant to occur
by the end of February 2015, subject to certain closing conditions,
including approval from the Court.

Court documents and additional information are available through
Dendreon's claims agent, Prime Clerk, at
https://cases.primeclerk.com/dendreon or 844-794-3479.

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

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

                       About Dendreon Corp

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

Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014.  The Debtors
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: Judge Extends Deadline to Remove Suits to July 9
---------------------------------------------------------------
U.S. Bankruptcy Judge Laurie Selber Silverstein has given Dendreon
Corp. until July 9 to file notices of removal of lawsuits involving
the company and its affiliates.

                       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
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.


EASTMINSTER SCHOOL: To File for Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
The board of Eastminster School has decided to enter the school
into Chapter 11 bankruptcy protection, Ryan McKenzie at
Rockdalecitizen.com reports, citing headmaster Blake Craft.  

Rockdalecitizen.com quoted Mr. Craft as saying, "The process is
expected to take several months, so the future of the school is
uncertain beyond the present school year."  The report adds that
the School is awaiting a court decision to find out if its debt
load will be restructured in the school's favor.

Mr. Craft, Rockdalecitizen.com relates, said in a letter addressed
to parents on Jan. 14, 2015, that the School will no longer exist
in its present form after the end of 2014-15.  According to the
report, Mr. Craft said, "Eastminster will continue to provide
students with our current services and will finish out the 2014-15
school year.  The staff has been notified of the situation and
parents should make backup plans for current students to attend a
different school next year in case Eastminster is forced to
close."

Rockdalecitizen.com says that the School has struggled financially
for some time.  The report states that toward the end of the
2013-14 school year the School had to raise $197,000 and obtain 120
student contracts by May 16 to remain open for the year.  The
School, according to the report, was able to overcome that
financial crisis, getting the funds and student contracts needed to
operate for 2014-15.

The School could emerge from restructuring and "continue as a going
enterprise," should parents commit to keep the school going,
Rockdalecitizen.com relates, citing Mr. Craft.

Eastminster School is a private school in Conyers, Rockdale County,
Georgia.


ELLERIE CLEVELAND: Trustee Succeeds to Power of Sale over LLC
-------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Chief U.S. District Judge Gloria M. Navarro in
Reno, Nevada, ruled that when an individual bankruptcy owns a
limited-liability corporation, the trustee automatically has the
right to take control and sell the LLC's assets.

According to the report, Judge Navarro disagreed with a bankruptcy
court and sided with courts holding that the trustee succeeds to
all the owner's rights and need take no further action to exercise
control.

The case is Schwartzer v. Cleveland (In re Cleveland), 14-00068,
U.S. District Court, District of Nevada (Reno).



ENERGY FUTURE: Can Hire SOLIC Capital as Financial Advisor
----------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Energy Future Holdings Corp.
and its debtor-affiliates to employ SOLIC Capital Advisors LLC as
their financial advisor.

The firm will provide a variety of financial advisory and other
services to the Debtors:

   a) reviewing bid procedures and progress in developing a plan
      of reorganization;

   b) reviewing inter-company claims between the Company and other

      affiliates;

   c) reviewing financial elements pertaining to key tax issues;

   d) reviewing financing proposals received to date and future
      financing needs of the Company; and

   e) such other matters as may be agreed upon which are
      consistent with SOLIC's experience.

The Debtors agreed to pay the firm a monthly fixed fee payment of
$200,000.  The firm's professionals and their standard hourly
rates:

   Designations                  Hourly Rates
   ------------                  ------------
   Senior Managing Directors     $750-$895
   Managing Directors            $695-$825
   Directors                     $550-$695
   Associate Directors           $450-$550
   Managing Consultants          $350-$450
   Consultants/Associates        $245-$350
   Paraprofessionals             $95-$125

Neil F. Luria, senior managing director and president of SOLIC
Capital, assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

   Neil F. Luria
   Raoul Nowitz
   SOLIC Capital Advisors LLC
   1603 Orrington Avenue, Suite 1600
   Evanston, IL 60201
   Tel: 847-583-1618
   Email: nluria@soliccapital.com
          rnowitz@soliccapital.com

                     About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


ENERGY FUTURE: Court Extends Lease-Decision Deadline to Feb. 23
---------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware extends until Feb. 23, 2015, Energy Future
Holdings Corp., et al.'s time to assume or reject unexpired
nonresidential real property leases under 11 U.S.C. Section
365(d)(4).

                     About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


ENVISION PHARMA: Rite Aid Deal No Impact on Moody's 'B3' CFR
------------------------------------------------------------
Moody's Investors Service commented that Envision Pharmaceutical
Holdings, Inc.'s ratings (B3 CFR) and stable outlook remain
unchanged following news that Rite Aid Corporation (B2 CFR ratings
on review for downgrade) plans to acquire Envision for
approximately $2 billion, of which $1.8 billion will be funded with
incremental debt.

Envision Pharmaceutical Holdings, Inc. is a PBM headquartered in
Twinsburg, Ohio. The company serves a number of customers including
employer groups, hospitals, unions, regional managed care
organizations, as well as Medicare Part D and state Medicaid plans.
The company operates four main business segments -
commercial/consumer PBM, Envision Insurance Company (EIC), DesignRx
(infertility prescription discount program), and Orchard (mail
order and specialty pharmacy). Envision was purchased by TPG in
2013 for $885 million.



EPD INVESTMENT: Statute of Repose Tolled by Sec. 546(a), Judge Says
-------------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Bankruptcy Appellate Panel for the
Ninth Circuit in San Francisco, in a decision dated Jan. 7, 2015,
ruled that the statute of repose is tolled by Section 546(a) of the
Bankruptcy Code.

The Appellate Panel held that "so long as a state-law fraudulent
transfer claim exists on the petition date (or the date the order
for relief is entered), i.e., the state's applicable repose period
governing the action has not yet expired on the petition date (or
the order for relief date), the trustee may bring the avoidance
action under Section 544(b), provided it is filed within the
limitations period in Section 546(a).  The "reach back" period is
established on the petition date (or the order for relief date) and
encompasses all transfers within the relevant period provided by
state law.

In the case before the Appellate Panel, the Appellate Panel said
"the Trustee should have been allowed to bring a claim for those
transfers occurring within seven years prior to the petition date
-- i.e., back to December 7, -- and the bankruptcy court erred in
dismissing his First Claim under Civil Rule 12(b)(6) to the extent
it sought to avoid the transfers to Bank of America from December
24, 2003 through November 21, 2005,
and the transfers to Countrywide from December 15, 2003 through
November 16, 2005. Because Trustee timely filed his First Claim
within the two years prescribed in § 546(a)(1)(A), recovery of
these transfers was not time-barred."

The appeals are JASON M. RUND, Chapter 7 Trustee, Appellant, v.
BANK OF AMERICA CORPORATION; BANK OF AMERICA, N.A.; FIA CARD
SERVICES, N.A. fka MBNA; AMERICA BANK, Appellees; and JASON M.
RUND, Chapter 7 Trustee, Appellant, v. COUNTRYWIDE HOME LOANS,
INC., and BANK OF AMERICA, N.A., Appellees, BAP Nos.
CC-13-1374-KiKuDa and CC-13-1375-KiKuDa.

A full-text copy of the Decision is available at
http://bankrupt.com/misc/EPD0107.pdf


EXELIXIS INC: Meditor Group Reports 9.7% Stake as of Dec. 31
------------------------------------------------------------
In an amended schedule 13G filed with the U.S. Securities and
Exchange Commission, Meditor Group Ltd. and Meditor European Master
Fund Ltd. disclosed that as of Dec. 31, 2014, they beneficially
owned 19,070,213 shares of common stock of
Exelixis, Inc., representing 9.7 percent of the shares outstanding.
A copy of the regulatory filing is available for free at
http://is.gd/TCwBFF

                        About Exelixis Inc.

Headquartered in South San Francisco, California, Exelixis, Inc.,
develops innovative therapies for cancer and other serious
diseases.  Through its drug discovery and development activities,
Exelixis is building a portfolio of novel compounds that it
believes has the potential to be high-quality, differentiated
pharmaceutical products.

The Company's balance sheet at Sept. 30, 2014, showed $384 million
in total assets, $442 million in total liabilities and
total stockholders' deficit of $58.5 million.

Exelixis reported a net loss of $245 million in 2013 following
a net loss of $148 million in 2012.


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

          Debtor                                 Case No.  
          ------                                 --------
          Family Christian Holding, LLC          15-00642

          Family Christian, LLC                  15-00643
          5300 Patterson Avenue SE
          Grand Rapids, MI 49530

          FCS Giftco, LLC                        15-00644
          5300 Patterson Avenue SE
          Grand Rapids, MI 49530

Type of Business: Family Christian Holding, LLC, is the sole owner
                  and member of Family Christian, LLC, which
                  operates and runs Family Christian stores, one
                  of the largest retail sellers of Christian
                  books, music, DVDs, church supplies, and other
                  faith based merchandise.

Chapter 11 Petition Date: February 11, 2015

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Hon. John T. Gregg (15-00643)
       Hon. Scott W. Dales (15-00644)

Debtors' Counsel: A. Todd Almassian, Esq.
                  KELLER & ALMASSIAN PLC
                  230 East Fulton St.
                  Grand Rapids, MI 49503
                  Tel: (616) 364-2100
                  Email: ecf@kalawgr.com

                    - and -

                  Erich Durlacher, Esq.
                  Brad Baldwin, Esq.
                  Bryan Glover, Esq.
                  BURR & FORMAN LLP
                  171 17th Street, N.W. - Suite 1100
                  Atlanta, Georgia 30363
                  Tel: (404) 815-3000
                  Fax: (404) 817-3244
                  Emails: edurlacher@burr.com
                          bbaldwin@burr.com
                          bglover@burr.com

                                Estimated        Estimated
                                 Assets         Liabilities
                               ------------     ------------
Family Christian, LLC          $50MM-$100MM     $50MM-$100MM
FCS Giftco, LLC                $0-$50,000       $50MM-$100MM

The petition was signed by Chuck Bengochea, president and CEO.

A. List of Family Christian's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
B&H Publishing Group                                   $516,414
Attn: Accounts Receivable, MSN
127 Ninth Ave N
Nashville, TN 37234

Baker Book                                             $445,073
House-Consignment
Attn: Bill Shady
6030 E Fulton
Ada, MI 49301-6287

Barbour Publishing Inc.                                 $572,002
10180 Barbour DR SE
Uhrichsville, OH 44583

Capitol Christian Distribution                        $3,614,286
101 Winners Circle North
Brentwood, TN 37027

Christian Arts Gifts-Consignm                           $789,649
359 Longview DR
Bloomingdale, IL 60108

Dayspring Cards                                       $2,004,259
21154 Hwy 16E
Siloam Springs, AR
72761-5324

Demdaco                                                 $937,928
7500 W 160th St
Stilwell, KS 66085

Dicksons                                              $1,035,510
709 B Ave
Seymour, IN 47274

Faithwords                                              $537,374
12 Cadillac Drive
Suite 480
Brentwood, TN
37027-5272

Good News/Crossway Books                                $573,657
Attn: Bill Anderson
1300 Crescent St
Wheaton, IL 60187

Harper Collins                                        $7,537,073
Christian Publi
3900 Sparks DR SE
Grand Rapids, MI 49546

Harvest House Publishers                                $456,902
990 Owen Loop North
Eugene, OR 97402-9173

Kerusso Inc-                                            $422,875
Consignment
402 Hwy 62 Spur
Berryville, AR 72616

Provident Music Distribution                          $2,166,416
741 Cool Springs Blvd
Franklin, TN 37067

Pure Flix Entertainment                                 $341,192
15300 N 90th N 90th St
Ste 900
Scottsdale, AZ 85260
100 Biblica Way
Elizanethton, TN 37643

Send The Light                                          $418,696
Advocate Christian Products
100 Biblica Way
Elizabethton, TN 37643

Spring Arbor/Ingram Distributi                          $689,533
Attn: Pricilla Hobbs
1 Ingram Blvd
Lavergne, TN 37086

Tyndale House Publishers                              $1,716,136
Attn: Sharon Heggeland
351 Executive DR
Carol Stream, Il 60188

Waterbrook/Random House                                 $458,538
400 Hahan Rd
Attn: Katherine Hill
Customer Service
Westminster, MD 21157

Word Entertainment                                    $1,686,436
Attn: Ricky Widmer
25 Music Square West
Nashville, TN 37203

B. List of FCS Giftco's two Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Credit-Suisse AG                   Loan Guaranty     $34,000,000
Caymand Island
Attn: Jens Ernberg
11 Madison Ave
New York, NY 10010

FC Special Funding, LLC            Loan Guaranty     $23,000,000
1050 Crown Pointe Pkwy
Suite 950
Atlanta, GA 30338


FAMILY CHRISTIAN: Retailer Hits Ch. 11 After Sales Slump
--------------------------------------------------------
Family Christian LLC, a Georgia-based Christian merchandise
retailer, sought protection under Chapter 11 of the Bankruptcy Code
on Feb. 12 following years of sales decline, various news sources
reported.

Law360 reported that weighed down by a seven-year decline in sales
and $98 million in debt, Family Christian filed for Chapter 11 in a
Michigan bankruptcy court, vowing to avoid layoffs and weather the
restructuring with the help of its nonprofit parent company.
Law360 noted that Family Christian recently switched to a nonprofit
model and has indicated that the charity that owns its holding
company is the stalking horse bidder on a friendly deal to purchase
the company.

Katy Stech, writing for Daily Bankruptcy Review, reported that
Family Christian said sales of its religious books, music and
church supplies at its 266 retail stores have steadily fallen for
years.  The DBR report said officials who put the Michigan-based
chain into Chapter 11 protection said the buyer has promised to
keep the 3,100-worker chain -- which is one of the country's
largest retailers of Christian products -- open for business.


FIRST DATA: Posts $11.8 Million Net Income in Fourth Quarter
------------------------------------------------------------
First Data Corporation reported net income attributable to the
Company of $11.8 million on $2.88 billion of total revenues for the
three months ended Dec. 31, 2014, compared to a net loss
attributable to the Company of $123.1 million on $2.79 billion of
total revenues for the same period in 2013.

For the 12 months ended Dec. 31, 2014, the Company reported a net
loss attributable to the Company of $457.8 million on $11.15
million of total revenues compared to a net loss attributable to
the Company of $869.1 million on $10.80 billion of total revenues
during the prior year.

As of Dec. 31, 2014, First Data had $34.26 billion in total assets,
$31.55 billion in total liabilities, $70.4 million in redeemable
noncontrolling interest and $2.64 billion in total equity.

"Our historic fourth quarter, and the year as a whole, demonstrated
the continued transformation of First Data," said Chairman and CEO
Frank Bisignano.  "This past year saw the launch of numerous new
products, the development of strategic partnerships, and a
significantly strengthened capital position. We look to 2015 and
beyond with great anticipation as we leverage our assets,
relationships, and innovative solutions to help drive the future of
commerce."

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

                        http://is.gd/d1U8Mr

                          About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

First Data reported a net loss attributable to the company of
$869 million in 2013, a net loss of $701 million in 2012 and a net
loss of $516 million in 2011.

                           *     *     *

The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FLINTKOTE COMPANY: Has Deal with Ex-Parent, Amends Confirmed Plan
-----------------------------------------------------------------
The Flintkote Company and Flintkote Mines Limited modified their
confirmed amended joint plan of reorganization to incorporate the
terms of a comprehensive settlement between the Debtors and
Imperial Tobacco Canada Limited, f/k/a Imasco Limited (Canada).

The Prior Plan was confirmed by the U.S. Bankruptcy Court for the
District of Delaware by order dated December 21, 2012, and the
District Court affirmed confirmation of the Prior Plan by order
dated July 10, 2014.  At the time of confirmation, Imperial,
Flintkote's former indirect parent company, was the only objector
to confirmation of the Prior Plan and subsequently appealed both
the Bankruptcy Court's order confirming the Prior Plan and the
District Court Affirmation Order.  Imperial's appeal of the
District Court Affirmation Order is currently pending before the
United States Court of Appeals for the Third Circuit.

The Plan Proponents and Imperial, on December 17, 2014, entered
into the Settlement Agreement, which resolves all outstanding
disputes and claims between the Debtors and their Estates and
Imperial, including the Dividend Recovery Litigation.

Under the Settlement Agreement, Imperial has agreed to pay the cash
sum of $575 million to the Debtors and their Estates.  On December
19, 2014, Imperial caused the Settlement Funds to be transferred by
wire transfer to Citibank N.A., as Escrow Agent.  The Settlement
Funds, along with any interest accrued thereon, net of fees, will
be released to Reorganized Flintkote and the Trust only upon
confirmation of the Plan and satisfaction of all conditions in the
Settlement Agreement.

In exchange for payment of the Settlement Funds, Imperial requires
confirmation of the Plan, and entry of a confirmation order (as
affirmed by the District Court) that provides Imperial and certain
related parties with the protection of the Third Party Injunction
pursuant to Section 524(g) of the Bankruptcy Code, certain estate
releases, and the Supplemental Settlement Bar Order.

To facilitate the confirmation of the Plan and to comply with
relevant requirements under the Settlement Agreement, the Debtors
seek authority to count votes previously cast on the Prior Plan as
votes on the modified Plan, subject to providing an opportunity to
holders of asbestos personal injury claims, holders of unsecured
claims and equity interests in Mines to change their votes.

The Debtors' counsel, Kevin T. Lantry, Esq., at Sidley Austin LLP,
in Los Angeles, California, tells the Court that the Plan does not
materially and adversely impact creditors as the modified Plan
provides the same election for holders of unsecured claims, which
is either a 35% cash payout on the effective date or a deferred
distribution equal to an initial payment of 5% of their allowed
claim.

The Debtors ask the Court to convene a hearing on March 17, 2015,
to consider approval of the Second Supplement Disclosure Statement
and the solicitation and tabulation protocol.  The Debtors propose
that the Court set June 2, 2015, as the Supplemental Voting
Deadline by which all ballots must be properly executed and
received by the voting agent.  Moreover, the Debtors propose the
confirmation hearing to be held on Aug. 10, 2015, and the
confirmation objection deadline on July 8.

A full-text copy of the Second Supplement Disclosure Statement
dated Feb. 9, 2015, is available at
http://bankrupt.com/misc/FLINTKOTEds0209.pdf

                    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.


FOREST OIL: Vanguard Reports Less Than 1% Stake as of Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, The Vanguard Group disclosed that as of
Dec. 31, 2014, it beneficially owned 1,059,408 shares of common
stock of Forest Oil Corp representing .53 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/TtQOLF

                          About Forest Oil

Forest Oil is an independent oil and gas company engaged in the
acquisition, exploration, development, and production of oil,
natural gas, and natural gas liquids ("NGLs") primarily in North
America.

Ernst & Young LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent accounting firm noted
that the Company has determined that it expects to fail a
financial covenant in its Credit Facility sometime prior to the
end of 2014, which could result in the acceleration of all
borrowings thereunder and the Company's senior unsecured notes due
2019 and 2020.  This raises substantial doubt about the Company's
ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2014, the Company had
$927 million in total assets, $1.07 billion in total
liabilities and a $148 million total shareholders' deficit.

                            *    *    *

As reported by the TCR on Aug. 25, 2014, Standard & Poor's Ratings
Services said that its 'B-' corporate credit rating and its other
ratings on Denver-based Forest Oil Corp. remain on CreditWatch
with positive implications, pending the close of a merger
transaction with Sabine Oil & Gas LLC.


FOUNDATION HEALTHCARE: Further Amends 3MM Units Prospectus
----------------------------------------------------------
Foundation Healthcare, Inc., amended its registration statement
with the U.S. Securities and Exchange Commission relating to
the sale of 3,000,000 units at a price per Unit of $[   ], with
each Unit consisting of one share of the Company's common stock and
one warrant to purchase 0.5 of one share of the Company's common
stock at an exercise price of $[   ] per Warrant Share.
The Company amended the Registration Statement to delay its
effective date.

Eighty-five percent of the Shares included in the Units and of the
Warrant Shares acquirable upon exercise of the Warrants will be
newly issued shares of the Company's common stock offered by the
Company and 15% will be existing shares of its common stock offered
by the selling stockholders.  The Company will not receive any of
the proceeds from the sale of the Shares or Warrant Shares
acquirable upon exercise of the Warrants being sold by the selling
stockholders.  The Warrants will expire in 2018, three years from
the date of the issuance.  The Shares and the Warrants are
immediately separable and will be issued separately.  No fractional
Warrants will be issued.

The Company's common stock is quoted on the OTCQB marketplace under
the symbol "FDNHD" until approximately Feb. 6, 2015, as the result
of the Company's Reverse Split.  Beginning on or around Feb. 9,
2015, the Company's common stock will resume trading on the OTCQB
marketplace under the symbol "FDNH."  On Jan. 8, 2015, the Company
effected a 1-for-10 reverse stock split of the Company's
outstanding common stock.  The last reported sale price of the
Company's common stock on the OTCQB on Feb. 5, 2015, was $4.00 per
share.  There is no established public trading market for the
Warrants, and the Company does not expect a market to develop.  In
addition, the Company does not intend to apply for listing of the
Warrants on any national securities exchange or other nationally
recognized trading system.

A full-text copy of the Form S-1/A is available for free at:

                        http://is.gd/IxBUpr

                    About Foundation Healthcare

Oklahoma-based Foundation Healthcare is a healthcare services
company primarily focused on owning controlling interests in
surgical hospitals and the inclusion of ancillary service lines.
The Company currently owns controlling and noncontrolling
interests in surgical hospitals located in Texas.  The Company
also owns noncontrolling interests in ambulatory surgery centers
("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey,
Maryland and Ohio.

Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals.  The Company provides management services to a majority
of its Affiliates under the terms of various management
agreements.  Prior to Dec. 2, 2013, the Company's name was
Graymark Healthcare, Inc.

Foundation Healthcare reported a net loss attributable to
Foundation Healthcare common stock of $20.4 million on $93.1
million of revenues for the year ended Dec. 31, 2013, as compared
with net income attributable to Foundation Healthcare common stock
of $2.45 million on $53 million of revenues in 2012.

Hein & Associates LLP, in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company had insufficient working capital as of Dec. 31,
2013, to fund anticipated working capital needs over the next
twelve months.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


FREEDOM INDUSTRIES: March 3 Hearing on Outcome of Spill Case
------------------------------------------------------------
U.S. Bankruptcy Judge Ronald Pearson in West Virginia will convene
a hearing on March 3 and invited professionals of Freedom
Industries Inc., environmental regulators, the U.S. Trustee and
spill claimants to weigh in on what should happen to the little
that remains of the company, given the company doesn't have enough
cash to pay claims, Peg Brickley, writing for Daily Bankruptcy
Review, reported.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Judge Pearson said Freedom Industries, whose
leaking chemical tank rendered much of West Virginia's water
undrinkable last year,
doesn't have enough cash to pay professional expenses of the
Chapter 11 effort and the $200 million in spill damage claims filed
by 3,800 individuals and businesses dwarfs the $7 million owing to
trade suppliers.

The Bloomberg report related that, in terms of assets, Freedom had
$1.5 million in cash remaining while facing claims of $3.2 million
for unpaid professional fees, although it is yet to collect about
$3.2 million from an insurance policy.

The Bloomberg bankruptcy columnists pointed out that without saying
so directly, Judge Pearson might be expecting someone will file a
motion for conversion of the case to Chapter 7 as converting the
case to Chapter 7 would solve the distribution problem because
expenses of the Chapter 7 trustee in finishing the case would take
precedence over Chapter 11 costs.

                      About Freedom Industries

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

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

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

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

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

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

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


GENERAL MOTORS: Frets Buyback Would Freeze Credit Rating
--------------------------------------------------------
Christina Rogers and Mike Spector, writing for The Wall Street
Journal, reported that General Motors Co. is weighing the potential
impact on its investment grade credit rating of a large stock
repurchase proposed by activist investor Harry Wilson and four
hedge funds.

The Troubled Company Reporter, on Feb. 11, 2015, reported that a
group of hedge funds and Mr. Wilson, a former member of the Obama
administration's auto task force, is seeking changes at General
Motors by endorsing a proposal to compel the company to buy back no
less than $8 billion worth of shares by next year.

The Journal pointed out that two ratings firms has indicated the
proposed buyback could hurt GM's current credit rating, which is
one notch above junk grade.  The two left open the possibility of
downgrades or refusing to upgrade its rating depending on the
outcome of discussions with Mr. Wilson, the Journal said.

Mr. Wilson is backed by David Tepper of Appaloosa Management, Kyle
Bass of Hayman Capital Management, HG Vora and Taconic Capital.

                       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.


GENWORTH HOLDINGS: Moody's Lowers Sr. Unsecured Debt Rating to Ba1
------------------------------------------------------------------
Moody's Investors Service has downgraded the credit ratings of
Genworth Holdings, Inc. (Genworth: senior debt to Ba1 from Baa3)
and the insurance financial strength ratings of its life insurance
subsidiaries to Baa1 from A3 following the announcement of
approximately $494 million in after-tax charges related to its
long-term care (LTC) business and the further impairment of the
remaining goodwill of the entire US Life segment. The bulk of the
charges were the result of the company's review of the assumptions
and methodology refinement related to its LTC active life reserves.
The outlook on Genworth's ratings is negative. These actions
conclude the review for downgrade of Genworth's ratings initiated
on November 6, 2014.

The ratings on Genworth's Australian and U.S. mortgage insurance
businesses as well as Genworth Seguros de Credito a la Vivienda are
not affected by this rating action.

Ratings Rationale

Commenting on the downgrade of Genworth Holdings and its life
insurance subsidiaries, Moody's Senior Vice President, Scott
Robinson, said: "While the company has taken a number of prudent
steps to protect its capital position and maintains meaningful LTC
accounting reserve margins, Moody's believe it remains highly
concentrated in the LTC business and exposed to further
deterioration in its legacy block. The company is largely reliant
on the continued approvals of rate increases by state regulators to
mitigate the financial impact of further adverse experience." The
rating agency said that the GAAP active life reserves totaled
approximately $16 billion at year-end 2014, and noted that because
of the very large size of the inforce business, even small reserve
assumption changes can cause material changes in the embedded
margins of the business and negatively impact earnings and
capital.

Moody's commented that over the past several years, the company has
struggled to generate a consistent level of life insurance sales,
without which the company will become further concentrated in LTC,
weakening the company's risk profile and franchise. In addition,
the Q4 2014 goodwill impairment (down to zero) related to both the
traditional life insurance and long-term care businesses, also
indicates weaknesses within those businesses. While Genworth
maintains strong liquidity at its holding company and does not need
to rely on its life subsidiary dividends to service debt for at
least the next several years, further credit deterioration at the
life operations would have a longer-term adverse impact on
creditors, supporting the negative outlook.

Commenting on Genworth's strengths, Moody's noted the company's
pressured, but historically competitive positions in income and
protection products, good quality investment portfolio, and solid
capital. In addition, management has taken proactive steps to raise
capital and address upcoming debt maturities, with the next
maturity of $300 million not due until December 2016. As an
organization, Genworth has diversified earnings, a strong
international mortgage insurance franchise, good brand name
recognition, and multiple distribution channels. However, the
company is challenged by the concentration and heightened risk
profile of its legacy LTC business and the weakened dividend
flexibility at its life companies.

Rating Drivers

Rating Drivers -- US life insurance operating subsidiaries

Moody's stated that given the negative outlook on the company, an
upgrade over the near term is unlikely. However, the following
could change the outlook back to stable: 1) significant LTC rate
approvals and/or other actions that help grow margins in the legacy
LTC book of business; or 2) progress in improving profitable life
insurance sales. Conversely, factors that could cause downward
pressure include: 1) Further deterioration of the margins on LTC
reserves, increasing the probability of a material reserve charge
in the future; 2) denial of LTC rate approvals by regulators,
pressuring reserve adequacy of legacy LTC business; or 3) a lack of
progress in improving life insurance sales.

Rating Drivers -- Holding company

Given the holding company has a negative outlook, an upgrade over
the near term is unlikely. However, the following could cause the
outlook to be changed to stable: a return to stable outlook for
Genworth's life insurance subsidiaries. Conversely, a downgrade of
the U.S. life insurance subsidiaries could result in a downgrade of
the holding company's ratings.

The following ratings were downgraded with a negative outlook:

Genworth Holdings, Inc.: senior unsecured to Ba1 from Baa3, junior
subordinate to Ba2 (hyb) from Ba1 (hyb), backed senior unsecured to
Ba1 from Baa3, provisional senior unsecured shelf to (P)Ba1 from
(P)Baa3, provisional subordinate shelf to (P) Ba2 from (P)Ba1, and
provisional preferred shelf to (P)Ba3 from (P)Ba2.

Genworth Life Insurance Company: insurance financial strength
rating to Baa1 from A3.

Genworth Life Insurance Company of New York: insurance financial
strength to Baa1 from A3.

Genworth Life and Annuity Insurance Company: insurance financial
strength to Baa1 from A3.

Genworth Global Funding Trusts: funding agreement-backed senior
secured MTN program to (P)Baa1 from (P)A3 and notes to Baa1 from
A3

General Repackaging ACES SPC 2007-2, -3, -7: funding
agreement-backed senior secured notes to Baa1 from A3

Genworth Holdings is the intermediate holding company of Genworth
Financial, Inc., an insurance and financial services holding
company headquartered in Richmond, Virginia. The group reported a
net loss of $1.2 billion for 2014 and reported consolidated assets
of approximately $111 billion at year-end.

The methodologies used in these ratings were Global Life Insurers
published in August 2014, and Moody's Global Methodology for Rating
Mortgage Insurers published in December 2012.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.



GLIMCHER REALTY: Moody's Raises Preferred Stock Rating to Ba1
-------------------------------------------------------------
Moody's Investors Service has upgraded Glimcher Realty's preferred
stock rating to Ba1 from B1 following Washington Prime Group's
('WPG', Issuer rating Baa2, Negative outlook) recently closed
acquisition of Glimcher Realty. The negative outlook reflects
expected pressure on WPG's leverage metrics following the Glimcher
acquisition. This action concludes Moody's review of Glimcher
Realty commenced on September 16, 2014.

The following rating was upgraded with a negative outlook

  Glimcher Realty Trust : preferred stock to Ba1 from B1

Ratings Rationale

Following WPG's acquisition of Glimcher Realty Trust, the preferred
stock issued by Glimcher has become a liability of WPG. The Ba1
preferred stock rating reflects Moody's notching convention for
REITs that are rated Ba2 or higher but do not have the standard
REIT credit covenants that i)limit debt capacity relative to assets
and ii) maintain minimum levels of unencumbered assets and fixed
charge coverage.

With the Glimcher acquisition, WPG's portfolio grew from $5.6
billion at 3Q2014 to about $8.5 billion. Portfolio quality has
improved as the Glimcher portfolio has better properties than WPG's
mall assets and the occupancy levels are also stronger. Moody's
also expects that WPG's usage of Simon Property Group's property
management and other services will decline meaningfully as Glimcher
has a well-established operating platform.

Given the initial financing arrangement adopted for the
acquisition, WPG's net debt/EBITDA and secured leverage are
currently elevated, hence Moody's has a negative outlook for WPG's
ratings. Moody's is monitoring the REIT's ability to de-lever and
bring other key credit metrics to levels commensurate with its
existing rating category.

Moody's does not expect to upgrade WPG over the intermediate term
given it has just undertaken a large and initially highly leveraged
transaction. The WPG ratings could be downgraded if the REIT is not
able to reduce net debt/EBITDA down to about 6x. Lack of
improvement in secured leverage, fixed charge coverage falling
below 3x and integration and financing challenges are some other
factors that could cause a downgrade.

Washington Prime Group (NYSE: WPG) is a retail REIT that owns and
manages 119 mall and shopping centers assets.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.



GLOBALSTAR INC: Columbia Wanger No Longer a 5% Shareholder
----------------------------------------------------------
Columbia Wanger Asset Management, LLC, disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that as of
Feb. 10, 2015, it has ceased to be the beneficial owner of more
than five percent of the Company's common shares.  A copy of the
Schedule 13G/A is available for free at http://is.gd/lUII0j

                       About Globalstar, Inc.

Globalstar is a leading provider of mobile satellite voice and
data services.  Globalstar offers these services to commercial and
recreational users in more than 120 countries around the world.
The company's products include mobile and fixed satellite
telephones, simplex and duplex satellite data modems and flexible
service packages.  Many land based and maritime industries benefit
from Globalstar with increased productivity from remote areas
beyond cellular and landline service.  Globalstar customer
segments include: oil and gas, government, mining, forestry,
commercial fishing, utilities, military, transportation, heavy
construction, emergency preparedness, and business continuity as
well as individual recreational users.  Globalstar data solutions
are ideal for various asset and personal tracking, data monitoring
and SCADA applications.

Globalstar reported a net loss of $591.11 million in 2013, a net
loss of $112 million in 2012 and a net loss of $54.9 million
in 2011.

As of Sept. 30, 2014, the Company had $1.31 billion in total
assets, $1.33 billion in total liabilities and a $14.5 million
total stockholders' deficit.


GLYECO INC: Announces Shareholder Update Letter
-----------------------------------------------
Sustainable glycol technologies leader GlyEco, Inc., issued a
shareholder update letter from its Chairman Emeritus, John Lorenz.

Dear GlyEco Shareholders,

Our recently announced management transition is based on our goals
to set the company on a long-term path to success.  GlyEco has a
great deal of potential and opportunity, and as a team, we have
accomplished something that has never been done before.  Our
technology provides a viable, sustainable option for recycling a
hazardous waste, and through years of hard work, we have created
the world's largest independent glycol recycling network with
multi-regional reach, key client partnerships, talented employees,
unique technology assets, and effective financial partnerships.  I
remain committed to accelerating our business and product strategy
as we turn the corner into increased production and revenue
generation during 2015 and beyond.

We have accomplished great things in a short period of time.  After
more than a decade of development, we entered a period of rapid
achievements that began with our becoming a publicly-traded company
in November 2011.  This was followed by a successful capital
raising initiative that fueled the acquisition of our seven
processing centers.

Using equity and approximately $2.8 million in cash, we acquired
$3.6 million in equipment and $4.7 million in intangible assets. In
the process, we built a team of talented and hardworking general
managers who are invested in the success of our operations and
deployment of our technology.

Our first phase of plant upgrades was successfully completed in
only 18 months.  The upgrades dramatically increased our overall
processing capacity, in some markets by multiples of more than
400%, and we significantly improved the quality and value of the
material we produce.  We are beginning to realize results from
these capital improvements.  Six of our seven processing centers
are cash flow positive and showing significant revenue increases.
In some markets, our sales volume has tripled.  As we continue to
expand our service offering to customers beyond the automotive
industry, I believe this growth will continue.

Our success has also come with challenges.  At our New Jersey
processing center, we overcame significant obstacles, including a
hurricane and severe blizzards, to complete our first phase of
upgrades.  In meeting those challenges, we realized several major
milestones.  We implemented our patented-pending technology,
increased equipment value by 267%, and increased our processing
capacity more than 500%.  We became the first company anywhere in
the world to produce T1 refinery-grade recycled glycol from
multiple types of waste, and we were granted a Class D Recyclable
Materials Permit from the New Jersey Department of Environmental
Protection.  Demand for T1 recycled material continues to exceed
our production capacity, and we are making progress in our effort
to increase supplies in order to better serve our customers.

We've invested approximately $8.6 million to increase our
processing capacity and improve our infrastructure, an investment
which will pay off in increased production and revenue in 2015 and
for many years to come.  With this foundation in place, our focus
is now firmly directed at market expansion and continued ramping of
production.

We are already seeing results from this shift in focus and continue
to receive very favorable response from customers.  During 2013, we
implemented systems to expand our geographic reach, quadrupling our
service area in some territories.  We successfully began
penetrating new markets, including polyester manufacturers, HVAC
service groups, and medical sterilization providers, and we
expanded our geographic reach by successfully entering the
highly-regulated Canadian market.  The stage for further
international expansion has been set, strengthened by formal
relationships with key strategic partners, including Haldor Topsoe,
a world-leading catalysis and process technology firm based in
Denmark.

We have created a solid platform for the company's growth going
forward.  It is with that growth objective in mind that we pass the
leadership of the company on to a new generation of management.
Key to this transition phase is David Ide, who has earned my
respect and confidence over the past eighteen months. The company
is in a great position to continue to lead the evolution of
sustainable glycol use, and David will lead the company while the
board conducts a formal search for my successor.
  
With the corporate structure we've established, the strategy we've
devised, the outstanding talent we have, and the unique
technologies we have created, we are situated to deliver
exceptional growth and value for both our customers and
shareholders.  I believe GlyEco's brightest days are ahead, and I
look forward to contributing to its growth and success in my new
role.

Sincerely,

John Lorenz

Chairman Emeritus, GlyEco

                         About GlyEco, Inc.

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

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

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

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


GT ADVANCED: Fails in 2nd Attempt at Executive Bonuses
------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Henry J. Boroff in New
Hampshire rejected a redoubled effort by GT Advanced Technologies
Inc. and the Official Committee of Unsecured Creditors to push
through employee bonuses in hopes of retaining top executives,
saying the company failed to explain why he should reconsider his
earlier decision.

BankruptcyData reported that GT Advanced and the Creditors'
Committee filed a joint motion for reconsideration of the order
denying the Debtors' key employee incentive plan and key employee
retention plan.

Judge Boroff previously denied approval of the KEIP and KERP,
which, among other things, propose to provide incentive bonuses for
nine senior executives and retention bonuses for 28 non-executive
employees.  The company proposed paying $2.28 million in incentive
bonuses if performance hit set targets, while the retention program
could have cost about $1.4 million, Bill Rochelle and Sherri Toub,
bankruptcy columnists for Bloomberg News, reported.

The U.S. Trustee opposed both programs, pointing out that 80
percent of the GT Advanced workforce had been fired and that losses
over its first two months in Chapter 11 exceeded $100 million, the
Bloomberg report said.

According to BData, in the reconsideration motion, the Debtors and
the Committee explains, "The Parties therefore respectfully file
this Motion for Reconsideration and request reconsideration of the
Order for three reasons. First, the Court erred in substituting its
own judgment for the factually uncontroverted reasonable business
judgment of the Debtors when the Court denied both the Modified
KERP and the Modified KEIP. The evidence presented at the Hearing
demonstrated that the Debtors, through the Restructuring Committee,
exercised reasonable business judgment in approving the Modified
KERP and Modified KEIP, which were supported by the Creditors
Committee. Second, the Parties submit that the Court erred by
applying a heightened legal standard under section 503(c)(1) in
determining that the Modified KEIP is a disguised retention plan
despite uncontroverted evidence that the Debtors, in consultation
with their creditors, have constructed a plan whose primary purpose
is to incentivize performance and maximize value for all
stakeholders. The Modified KEIP is primarily designed to
incentivize the Senior Management Employees for the benefit of
creditors by rewarding those employees in connection with the
preservation and enlargement of the value of GTAT's business to the
direct benefit of its creditor constituencies. The Court's
conclusion that the Modified KEIP is a disguised retention plan
because it has the collateral effect of being retentive despite
having the primary purpose of incentivizing performance would have
the unintended effect of making key employee incentive plans per se
impermissible. If the Bankruptcy Code forbade any resulting element
of retention, no matter how incidental to compensation, then the
Parties find it difficult to envision how any KEIP could ever be
approved regardless of how thoughtfully it was constructed and how
much creditor support it had garnered. Third, GTAT expects to
submit new evidence prior to or at a hearing on this Motion for
Reconsideration."

                  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: US Trustee Protests Employment of PwC as Tax Advisor
-----------------------------------------------------------------
William K. Harrington, the United States Trustee for Region 1,
objected to the motion to employ PricewaterhouseCoopers LLP as
accounting and tax advisor proposed by GT Advanced Technologies,
Inc. and its debtor-affiliates filed in the U.S. Bankruptcy Court
for the District of Hampshire.

The United States Trustee objected to the Debtors' application to
retain the firm because the accounting firm is not disinterested
given its receipt of transfers made by the Debtors totaling
$839,967, of which $404,165 appears to preferential, on the eve of
the Debtors' chapter 11 filing.  Because of the estates' potential
claims against the firm, the firm is not disinterested and the
Debtors' application must be denied, the United States Trustee
noted.

A full-text copy of the United States Trustee' objection is
available for free at http://is.gd/8wKLpV

                  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.


HALCON RESOURCES: Franklin Resources Reports 4.9% Stake at Dec. 31
------------------------------------------------------------------
Franklin Resources, Inc., Charles B. Johnson and Rupert H. Johnson,
Jr., disclosed in a regulatory filing with the U.S. Securities and
Exchange Commission that as of Dec. 31, 2014, they beneficially
owned 22,145,056 shares of common stock of
Halcon Resources Corporation representing 4.98 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/AUjtK7

                       About Halcon Resources

Halcon Resources Corporation acquires, produces, explores and
develops onshore liquids-rich assets in the United States.  This
independent energy company operates in the Bakken/Three Forks, El
Halcon and Tuscaloosa Marine Shale formations.

As of Sept. 30, 2014, Halcon Resources had $5.93 billion in total
assets, $3.59 billion in total liabilities, $110.70 million in
redeemable noncontrolling interest, and $1.51 billion in total
stockholders' equity.

                          *     *      *

As reported by the TCR on Jan. 27, 2015, Moody's Investors Service
downgraded Halcon Resources Corporation's Corporate Family Rating
(CFR) to Caa1 from B3 and the Probability of Default Rating to
Caa1-PD from B3-PD.  The downgrade reflects growing risk for
Halcon's business profile because of high financial leverage and
limited liquidity as its existing hedges roll-off and stop
contributing to its borrowing base over the next 12-18 months.

In the June 30, 2014, Standard & Poor's Ratings Services affirmed
all its ratings, including its 'B' corporate credit rating, on
Houston-based Halcon Resources Corp.


HEALTHWAREHOUSE.COM: Karen Singer Reports 5.8% Stake as Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Karen Singer disclosed that as of Dec. 31,
2014, she beneficially owned 2,313,104 shares of common stock of
HealthWarehouse.com, Inc., representing 5.8 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/mA1e6i

                    About HealthWarehouse.com

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

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern, the auditors said.

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

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

                        Bankruptcy Warning

"The Company recognizes it will need to raise additional capital
in order to meet its payment obligations... and execute its
business plan.  There is no assurance that additional financing
will be available when needed or that management will be able to
obtain financing on terms acceptable to the Company and whether
the Company will become profitable and generate positive operating
cash flow.  If the Company is unable to raise sufficient
additional funds, it will have to develop and implement a plan to
further extend payables, attempt to extend note repayments,
attempt to negotiate the preferred stock redemption and reduce
overhead until sufficient additional capital is raised to support
further operations.  There can be no assurance that such a plan
will be successful.  If the Company is unable to obtain financing
on a timely basis, the Company could be forced to sell its assets,
discontinue its operation and /or seek reorganization under the
U.S. bankruptcy code," the Company stated in its quarterly report
for the period ended Sept. 30, 2014.


HERCULES OFFSHORE: Vanguard Reports 4.5% Stake as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, The Vanguard Group reported that as of
Dec. 31, 2014, it beneficially owned 7,215,526 shares of common
stock of Hercules Offshore Inc. representing 4.48 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/6QOe1s

                      About Hercules Offshore

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

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

                           *     *     *

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

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


HGIM CORP: Moody's Lowers Corporate Family Rating to B1
-------------------------------------------------------
Moody's Investors Service, downgraded HGIM Corp.'s (Harvey Gulf) B1
Corporate Family Rating (CFR) to B2 with a negative outlook to
reflect the weakening market for offshore supply vessels in the
Gulf of Mexico and the company's significant capital commitments
for vessels under construction. The downgrade also affected the
company's senior secured debt rating which was also downgraded by
one notch to B2 as was the Probability of Default, which was
downgraded to B3-PD from B2-PD. A Speculative Grade Liquidity
Rating of SGL-4 was assigned. The weak liquidity rating reflects
the need to borrow to finance the construction of new vessels in
the face of a likely covenant violation in the second half of
2015.

"Despite Harvey Gulf's high quality fleet, Moody's are concerned
about the company's capital program in light of the softening
demand for offshore supply vessels over the next two years," said
Stuart Miller, Moody's Vice President and Senior Credit Officer.
"It is easy to envision leverage rising to 7.0x or more in the
second half of 2015 which will limit financial flexibility and
violate the maintenance covenants in the company's senior secured
credit facility."

Downgrades:

Issuer: HGIM CORP.

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

  Corporate Family Rating, Downgraded to B2 from B1

  Senior Secured Bank Credit Facility (Local Currency), Downgraded
to B2,
  LGD3 from B1, LGD3

Assignments:

Issuer: HGIM CORP.

  Speculative Grade Liquidity Rating, Assigned SGL-4

Outlook Actions:

Issuer: HGIM CORP.

Outlook, Changed To Negative From Stable

Ratings Rationale

The B2 CFR reflects Harvey's modest size, high leverage, and
exposure to a highly cyclical industry. The company has 52 offshore
supply vessels in its fleet, but has plans to expand to 62 vessels
by the end of 2016. The vessels are contracted to oil and natural
gas companies mostly operating in the US GOM under short term
leases -- its newer, more sophisticated vessels are able to capture
three to five year contracts. The recent downturn in oil prices is
expected to have a negative impact on the company's dayrates and
utilization rates in 2015 and 2016. Offsetting its high quality
fleet, the declining earnings power of the assets, coupled with the
capital commitments for the vessels under construction, will likely
push Harvey Gulf's leverage over 7.0x in the second half of 2015.
This would result in a covenant violation if the company is not
granted a waiver from its lenders.

At the end of 2014, the company reported revenue backlog of $926
million and EBITDA backlog of $590MM. However, over 30% of the
revenue backlog will roll off in 2015 leaving the company highly
exposed to market conditions in 2016 and beyond. Moody's forecasts
a need to borrow about $185 million in 2015 to fund roughly $45
million in maintenance capital expenditures and $230 million of
newbuild capital expenditures. This amount of borrowing will move
outstanding debt up to $1.2 billion. At the same time, Moody's
forecasts that 2014 EBITDA of an estimated $208 million, will fall
to $175 million for 2015 as a result of market conditions and in
spite of the addition of four new vessels to the fleet. The
resulting leverage of 7.1x will further pressure the B2 debt
ratings and could lead to a downgrade unless there is good
visibility to an improving market in 2016 with a corresponding
reduction in leverage.

Harvey Gulf has a weak liquidity profile as a result of its
significant capital expenditures commitments related to its
newbuild program, and therefore a high reliance on maintaining
access to its $300 million revolving credit facility. Moody's
forecasts a need to borrow $185 million in 2015. The increase in
debt would push leverage above the maximum leverage ratio permitted
in the credit facility. Secondary sources of liquidity are limited
as all of the company's assets are pledged to the lenders and any
asset sale would likely be required to reduce debt. Moody's does
not expect the owner's of the company to provide additional equity
injections which could be an alternative to alleviate Harvey Gulf's
weak liquidity position.

Harvey Gulf's term loan A, term loan B, and revolving credit
facility are all rated B2. The credit facilities benefit from a
first lien on substantially all of the company's assets and
comprise the vast majority of the debt in the company's capital
structure, and are thus rated in line with the company's CFR. A
higher than normal family recovery rate of 65% has been utilized to
recognize the single class of debt in the company's capital
structure and an appraised value for the mortgaged vessels that
exceeds the total amount of debt.

Harvey Gulf's negative outlook reflects the weak liquidity position
and apparent need to have a leverage covenant waiver in the next 12
months. If progress is not made by the end of June 2015 to address
its liquidity position, a downgrade is possible. The outlook could
be stabilized if a waiver is granted or other steps are taken to
avoid a covenant default. In addition to the need to address its
potential covenant violation, a downgrade will be considered if
leverage is expected to remain above 6.0x through 2016 and into
2017. An upgrade is unlikely through 2016. Once the company begins
to generate free cash flow after capital expenditures and leverage
falls below 5.0x, an upgrade may be considered. The earliest these
two conditions could be met is likely late in 2017.

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



HILTON WORLDWIDE: S&P Raises CCR to 'BB' on Sustained Deleveraging
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hilton Worldwide Holdings Inc. to 'BB' from
'BB-'.  The rating outlook is positive.

In addition, S&P raised its issue-level rating on Hilton Worldwide
Finance LLC's senior secured credit facilities one notch to 'BBB-'
from 'BB+', in accordance with S&P's notching criteria.  The
recovery rating on the facilities remains '1', reflecting S&P's
expectation for very high recovery (90% to 100%) for lenders in the
event of a payment default.  Also, S&P raised its issue-level
rating on the company's senior notes one notch to 'B+' from 'B'.
The recovery rating on the debt remains '6', indicating S&P's
expectation for negligible recovery (0%-10%) in the event of a
payment default.

"The upgrade reflects our expectations for good RevPAR growth and
operating performance at Hilton through 2016, and for Hilton to
continue to reduce its high leverage over time using free cash flow
for debt repayment," said Standard & Poor's credit analyst Emile
Courtney.

S&P believes strong transient and group demand, limited lodging
supply growth in the U.S., and Hilton's success growing rooms in
its global hotel system led to low-teens percentage EBITDA growth
in 2014 (in line with S&P's base-case forecast), and will lead to
high-single-digit EBITDA growth in 2015 and mid-single-digit EBITDA
growth in 2016.  Hilton continues to add rooms to its system with
minimal capital, and S&P believes the company was successful in
achieving its stated voluntary debt prepayment range of $800
million to $1 billion in 2014.  S&P also expects Hilton will
continue to repay debt at similar levels in 2015, and this,
combined with EBITDA growth, should enable Hilton to sustain total
lease, joint venture, and captive finance adjusted debt to EBITDA
below 6x over the lodging cycle.

In addition, Hilton announced this morning it has closed the sale
of the Waldorf Astoria New York for $1.95 billion and is
redeploying the proceeds as part of a tax efficient like-kind
exchange to acquire five hotels for $1.76 billion (including $450
million of assumed debt).  The acquired hotels generate roughly
twice the level of EBITDA compared to the Waldorf Astoria New York,
modestly contributing to Hilton's deleveraging path. Included in
S&P's debt assumption in 2015 is the repayment of the $525 million
Waldorf Astoria New York mortgage with the asset sale proceeds.
Because Hilton will use the proceeds from the sale of the Waldorf
Astoria New York to buy hotels, the company's exposure to its
sizable owned and leased hotel portfolio is not reduced.

The positive rating outlook reflects S&P's expectations for good
revenue per available room (RevPAR) growth and operating
performance at Hilton through 2016, and for Hilton to continue to
reduce its high leverage over time using free cash flow for debt
repayment.  Once S&P is confident Hilton can sustain total adjusted
debt to EBITDA below 5x over the lodging cycle, S&P could raise the
rating one notch.

S&P could revise the outlook to stable or lower the ratings one
notch in the event that Hilton's operating performance
significantly underperforms S&P's expectations and its total
adjusted debt-to-EBITDA ratio remains above 6x.  While unlikely
through 2016, this could occur following an unexpected global
economic downturn that meaningfully impairs RevPAR and EBITDA.



HOVNANIAN ENTERPRISES: Vanguard Reports 5.2% Stake as of Dec. 31
----------------------------------------------------------------
The Vanguard Group disclosed in an amended Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of Dec. 31,
2014, it beneficially owned 6,818,615 shares of common stock of
Hovnanian Enterprises Inc. representing 5.20 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/ZfIP1f

                     About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

As of Oct. 31, 2014, the Company had $2.28 billion in total
assets, $2.40 billion in total liabilities and a $118 million
in total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 25, 2013,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.

In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded
the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-'
from 'CCC'.  The upgrade and the Stable Outlook reflects HOV's
operating performance year-to-date (YTD), adequate liquidity
position, and moderately better prospects for the housing sector
during the remainder of this year and in 2014.

The TCR reported on Jan. 9, 2014, that Moody's Investors Service
raised the Corporate Family Rating of Hovnanian Enterprises, Inc.,
to B3 from Caa1.  The upgrade of the Corporate Family Rating to B3
reflects Hovnanian's improved financial performance including
improvement in interest coverage to slightly above 1x and finally
turning net income positive for the fiscal year 2013.


IMPLANT SCIENCES: Appoints Robert Liscouski as EVP
--------------------------------------------------
Implant Sciences Corporation appointed Robert Liscouski into the
newly created position of executive vice president.  Mr. Liscouski
will manage and drive the company's business strategy, business
development and branding efforts.  Mr. Liscouski will report to Dr.
William McGann, chief executive officer.  Mr. Liscouski will
continue to serve on the Company's Board of Directors.  

"I am excited to have this opportunity to help define the future
state of Implant Sciences and the implementation path for achieving
it.  Implant Sciences has been a leader in developing innovative
capabilities, tools and solutions to counter the evolving terrorism
threats and help law enforcement in their efforts against the
illicit distribution of drugs and narcotics. Implant Sciences has
built a solid team and foundation of technology and capabilities
that enabled the company's QS-B220 system to achieve TSA
Certification and a contract with the TSA," stated Mr. Liscouski.

Mr. Liscouski continued, "Based on those accomplishments and the
commitment of solid financial backing, we look forward to expanding
our sales into new markets across the United States and
internationally.  In our modern world, terrorists are constantly
innovating and looking for new and non-traditional ways to exploit
our vulnerabilities.  Improvised Explosive Devices have become the
terrorist's weapon of choice throughout the world.  Our innovation
is focused on delivering the best technology to counter these
threats.  This is our Company's mission and I am proud to be taking
on this role."

"Bob's experience and abilities to drive market strategy and
facilitate business growth, combined with his knowledge and
experience in Homeland Security, make him a key asset to our
Company," said Dr. William McGann, CEO of Implant Sciences.  "With
his core strengths and leadership, he will provide the essential
added resources needed to further the goals of Implant Sciences."

Mr. Liscouski is a recognized international security and
counterterrorism expert with more than 30 years of experience as a
senior government official, business leader, entrepreneur, special
agent and law enforcement officer.  In 2003, he was appointed by
President George W. Bush as the first Assistant Secretary for
Infrastructure Protection at the U.S. Department of Homeland
Security.  There he worked closely with the White House and other
federal agencies to design, develop and implement the framework to
protect the nation's critical physical and cyber infrastructure
following 9/11.  Later Mr. Liscouski founded a strategic advisory
firm specializing in technology start-ups in the homeland security
area.  Early in his career, Mr. Liscouski worked in local law
enforcement as a homicide and undercover investigator and special
agent for the Diplomatic Security Service before joining a Fortune
100 company to develop security systems to protect information
technology and intellectual property.  He has been on the Implant
Sciences Board of Directors since 2009 and is a frequent
contributor to CNN, Fox News, and other business and security
media.

Mr. Liscouski holds a B.S. degree in Criminal Justice from John Jay
College of Criminal Justice and a Master of Public Administration
degree from the Kennedy School of Government, Harvard University.

Mr. Liscouski's employment agreement is currently being negotiated
with the Company.

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

For the fiscal year ended June 30, 2014, the Company reported a
net loss of $21.01 million on $8.55 million of revenues compared
to a net loss of $27.3 million on $12.01 million of revenues
during the prior fiscal year.

As of Sept. 30, 2014, the Company had $5.60 million in total
assets, $70.9 million in total liabilities and a $65.3 million
total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2014.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  As of Sept. 23,
2014, the Company's principal obligation to its primary lenders
was approximately $53.4 million and accrued interest of
approximately $10.2 million.  The Company is required to repay all
borrowings and accrued interest to these lenders on March 31,
2015.  These conditions raise substantial doubt about its ability
to continue as a going concern.

                         Bankruptcy Warning

"Our ability to comply with our debt covenants in the future
depends on our ability to generate sufficient sales and to control
expenses, and will require that we seek additional capital through
private financing sources.  There can be no assurances that we
will achieve our forecasted financial results or that we will be
able to raise additional capital to operate our business.  Any
such failure would have a material adverse impact on our liquidity
and financial condition and could force us to curtail or
discontinue operations entirely.  Further, upon the occurrence of
an event of default under certain provisions of our credit
agreements, we could be required to pay default rate interest
equal to the lesser of 2.5% per month and the maximum applicable
legal rate per annum on the outstanding principal balance
outstanding.  The failure to refinance or otherwise negotiate
further extensions of our obligations to our secured lenders would
have a material adverse impact on our liquidity and financial
condition and could force us to curtail or discontinue operations
entirely and/or file for protection under bankruptcy laws," the
Company stated in its quarterly report for the period ended
Sept. 30, 2014.


ISTAR FINANCIAL: Vanguard Reports 5.73% Stake as of Dec. 31
-----------------------------------------------------------
The Vanguard Group disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that as of Dec. 31, 2014, it
beneficially owned 4,883,209 REIT of Istar Financial representing
5.73 percent of the shares outstanding.  

Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The
Vanguard Group, Inc., is the beneficial owner of 116,884 shares or
.13% of the Common Stock outstanding of the Company as a result of
its serving as investment manager of collective trust accounts.

Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of
The Vanguard Group, Inc., is the beneficial owner of 6,900 shares
or .00% of the Common Stock outstanding of the Company as a result
of its serving as investment manager of Australian investment
offerings.

A copy of the regulatory filing is available for free at:

                         http://is.gd/q9BFqB

                        About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

iStar Financial incurred a net loss allocable to common
shareholders of $156 million in 2013, a net loss allocable to
common shareholders of $273 million in 2012, and a net loss
allocable to common shareholders of $62.4 million in 2011.

As of Sept. 30, 2014, the Company had $5.48 billion in total
assets, $4.20 billion in total liabilities, $11.4 million in
redeemable noncontrolling interests, and $1.26 billion in total
equity.

                            *     *     *

As reported by the TCR on June 26, 2014, Fitch Ratings had
affirmed the Issuer Default Rating (IDR) of iStar Financial
at 'B'.  The 'B' IDR is driven by improvements in the company's
leverage, continued demonstrated access to the capital markets and
new sources of growth capital and material reductions in non-
performing loans (NPLs).

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to 'B2' from 'B3'.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


JOE'S JEANS: Hires Investment Bank Carl Marks
---------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Joe's Jeans Inc. said it has hired investment bank Carl Marks
Advisory Group to explore a sale or restructuring deal to help the
designer jeans company deal with its default on $94 million in
debt.

According to the report, the company also said that it was
postponing a planned earnings call with investors to give its board
of directors more time to "explore strategic and financing
alternatives to resolve the outstanding events of default with its
lenders."

                        About Joe's Jeans

Joe's Jeans Inc. -- http://www.joesjeans.com-- designs, produces  
and sells apparel and apparel-related products to the retail and
premium markets under the Joe's(R) brand and related trademarks.

                          *     *     *

The Troubled Company Reporter, on Nov. 27, 2014, reported that
Joe's Jeans received a letter on November 24, 2014 from The Nasdaq
Stock Market indicating that the Company is not in compliance with
Nasdaq Listing Rule 5550(a)(2) because the closing bid price per
share of its common stock has been below $1.00 per share for 30
consecutive trading days.  The Nasdaq letter was issued in
accordance with standard Nasdaq procedures.  In accordance with
Nasdaq Listing Rule 5810(c)(3)(A), the Company will be provided
with 180 calendar days, or until May 26, 2015, to regain compliance
with the Bid Price Rule.



KB HOME: Fitch Assigns 'B+/RR4' Rating on $250MM Sr. Unsec. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR4' rating to KB Home's (NYSE:
KBH) proposed offering of $250 million of senior unsecured notes
due July 2023.  The new issue will be equal in right of payment
with all other senior unsecured debt.  The company intends to use
the proceeds of this issuance for general corporate purposes,
including land acquisitions and development and/or possible debt
redemption.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The ratings and Outlook for KBH are based on the company's
geographic diversity, customer and product focus, conservative
building practices and effective utilization of return on invested
capital criteria as a key element of its operating model.  The
company did a good job in reducing its inventory exposure and
generating positive operating cash flow during the last severe
industry downturn.  Since its peak in the third quarter of 2006
(3Q'06), homebuilding debt has been reduced from $7.89 billion to
$2.58 billion.  Early in the recovery, KBH was somewhat
conservative in committing to incremental land purchases.  It has
accelerated its spending more recently but should not become
stressed so long as it maintains its minimum return parameters for
real estate that it purchases.  If the economy and housing were to
experience a downturn in 2015 or 2016, KBH has access to the
liquidity to sustain itself, primarily utilizing its current cash
position and revolving credit facility.

The ratings also reflect these events:

   -- The housing recovery continued through 2014 and should
      persist in 2015 and 2016;

   -- KBH is successfully mining the trade-up market and more
      affluent first-time buyers and has been de-emphasizing low-
      end entry-level customers (note the 12.6% increase in
      average sales price in 2014);

   -- The South Edge legal issues and liabilities have been dealt
      with; operating and financial comparisons for the full-year
      2014 were much improved (especially average sales price,
      unit and dollar backlog, gross profit margin, EBITDA and
      homebuilding and corporate pretax profitability) but metrics

      were more challenged in 4Q'14);

   -- The deferred tax asset valuation allowance was largely
      reversed in 4Q'14;

   -- Perhaps most important, the company has been successful in
      refinancing a substantial portion of the $1 billion of debt
      scheduled to mature in 2014 and 2015.  However, the company
      does continue to lag its peers in certain operational and
      financial categories.

The ratings reflect KBH's business model and marketing prowess. The
ratings also take into account its leadership role in constructing
energy-efficient homes, its reemphasis of the value-engineered Open
Series of home designs, its conservative building practices, its
capital structure and the cyclicality of the U.S. housing market.

THE INDUSTRY

Housing metrics grew in 2014 due to more robust economic growth
during the last three quarters of the year (prompted by improved
household net worth, industrial production and consumer spending),
and consequently, acceleration in job growth slowed (as
unemployment rates decreased to 6.2% for 2014 from an average of
7.4% in 2013), despite modestly higher interest rates, as well as
more measured home price inflation.  A combination of tax increases
and spending cuts in 2013 shaved about 1.5 percentage points (pp)
off annual economic growth, according to the Congressional Budget
Office.  Many forecasters estimate the fiscal drag in 2014 was only
about 0.25%.

Single-family starts in 2014 improved 4.9% to 648,000 as
multifamily volume grew 16.4% to 357,800. Thus, total starts in
2014 were 1.006 million.  New home sales increased 1.2% to 435,000,
while existing home volume was off 3.1% to 4.93 million largely due
to fewer distressed homes for sale and limited inventory.

New home price inflation moderated in 2014, at least partially
because of higher interest rates and buyer resistance.  Average
new-home prices rose about 3.5% in 2014, while median home prices
advanced approximately 4.5%.

Housing activity is likely to ratchet up more sharply in 2015 with
the support of a steadily growing, relatively robust economy
throughout the year.  Considerably lower oil prices should restrain
inflation and leave American consumers with more money to spend.
The unemployment rate should continue to move lower (5.8% in 2015).
Credit standards should steadily ease moderately throughout 2015.
Demographics should be more of a positive catalyst.  More of those
younger adults who have been living at home should find jobs and
these 25-35 year olds should provide some incremental elevation to
the rental and starter home markets.

This year single-family starts are forecast to rise about 17.5% to
762,000 as multifamily volume expands about 7% to 383,000.  Total
starts would be in excess of 1.1 million.  New home sales are
projected to increase 18% to 513,000.  Existing home volume is
expected to approximate 5.14 million, up 4.3%.

New home price inflation should further taper off with higher
interest rates and the mix of sales shifting more to first-time
homebuyer product.  Average and median home prices should increase
2.2%-2.7%.

Challenges remain including the potential for higher interest rates
and restrictive credit qualification standards.

IMPROVING FINANCIAL RESULTS AND CREDIT METRICS

KBH's corporate revenues expanded 14.5% to $2.401 billion during
2014.   Homebuilding revenues increased 14.6% to $2.390 billion as
home deliveries edged up 1% to 7,215 and the average selling price
increased 12.6% to $328,400.  Deliveries improved in the Central
(+9%) and Southeast U.S. region (+5.8%) but decreased on the West
Coast (-12.2%) and Southwest (-0.3%).  KBH's efforts to maximize
prices in California affected western delivery (and order)
comparisons.

Housing gross profit grew 23.5% to $429.53 million during 2014 from
$347.78 million for 2013.  Housing gross profit margin (excluding
inventory and land option charges) reflected improvement, growing
181 basis points (bps) to 18.67% during 2014. For 2013, KBH's
housing gross profits included warranty-related charges of $31.96
million for water intrusion-related repairs of homes.

SG&A expenses rose 12.6% in 2014. SG&A expense as a percentage of
homebuilding sales declined from 12.27% to 12.05%.

Homebuilding pretax income (before real estate charges) was $86.40
million, much improved as compared to the $28.18 million pretax
profit realized in 2013.  The Financial Services segment revenues
decreased 7% to $11.31 million, while segment pretax profits of
$8.55 million showed a decline of 16.1%.  Net income was $918.35
million in 2014 versus profit of $39.96 million in 2013.  2014 net
profits benefited from an $825.2 million deferred tax asset
valuation allowance reversal.

Net unit orders and the value of orders expanded 6.2% and 19.6%,
respectively, for 2014.  As of Nov. 30, 2014, unit backlog
increased 13.8% to 2,909 and the backlog average sales price
improved 17.7% to $314,206.  The value of backlog gained 33.9% to
$914.02 million.  Net unit orders were 1,499 quarter-to-date
through Feb. 6, 2015, a 25% increase over the 1,201 net unit orders
reported through Feb. 7 in the first quarter of last year. The net
order value for the 2014 quarter-to-date period rose 26% compared
with last year.  (The company's 2015 fiscal first quarter ends Feb.
28, 2015.)

KBH's most recent credit metrics, while improving, remain stressed.
Debt-to- EBITDA at the end of fiscal 2014 was 10x compared with
11.2x at the end of 2013 and 17.5x at the conclusion of 2012.
EBITDA to interest coverage was 1.5x for fiscal 2014 and 1.4x and
0.7x at fiscal year-end 2013 and 2012, respectively.

LIQUIDITY AND CAPITAL ISSUES

The company ended 4Q'14 with $356.37 million in unrestricted cash
and equivalents and $27.24 million in restricted cash.

KBH has a $200 million senior unsecured revolving credit facility
(RCF) that will mature on March 12, 2016.  The credit facility
contains an uncommitted accordion feature under which its aggregate
principal amount can be increased up to $300 million under certain
conditions and the availability of additional bank commitments.  It
also has a sublimit of $100 million for the issuance of letters of
credit (LOCs), which may be used in combination with or to replace
KBH's LOC facilities.

As of Nov. 30, 2014, there were no cash borrowings or LOC
outstanding under the RCF and KBH had $200 million available for
cash borrowings, and up to $100 million of that amount available
for the issuance of LOCs.

The company maintains LOC facilities with various financial
institutions to obtain LOCs in the ordinary course of operating its
business.  As of Nov. 30, 2014, the company had $26.7 million of
LOCs outstanding under the LOC facilities.

KBH had $2.58 billion of debt outstanding at the end of November
2014.  The company's debt maturities are well-laddered, with about
18% of its senior notes (as of Nov. 30, 2014) maturing through
2017.  Shareholders' equity totaled $1.596 billion at the end of
2014.

The company regularly accesses the capital markets and in 2Q'14 did
a public issuance of $400 million in aggregate principal amount of
4.75% senior notes due 2019, which generated net cash proceeds of
$394.6 million.  KBH also did a public issuance of 7,986,111 shares
of common stock for net cash proceeds of $137 million during the
May quarter.  Proceeds from these offerings were used for general
corporate purposes, including land acquisition and land
development.

HOMEBUILDING

KBH is primarily a single-family homebuilder, and ranked as the
fifth largest homebuilder in the U.S. in 2008 through 2013, based
on home closings.  KBH operates in four regions comprising 10
states serving 40 major markets.  The company delivered its first
homes in California in 1963, Nevada in 1993, Colorado in 1994,
Texas in 1996, Arizona in 1998, Florida in 2001, North Carolina in
2003, and greater Washington D.C. (Maryland/Virginia) in 2005.  At
present, the company is most heavily weighted to the California and
Texas markets.

KBH has typically focused on entry-level home buyers and, to a
lesser extent, on first-step move-up buyers in the U.S.  In 2014,
trade-up buyers and more affluent first-time buyers dominated the
sales mix.  The fiscal 2014 average price was $328,400 for 7,215
homes delivered.  The average price varies considerably by market,
ranging from $223,800 in the Central region to $569,700 on the West
Coast (California) during 4Q'14.  KBH employs what it calls its
KBnxt operational business model.  This strategy includes regular
detailed product preference surveys, primarily acquiring partially
or fully developed and entitled land in markets with high growth
potential.  Construction is generally began only after a purchase
contract has been signed, establishing an even flow of production,
pricing homes to compete with existing homes and using design
centers to customize homes to the preferences of homebuyers.  KBH
strives to be among the top five builders or, in very large
markets, top 10 homebuilders, in order to have access to the best
land and subcontractors.

REAL ESTATE
At the end of 4Q'14, KBH controlled 52,198 lots, a 14.6% decrease
from the end of 2013 and a 73.5% drop from a peak of 197,000 lots
at the end of 1Q'06 (February 2006).  Based on latest 12 month
(LTM) closings, the company controlled 7.2 years of land (up from
5.1 years at the end of 2005); KBH has 5.7 years of owned land. The
current options share of total lots controlled (20.7%) is down
sharply from the peak of 53.7% (4Q'15).  KBH spent $272 million on
land and development in 4Q'14 and $1.47 billion for the full year.
The company has indicated that it will expend less on real estate
in fiscal 2015 - projecting $1.1 billion-$1.4 billion.  KBH
invested $1.14 billion on land and development activities in 2013
and $564.9 million in 2012.

The company reported negative $443.5 million in cash flow from
operations (CFFO) during 2013 and negative $630.7 million in 2014.
As noted above, KBH currently plans to reduce land and development
spend by 5%-25% in 2015, following a 28.9% increase in 2014.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:

   -- Total industry housing starts improve 13.8%, while new home
      sales increase 18% and existing home sales grow 4.3% during
      fiscal 2015;

   -- Land and development spending of approximately $1.1 billion
      -$1.4 billion during fiscal 2015;

   -- KBH will continue to have negative CFFO during fiscal 2015,
      although at a lower amount compared with fiscal 2014 levels;

   -- Liquidity (unrestricted cash plus revolver availability)
      remains above $300 million;

   -- Continued EBITDA margin expansion in fiscal 2015;

   -- Further improvement in leverage and coverage metrics in
      fiscal 2015.

RATINGS SENSITIVITIES

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates), gross and net new order activity, debt levels,
free cash flow trends and uses, and the company's cash position.

KBH's ratings are constrained in the intermediate term because of
relatively high leverage metrics.  However, a positive rating
action may be considered if the recovery in housing is meaningfully
better than Fitch's current outlook, KBH shows continuous
improvement in credit metrics, and maintains a healthy liquidity
position (combination of cash and equivalents and availability on
the RCF).  In particular, debt-to-EBITDA would need to approach 4x,
debt-to-capitalization should approximate 55%, and interest
coverage would need to exceed 4x in order to take a positive rating
action.

Negative rating actions could be triggered if the industry recovery
dissipates or if there is a meaningful shortfall in KBH's
financials (revenues, profitability) and the company maintains an
overly aggressive land and development spending program that
meaningfully diminishes its liquidity position (i.e. to below $300
million).

Fitch currently rates KBH with a Stable Outlook as:

   -- Issuer Default Rating 'B+';
   -- Senior unsecured debt 'B+/RR4'.

RECOVERY RATING

The Recovery Rating (RR) of 'RR4' on KBH's senior unsecured notes
indicates average recovery prospects for holders of these debt
issues.  KBH's exposure to claims made pursuant to performance
bonds and joint venture debt and the possibility that part of these
contingent liabilities would have a claim against the company's
assets were considered in determining the recovery for the
unsecured debtholders.  Fitch applied a going concern valuation
analysis for this RR.



KB HOME: Moody's Assigns B2 Rating on New $250MM Unsecured Notes
----------------------------------------------------------------
Moody's assigned a B2 rating to KB Home's proposed $250 million
unsecured notes due 2023. The proceeds from this offering are
expected to go toward retiring the company's 6 1/4% 2015 unsecured
notes and/or for general corporate purposes. KB Home's other
ratings including its B2 Corporate Family Rating are unchanged.

The following rating actions were taken:

Proposed $250 million senior unsecured notes, due 2023, assigned B2
(LGD4)

Ratings Rationale

The B2 Corporate Family Rating considers KB Home's moderate
interest coverage of slightly above 1x. In addition, the rating
reflects significant negative cash flow generation, which is
expected to persist in the intermediate term from the accelerated
land spend; and a modest tangible equity base. The company's debt
leverage, albeit still high, has declined to around 64% at
September 30, 2014 from 82% in fiscal 2013 partly because of
deferred tax asset reversal.

At the same time, the ratings incorporate the company's improving
operating performance and Moody's expectation that strong new
order, backlog and home pricing growth driven by positive industry
fundamentals will solidify the company's credit profile.
Additionally, KB Home's rating is supported by its balanced
geographic footprint, though the company has some concentration in
California. The concentration in California should aid in the
company's recovery given California's current and forecasted
strength.

The SGL-2 rating, which reflects Moody's assessment that KB Home's
liquidity profile will be good over the next 12 months, balances
the company's success in extending debt maturities and raising
growth capital against its aggressive land spend plans and
projected negative cash flow generation. In addition, the SGL-2
considers the company's $200 million unsecured revolving credit
facility that as of September 30, 2014 was fully available. Moody's
projects the company to maintain good headroom under financial
covenants in the credit facility.

The positive rating outlook reflects Moody's expectation that the
company's credit metrics will continue to improve over the next
year as it benefits from increasing demand for new homes.

The ratings could be considered for an upgrade if the company
demonstrates consistent profitability and debt leverage below 60%.

Continued losses, weakening liquidity, debt/capitalization above
80% on a sustained basis, deteriorating margins, and/or under
performance vs. the industry on revenue generation could create
downward pressure on the ratings.

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

Headquartered in Los Angeles, KB Home is one of the country's
largest homebuilders, with presence in 33 markets and four
geographic regions, including the West, Southwest, Central, and
Southeast. For the last twelve months ended September 30, 2014, the
company's total revenues and consolidated net income were $2.39
billion and $918 million, respectively.



KB HOME: S&P Assigns 'B' Rating on $250MM Sr. Unsecured Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
issue-level rating to U.S.-based homebuilder KB Home's proposed
$250 million senior unsecured notes due 2023.  The recovery rating
is '3', indicating S&P's expectation for meaningful (50% to 70%)
recovery in the event of a payment default.  S&P expects the
company to use the proceeds to retire $200 million of 6.25% senior
notes due June 15, 2015, and for general corporate purposes.
Following the retirement of the senior notes due in June 2015, the
company will have no material debt maturities until Sept. 15, 2017.
S&P's 'B' corporate credit rating and stable rating outlook on KB
Home are unaffected.

Ratings List

KB Home
Corporate Credit Rating                 B/Stable/--        

New Rating

KB Home
  $250 million sr unsecd nts due 2023   B                  
   Recovery Rating                      3   



KIOR INC: Court Sets Claims Bar Dates
-------------------------------------
The U.S. Bankruptcy Court established these deadline for creditors
to file proofs of claim in the Chapter 11 case of KiOR Inc.

For claims arising before Nov. 9, 2014, the Court to set at least
30 days after the service date at 5:00 p.m. (prevailing Eastern
time) as the claims bar date.  Meanwhile, all governmental units
must file their claims no later than 5:00 p.m. (prevailing Eastern
time) on May 8, 2015.

As reported in the Troubled Company Reporter on Dec. 29, 2014, all
proofs of claim must be filed either by:

  a) regular mail:

     KiOR Inc.
     Claims Processing Center
     c/o Epiq Bankruptcy Solutions LLC
     Grand Central Station
     P.O. Box 5283
     New York, NY 10163-5283

  b) overnight mail courier:

     KiOR Inc.
     Claims Processing Center
     c/o Epiq Bankruptcy Solutions LLC
     757 Third Avenue, 3rd Floor
     New York, NY 10017

                          About Kior Inc.

KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively.  KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V.  KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food cellulosic
biomass.

KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No.
14-12514) on Nov. 9, 2014, in Delaware.   Through the chapter 11
case, the Debtor intends to reorganize its business or sell
substantially all of its assets so that it can continue its core
research and development activities.  KiOR Columbus did not seek
bankruptcy protection.

The Debtor disclosed $58.3 million in assets and $261 million in
liabilities as of June 30, 2014.

The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.  The Debtor's financial
advisor is Alvarez & Marsal.  Guggenheim Securities, LLC, is the
Debtor's investment banker.  Epiq Bankruptcy Solutions, LLC, is the
Debtor's claims and noticing agent.

Pasadena Investments, LLC, as administrative agent for a consortium
of lenders, committed to provide up to $15 million in postpetition
financing.  The DIP Agent is represented by Thomas E. Patterson,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California, and Michael R. Nestor, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware.


LAZARD GROUP: Moody's Assigns Ba1 Rating on $400MM Senior Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to Lazard Group
LLC's $400 million senior unsecured notes due 2025. Lazard plans to
utilize the proceeds of the offering, together with cash on hand,
to call $450 million of its 6.85% senior unsecured notes due 2017.

Ratings Rationale

Moody's maintains a Ba1 corporate family rating for Lazard,
together with a Ba1 senior unsecured debt rating. The rating
outlook is stable.

Moody's said Lazard's refinancing transaction is credit positive,
because it will reduce outstanding debt and interest expense, and
extend the company's debt maturity profile. The 2025 notes will
rank pari passu with the company's existing Ba1-rated senior
unsecured notes (comprising of $548 million (prior to call) 6.85%
senior unsecured notes due 2017 and $500 million 4.25% senior
unsecured notes due 2020).

What Could Change the Rating -- Up

Moody's said that upward momentum to an investment grade rating
will most likely be dependent upon the degree to which Lazard
sustains its cost conscious behavior; and the development of its
capital policies with respect to the balance between creditor and
shareholder interests. These matters will be evidenced by the level
of consistency and volatility of its profit margins, trends in its
debt service metrics and its levels of tangible common equity and
double leverage. Continued growth in contributions from the asset
management business would also be positive for the rating.

What Could Change the Rating -- Down

Moody's said that a significant deterioration in debt coverage
metrics would be viewed negatively, as would the escalation of
employee compensation costs at a rate that exceeds revenue growth.
Reduced financial flexibility, for example in the form of a
significant reduction in cash on hand, would also pressure the
rating. A significant downturn in contributions from the asset
management business would be negative for the rating.



LENNAR CORP: Loan Upsizing No Impact on Moody's B3 CFR
------------------------------------------------------
Moody's Investors Service said that Lennar Corporation's upsize of
its senior unsecured notes does not impact its Ba3 rating or
positive outlook. This is a $150 million upsize of Lennar's $350
million of 4.5% notes due 2019 that were issued in November 2014.
Proceeds of the upsized notes will be used for general corporate
purposes including debt repayment. The Ba3 rating on Lennar's
existing senior unsecured notes and the SGL-1 speculative grade
liquidity rating were unaffected as was the positive ratings
outlook.

The positive outlook reflects Moody's expectation that Lennar's
adjusted debt leverage will trend towards that of a Ba2-rated
homebuilder (i.e., towards 45%) within the next 12 to 18 months
while its other key credit metrics, e.g., interest coverage and
return on assets, will continue to improve, and gross margins,
while leveling off, will still exceed investment grade levels.

The following ratings were unaffected:

Ba3 corporate family rating;

Ba3-PD probability of default rating;

Ba3 (LGD4) on the existing senior unsecured and convertible senior
notes;

(P)Ba3 on the existing senior unsecured shelf offerings;

SGL-1 speculative grade liquidity rating;

Positive rating outlook.

Ratings Rationale

Lennar's Ba3 corporate family rating reflects the company's
industry-leading gross margins among the pure homebuilders; its
strong earnings performance; the near elimination of its formerly
outsized recourse joint venture debt exposure; and the substantial
tangible equity base. In addition, the company has successfully
managed its investments in new asset classes that are different
from, albeit related to, more traditional homebuilding activities.

At the same time, Lennar's ratings incorporate an adjusted pro
forma adjusted homebuilding debt leverage of approximately 51.7% as
of November 30, 2014 that is somewhat stretched for a Ba3; the
expectation of negative cash flow from operations over the next 12
to 18 months as the company continues to feed its growth engine;
the moderately long land position; and its high proportion of
speculative construction. In addition, Lennar's propensity to
invest in different asset classes and structures compared to more
traditional homebuilders adds an element of extra risk to the
company's credit profile. While these investments can and do
generate solid returns and cash, especially during growth periods,
they can also result in sizable write downs, considerable use of
management time, and cash drains, as the joint venture operations
did during the recent downturn.

Lennar's liquidity is supported by its $886 million unrestricted
cash position at November 30, 2014, the availability of about
$1.235 billion under its $1.252 billion committed senior unsecured
revolving credit facility due 2018 (net of $17.1 million of
outstanding letters of credit), and substantial headroom under its
financial maintenance covenants. The revolving credit facility
requires the company to maintain compliance, as of November 30,
2014, with minimum tangible net worth of over $2 billion, maximum
net debt leverage of 65.0%, and either a minimum 1.0x liquidity
coverage of last 12 months interest incurred or a trailing 12
months interest coverage of 1.5x.

The ratings could benefit if the company continues to generate
positive and growing net income, resumes growing its free cash
flow, continues to strengthen its liquidity, and, most importantly,
drives its adjusted debt leverage towards the 45% level.

The outlook and/or ratings could come under pressure if the
economic backdrop suddenly and significantly takes a turn for the
worse; the company begins generating negative net income;
impairments were again to rise materially; the company were to
experience even sharper-than-expected reductions in its trailing
12-month free cash flow generation; and/or adjusted debt leverage
were to exceed 60% on a sustained basis.

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

Founded in 1954 and headquartered in Miami, Florida, Lennar is one
of the country's largest homebuilders. The company operates in 17
states and specializes in the sale of single-family homes for
first-time, move-up, and active adult buyers under the Lennar brand
name. Lennar's Financial Services segment provides mortgage
financing, title insurance and closing services or both buyers of
the company's homes and others. Lennar's Rialto Investments segment
is a vertically integrated asset management platform focused on
investing throughout the commercial real estate capital structure.
Lennar's Multifamily segment is a national developer of multifamily
rental properties. Total revenues (including that of the financial
services segment) for the fiscal year ended November 30, 2014 were
approximately $7.8 billion, and consolidated net income was $639
million.



LENNAR CORP: S&P Retains BB CCR on Proposed Add-On to Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Lennar
Corp. are not affected by the company's plans to increase its $350
million 4.5% senior notes due 2019 by roughly $150 million.  S&P
expects the company to use proceeds for working capital and for
general corporate purposes.

The 'BB' corporate credit rating on Miami-based Lennar reflects
S&P's view of the homebuilder's business risk profile as "fair" and
its financial risk profile as "significant."  The stable outlook is
based on S&P's expectation that a healthier U.S. home construction
industry will support stronger EBITDA, with leverage below 4x, even
as the company adds modest amounts of debt to support working
capital needs.

Ratings List

Lennar Corp.
Corporate Credit Rating                 BB/Stable/--

Ratings Unchanged
Lennar Corp.
$500 mil 4.5% sr notes due 2019*        BB
  Recovery Rating                        3

*Includes $150 million add-on.



LEVEL 3: Vanguard Group Reports 6.4% Stake as of Dec. 31
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, The Vanguard Group reported that as of Dec. 31, 2014,
it beneficially owned 21,591,758 shares of common stock of
Level 3 Communications Inc. representing 6.42 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/pF6QSR

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

For the year ended Dec. 31, 2014, the Company reported net income
of $314 million on $6.77 billion of revenue compared to a net loss
of $109 million on $6.31 billion of revenue during the prior year.

As of Dec. 31, 2014, the Company had $20.9 billion in total
assets, $14.6 billion in total liabilities and $6.36 billion in
stockholders' equity.

                           *     *     *

In June 2014, Fitch Ratings upgraded the Issuer Default Rating
(IDR) assigned to Level 3 Communications, Inc. (LVLT) and its
wholly owned subsidiary Level 3 Financing, Inc. (Level 3
Financing) to 'B+' from 'B'.

"The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF," Fitch
stated.

In June 2013, Standard & Poor's Ratings Services raised its
corporate credit rating on Level 3 to 'B' from 'B-'.  "The upgrade
reflects improved debt leverage, initially from the acquisition of
the lower-leveraged Global Crossing in October 2011, and
subsequently from realization of the bulk of what the company
expects to eventually be $300 million of annual operating
synergies," said Standard & Poor's credit analyst Richard
Siderman.

As reported by the TCR on Oct. 31, 2014, Moody's Investors Service
upgraded Level 3's corporate family rating (CFR) to 'B2' from
'B3'.

Level 3's B2 CFR is based on the company's ability to generate
relatively modest free cash flow of between $250 million and $300
million in 2016 and, inclusive of debt which is presumed to be
converted to equity in 2015, to de-lever by approximately 0.5x to
4.8x (Moody's adjusted) by the end of 2016.


LIGHTSQUARED INC: Unveils New $210MM Bankruptcy Financing Deal
--------------------------------------------------------------
Law360 reported that LightSquared Inc. told a New York bankruptcy
judge that it has gotten access to a fresh $210 million round of
financing to help it through what has so far been a difficult and
expensive bankruptcy.

According to the report, the new financing will replace a
debtor-in-possession loan expiring at the end of May, the company's
filing says.  The money will be provided by two JPMorgan Chase &
Co. units, Centerbridge Partners LP and Harbinger Capital Partners
Master Fund Ltd., the report said.

Lightsquared's Chapter 11 plan, which is backed by Fortress Credit
Opportunities Advisors LLC;
Centerbridge Partners, L.P.; Harbinger Capital Partners LLC, and
the JPM Inc., will go to court for confirmation next month.  The
Plan's chief opponent has been Charles Ergen's Dish Network Corp.
and has objected to the disclosure statement seeking clarification
about the valuation based on an assumption that federal regulators
eventually approve use of frequency licenses.  Mr. Ergen is the
largest holder of LightSquared secured debt and had sponsored a
plan, offering to buy the business for $2.2 billion.

                     About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.

Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.

                          *     *     *

Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York on Jan. 20, 2015, approved the
second
amended specific disclosure statement explaining Lightsquared
Inc.,
et al.'s second amended joint plan, after determining that the
disclosures contain adequate information within the meaning of
Section 1125(a) of the Bankruptcy Code.

As previously reported by The Troubled Company Reporter, the
Debtors, in December, filed a joint plan and disclosure statement,
which contemplate, among other things, (A) new money investments
by
the New Investors in exchange for a combination of preferred and
common equity, (B) the conversion of the Prepetition LP Facility
Claims into new second lien debt obligations, (C) the repayment in
full, in cash, of the Inc. Facility Prepetition Inc. Facility
NonSubordinated Claims immediately following confirmation of the
Plan, (D) the payment in full, in cash, of LightSquared's general
unsecured claims, (E) the provision of $1.25 billion in new money
working capital for the Reorganized Debtors, (F) the assumption of
certain liabilities, (G) the resolution of all inter-Estate
disputes, and (H) the contribution by Harbinger of the Harbinger
Litigations.


LIONEL SAWYER: Law Firm Files Bankruptcy Owing $3.37-Mil.
---------------------------------------------------------
Howard Stutz, writing for Las Vegas Review-Journal, reported that
the historic Lionel Sawyer & Collins law firm, which went out of
business at the beginning of the year, filed for Chapter 7
bankruptcy liquidation at the end of January, owing creditors more
than $3.37 million.

According to the report, the law firm, once considered Nevada's
largest legal house, said in a voluntary filing with the U.S.
Bankruptcy Court in Las Vegas that it had assets of $931,626 in
personal property.  The only secured creditor, according to the
filing, was Western Alliance Bank, which is owed $2.86 million, the
report related.


LIQUIDMETAL TECHNOLOGIES: Adopts 2015 Equity Incentive Plan
-----------------------------------------------------------
The Board of Directors of Liquidmetal Technologies, Inc., adopted
an equity incentive plan and granted options under the 2015 Plan to
the Company's named executive officers.

The 2015 Plan authorizes the Company's Board and the Compensation
Committee to grant equity-based compensation awards in the form of
stock options, stock appreciation rights, restricted stock,
restricted stock units, performance shares, performance units, and
other awards for the purpose of providing the Company's directors,
officers and other employees incentives and rewards for
performance.  Additionally, the Board approved the form of
Incentive Stock Option Agreement and form of Nonqualified Stock
Option Agreement.  The stockholders of the Company will vote on the
Plan at the 2015 Annual Meeting to be held later this year for the
purpose of enabling the Company to grant incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended.

The 2015 Plan will be administered by the Compensation Committee
under delegated authority from the Company's Board.  The Company's
Board or Compensation Committee may delegate its authority under
the 2015 Plan to a subcommittee.  The Compensation Committee or the
subcommittee may delegate to one or more of its members or to one
or more of the Company's officers, or to one or more agents or
advisors, administrative duties, and the Compensation Committee may
also delegate powers to one or more of the Company’s officers do
one or both of the following:

  * designate employees to receive awards under the 2015 Plan; and
       
  * determine the size of any such awards.

Total awards under the 2015 Plan are currently limited to
40,000,000 shares of common stock.  

Pursant to the Plan, on Jan. 27, 2015, the Board of the Company
awarded the following option grants to NEOs:

                                             Grant Amount
    Executive Officer                 (Options of Common Stock)  
    -----------------                 -------------------------   
       Tom Steipp                             4,300,000
       Rick Salas                             1,200,000
       Tony Chung                             1,500,000
       Bruce Bromage                          1,500,000

In addition, options to purchase 400,000 shares were granted to
each of the four non-employee directors of the Company.

All of the foregoing option grants will expire 10 years from the
date of grant unless they terminate earlier upon a termination of
service.  The options will vest ratably over a four year period.

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal reported a net loss and comprehensive loss of $14.2
million on $1.02 million of total revenue for the year ended
Dec. 31, 2013, as compared with a net loss and comprehensive loss
of $14.02 million on $650,000 of total revenue for the year ended
Dec. 31, 2012.

The Company's balance sheet at Sept. 30, 2014, showed $14.2 million
in total assets, $6.86 million in total liabilities and $7.34
million in total stockholders' equity.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit.  This raises substantial doubt about
the Company's ability to continue as a going concern.


LORILLARD INC: Vanguard Reports 5.4% Stake as of Dec. 31
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, The Vanguard Group disclosed that as of
Dec. 31, 2014, it beneficially owned 19,680,593 shares of common
stock of Lorillard Inc. representing 5.46 percent of the shares
outstanding.  

Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The
Vanguard Group, is the beneficial owner of 489,812 shares or .13%
of the Common Stock outstanding of the Company as a result of its
serving as investment manager of collective trust accounts.

Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of
The Vanguard Group, is the beneficial owner of 155,699 shares or
.04% of the Common Stock outstanding of the Company as a result of
its serving as investment manager of Australian investment
offerings.

A copy of the regulatory filing is available for free at:

                        http://is.gd/0t2dJd

                          About Lorillard

Lorillard, Inc. is the manufacturer of cigarettes in the United
States. Its Newport is a menthol flavored premium cigarette
brand.  In addition to the Newport brand, its product line has
four additional brand families marketed under the Kent, True,
Maverick and Old Gold brand names.

Lorillard reported net income of $1.18 billion in 2014 following
net income of $1.18 million in 2013.

As of Dec. 31, 2014, Lorillard had $3.50 billion in total assets,
$5.69 billion in total liabilities and a $2.18 billion total
shareholders' deficit.


MARINA BIOTECH: Matthewson Reports 2% Stake as of Feb. 5
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, R. Kirk Mathewson, Ditty Properties, Inc.,
Ditty Properties Limited Partnership disclosed that as of Feb. 5,
2015, they beneficially owned 555,000 shares of common stock of
Marina Biotech, Inc., representing 2.2 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/ruegRz

                        About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

As reported by the TCR on May 21, 2014, KPMG LLP was dismissed as
the principal accountants for Marina Biotech, Inc., and Wolf &
Company, P.C., had been engaged as replacement.

In 2013, the Company incurred a net loss of $1.57 million on $2.11
million of license and other revenue, compared to a net loss of
$9.54 million on $4.21 million of license and other revenue in
2012.

As of Sept. 30, 2014, the Company had $9.95 million in total
assets, $20.1 million in total liabilities, and a $10.2 million
stockholders' deficit.


MARK HARDWICK: Files for Chapter 11 After Found Guilty of Fraud
---------------------------------------------------------------
Miriam Rozen at Texas Lawyer reports that Mark Hardwick filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Western District of Texas in Austin on Feb. 5, 2015.

According to the attorney payment disclosure statement, the Debtor
will pay Austin's Husch Blackwell's Stephen Lemmon an hourly rate
of $590.  Texas Lawyer says that the Debtor has already paid the
same firm a retainer of $65,000, of which $11,517 was used for
prepetition services provided and expenses incurred.

NewsWest 9 recalls that last month, the Debtor was found guilty of
fraud and was ordered to pay $8.5 million to Smith Energy, which he
allegedly charged for work not done, double-billed and improperly
obtained leases he was legally prohibited from acquiring.  The
report states that the Debtor had worked with the company to manage
oil and gas leases in West Texas.

NewsWest 9 relates that within less than 72 hours of the final
judgment, the Debtor filed a Chapter 11 petition and a request
based on his bankruptcy filing to stay the litigation in the 121st
District Court in Terry County, where the judge had issued the
final judgment against him.

According to NewsWest 9, Mr. Lemmon said that the Debtor's
appellate lawyers expect to raise significant issues on appeal, and
that he is meeting in Midland with the Debtor's bankers and other
lawyers to prepare a proposed bankruptcy plan, which the Debtor
will file in the next few weeks.

Citing Mr. Lemmon, NewsWest 9 reports that the Debtor owes "a
decent amount of money" to his civil case lawyers, and he has
incurred other debts, but if he wins an appeal and overturns the
Smith Energy final judgment, "the truth of the matter is, he will
have sufficient resources to take care of his other obligations."


MASHANTUCKET PEQUOT: Moody's Lowers Corporate Family Rating to Ca
-----------------------------------------------------------------
Moody's Investors Service lowered The Mashantucket Pequot Tribal
Nation's Corporate Family Rating to Ca from Caa3, its Probability
of Default Rating to Ca-PD from Caa3-PD, and the rating on its
senior secured credit facilities rating to Caa1 from B2. The
Tribe's junior debt obligations are not rated. The rating outlook
is negative.

The Mashantucket Pequot Tribal Nation (Tribe) conducts the gaming
and resort operations of Foxwoods Resort Casino through the
Mashantucket Pequot Gaming Enterprise, a wholly-owned,
unincorporated division of the Tribe

This concludes Moody's ratings review for the Tribe initiated on
August 21, 2014.

Ratings downgraded:

Corporate Family Rating, to Ca from Caa3

Probability of Default Rating, to Ca-PD from Caa3-PD

Term loan A due 2018, to Caa1 (LGD 2) from B2 (LGD 2)

Term loan B due 2020, to Caa1 (LGD 2) from B2 (LGD 2)

Term loan C due 2016, to Caa1 (LGD 2) from B2 (LGD 2)

Revolver due 2016, to Caa1 (LGD 2) from B2 (LGD 2)

Ratings Rationale

The Ca Corporate Family Rating and negative rating outlook
acknowledges that Tribe is operating under a forbearance agreement
with its senior lenders (expires on June 15, 2015), and that the
cash portion of junior debt interest payments have been blocked by
the senior lenders. While this blockage is not considered a payment
default under the Tribe's bank agreement, junior debt indentures,
and related inter-creditor agreements, Moody's believes that the
Tribe will ultimately go through a debt restructuring that will
involve some level of impairment to creditors.

The Tribe's debt/EBITDA has been over 10 times since it emerged
from a restructuring in early 2013, and the ability to service its
senior and junior debt depends entirely on revenue and earnings
coming from its Connecticut casino. Connecticut is among the states
suffering the most from casino additions in the Northeastern US.
Like other regional gaming companies throughout the US, the Tribe's
earnings have been unfavorably impacted by a combination of reduced
spending trends by gaming consumers, increased competition and more
aggressive promotional activity.

The negative rating outlook considers that absent either an
extension of the forbearance agreement or restructuring of the
Tribe's debt obligations, cash flows plus available cash balances
are not sufficient to repay all of its current outstanding debt if
required by lenders.

Ratings could be lowered if the forbearance agreement is not
renewed upon its expiration and the credit facility lenders were to
exercise certain default related remedies. A higher rating is
possible to the extent any restructuring results in a substantial
and sustainable improvement in Tribe's credit profile.

The principal methodology used in these ratings was Global Gaming
Industry published in June 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.



MASONITE INTERNATIONAL: S&P Affirms 'BB-' CCR; Outlook Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
long-term corporate credit rating on B.C.-based Masonite
International Corp.  The outlook is positive.

At the same time, Standard & Poor's affirmed its 'BB-' issue-level
rating on the company's senior unsecured notes.  The '4' recovery
rating on the debt is unchanged, indicating S&P's expectation for
average recovery (30%-50%) in the event of default.  Recovery falls
in the lower half of the range.

"The affirmation reflects our expectation that adjusted
debt-to-EBITDA will be about 3x in the next couple of years," said
Standard & Poor's credit analyst Jamie Koutsoukis.

This is commensurate with S&P's "aggressive" financial risk profile
after incorporating a high degree of expected volatility in S&P's
forecast credit measures.  This volatility largely reflects S&P's
uncertainty with respect to U.S. housing starts, which have failed
to meet S&P's expectations over the past couple of years.  S&P's
base-case scenario assumes Masonite will realize about 30% of
annual adjusted EBITDA growth through 2016 due in large part to
robust demand from the U.S. residential construction market
combined with Masonite's high operating leverage. Furthermore, S&P
believes the company will continue to make debt-funded tuck-in
acquisitions and maintain reported debt-to-EBITDA within its target
3x-4x range.

S&P views Masonite's business risk profile as "fair," to reflect
the company's exposure to the highly cyclical U.S. residential
construction market, which S&P expects will generate about 60% of
2014 revenues.  S&P believes the U.S. residential construction
market will continue on its unsteady recovery with U.S. housing
starts of about 1.0 million in 2014 still well below the historical
average of 1.5 million starts (based on data from 1959 to 2014).

The positive outlook reflects S&P's view that higher U.S.
residential construction activity, combined with higher product
prices, will result in a sustained adjusted debt-to-EBITDA ratio
below 3.5x.

S&P could raise the rating within the next 12 months if it believes
the company can sustain an adjusted debt-to-EBITDA ratio below
3.5x, supported by its financial policy and U.S. housing starts
trending at about 1.2 million in 2015, reinforcing S&P's EBITDA
growth forecast.

S&P could revise the outlook to stable if there is a
slower-than-expected recovery in U.S. new home construction, or if
Masonite loses a major customer, resulting in an adjusted
debt-to-EBITDA ratio above 4x.



MEDICURE INC: Provides Quarterly Revenue on a Calendar Basis
------------------------------------------------------------
Medicure Inc. provided detail on its historic calendar quarter
revenue in anticipation of future reporting under the new financial
reporting periods.  This change in year end from May 31 to December
31 was previously announced on Dec. 18, 2014.

Net revenue from the sale of AGGRASTAT finished product for the
twelve months ended Dec. 31, 2014, is estimated to be $8.4 million
compared to $3.2 million for the 12 months ended Dec. 31, 2013, an
increase of 161%.

As the Company enters the 2015 calendar and fiscal year, hospital
demand for AGGRASTAT continues to increase significantly.  The
increase in revenue is primarily attributable to a continuing
increase in the number of new hospital customers using AGGRASTAT.
The number of new customers reviewing and implementing AGGRASTAT
has increased sharply as a result of FDA approval of the new dosing
regimen for AGGRASTAT as announced on Oct. 11, 2013. Additionally,
favourable fluctuations in the U.S. dollar exchange rate
contributed to the increase in revenue.

The Company's commercial team continues to work on further
expanding its customer base and the Company expects sales of
AGGRASTAT to continue to increase over the coming quarters.

The Company is also continuing to seek other opportunities to grow
its business through acquisition and continues to explore other new
product opportunities to compliment AGGRASTAT and leverage the
Company's growing commercial team.  Additionally, the Company's
continues to monitor its minority interest in Apicore, a
pharmaceutical manufacturer, which was acquired on July 3, 2014.
Medicure holds an option to acquire all of the remaining issued
shares of Apicore within the next 2 1/2 years.

Medicure is also continuing the research and development of
Tardoxal for the treatment of tardive dyskinesia as well as a
transdermal delivery formulation of its lead drug AGGRASTAT
(tirofiban HCl).

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

Medicure Inc. reported a net loss of C$1.63 million for the year
ended May 31, 2014, compared to a net loss of C$2.57 million for
the year ended May 31, 2013.

As of Aug. 31, 2014, the Company had C$5.60 million in total
assets, C$9.92 million in total liabilities and a C$4.32 million
total deficiency.

Ernst & Young LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended May 31, 2014.
The independent auditors noted that Medicure Inc. has experienced
losses and has accumulated a deficit of $127.5 million since
incorporation and has a working capital deficiency of $869,000 as
at May 31, 2014.  These conditions, the auditors said, raise
substantial doubt about its ability to continue as a going concern.


MERRIMACK PHARMACEUTICALS: Jennison No Longer a Shareholder
-----------------------------------------------------------
In an amended regulatory filing with the U.S. Securities and
Exchange Commission, Jennison Associates LLC diclosed that as of
Dec. 31, 2014, it has ceased to be the beneficial owner of any
shares of common stock of Merrimack Pharmaceuticals, Inc.  
Jennisson previously held 6,536,656 common shares or 6.4% equity
stake as of Dec. 31, 2013.  A copy of the regulatory filing is
available at http://is.gd/U0Pm4l

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack reported a net loss of $130.7 million in 2013, a net
loss of $91.8 million in 2012 and a net loss of $79.7 million in
2011.

The Company's balance sheet at Sept. 30, 2014, showed $189 million
in total assets, $288 million in total liabilities, $150,000 in
non-controlling interest and a $99.7 million total
stockholders' deficit.


METALICO INC: Adam Weitsman Anxious Over Rights Plan
----------------------------------------------------
Adam Weitsman, holder of 11.7 percent of the outstanding shares of
Metalico Inc., disclosed in a Schedule 13D filed with the U.S.
Securities and Exchange Commission that he is concerned with the
Company's continued underperformance, which he believes has been
driven largely in part by "poor capital allocation decisions over
the past several years, including several ill-advised acquisitions
that have destroyed significant stockholder value".  

The Reporting Person is also concerned with the Company's capital
structure and poor corporate governance practices, including, most
recently, its decision to adopt a stockholder rights plan.  

Weitsman said he attempted to engage in communication with
management and the Board of Directors of the Issuer regarding the
his concerns.  However, Weitsman reserves all rights to take any
and all action required to protect the interests of stockholders if
his concerns continue to fall on deaf ears, including, but not
limited to, seeking Board representation at the 2015 annual meeting
of stockholders.

Mr. Weistman beneficially owned 6,816,136 shares of common stock of
Metalico as of Feb. 9, 2015.

A full-text copy of the regulatory filing is available at:

                         http://is.gd/9Nshlu

                           About Metalico

Metalico, Inc., is a holding company with operations in two
principal business segments: ferrous and non-ferrous scrap metal
recycling, and fabrication of lead-based products.  The Company
operates recycling facilities in New York, Pennsylvania, Ohio,
West Virginia, New Jersey, Texas, and Mississippi and lead
fabricating plants in Alabama, Illinois, and California.
Metalico's common stock is traded on the NYSE MKT under the symbol
MEA.

Metalico reported a net loss attributable to the Company of $34.8
million in 2013 following a net loss attributable to the Company
of $13.1 million in 2012.  Metalico incurred a net loss
attributable to the Company of $3.61 million for the six months
ended June 30, 2014.

As of Sept. 30, 2014, the Company had $294 million in total
assets, $157 million in total liabilities, and $138 million
in total equity.


METALICO INC: Eric Soderlund Reports 9.9% Stake as of Dec. 31
-------------------------------------------------------------
Corre Opportunities Qualified Master Fund, LP, Corre Opportunities
Fund, LP, Corre Partners Advisors, LLC, Corre Partners Management,
LLC, John Barrett and Eric Soderlund disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that as of

Dec. 31, 2014, they beneficially owned 6,957,912 shares of common
stock of Metalico Inc. representing 9.9 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/w53YNK

                           About Metalico

Metalico, Inc., is a holding company with operations in two
principal business segments: ferrous and non-ferrous scrap metal
recycling, and fabrication of lead-based products.  The Company
operates recycling facilities in New York, Pennsylvania, Ohio,
West Virginia, New Jersey, Texas, and Mississippi and lead
fabricating plants in Alabama, Illinois, and California.
Metalico's common stock is traded on the NYSE MKT under the symbol
MEA.

Metalico reported a net loss attributable to the Company of $34.8
million in 2013 following a net loss attributable to the Company
of $13.1 million in 2012.  For the nine months ended Sept. 30,
2014, Metalico reported a net loss attributable to the Company of
$10.52 million.

As of Sept. 30, 2014, the Company had $294 million in total
assets, $157 million in total liabilities and $138 million
in total equity.


METALICO INC: Hudson Bay Reports 7.6% Stake as of Dec. 31
---------------------------------------------------------
Hudson Bay Capital Management, L.P., and Sander Gerber disclosed in
a regulatory filing with the U.S. Securities and Exchange
Commission that as of Dec. 31, 2014, they beneficially owned
937,615 shares of common stock issuable upon conversion of Series A
convertible notes and 3,903,270 shares of common stock issuable
upon conversion of Series B convertible notes of Metalico, Inc.,
representing 7.66 percent of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/hs89xg

                           About Metalico

Metalico, Inc., is a holding company with operations in two
principal business segments: ferrous and non-ferrous scrap metal
recycling, and fabrication of lead-based products.  The Company
operates recycling facilities in New York, Pennsylvania, Ohio,
West Virginia, New Jersey, Texas, and Mississippi and lead
fabricating plants in Alabama, Illinois, and California.
Metalico's common stock is traded on the NYSE MKT under the symbol
MEA.

Metalico reported a net loss attributable to the Company of $34.8
million in 2013 following a net loss attributable to the Company
of $13.1 million in 2012.  For the nine months ended Sept. 30,
2014, Metalico reported a net loss attributable to the Company of
$10.52 million.

As of Sept. 30, 2014, the Company had $294 million in total assets,
$157 million in total liabilities, and $138 million in total
equity.


MILESTONE SCIENTIFIC: Steven Robins Named as President
------------------------------------------------------
The Board of Directors of Milestone Scientific Inc. appointed
Steven F. Robins as president of the Company effective on Jan. 1,
2015, according to a regulatory filing with the U.S. Securities and
Exchange Commission.

Steven F. Robins, age 49, has been the president of the Company and
of the Company's medical joint venture entity, Milestone Medical
Inc. since Jan. 1, 2015.  Mr. Robins has an extensive background in
the healthcare industry and has been working with Company on a
consulting basis since July 2014.  Mr. Robins has held both general
management and marketing positions at Bausch & Lomb, Johnson &
Johnson and Pfizer.  Prior to July 2014, Mr. Robins was employed at
Bausch & Lomb Vision Care, North America in the positions of
President from May 2009 to August 2011 and Chief Marketing Officer
of from September 2011 to August 2013.  Prior to Bausch & Lomb, Mr.
Robins was a vice president and general manager of Johnson &
Johnson's Consumer Healthcare Business unit in Canada from November
2006 to April 2009.  From April 1994 to October 2006 he was at
Pfizer Consumer Healthcare, where he held a series of roles
including Group Marketing Director Upper Respiratory.  Mr. Robins
holds a Bachelor of Arts degree in History from Bates College,
Lewiston Maine.

Pursuant to his compensation arrangement with the Company, Mr.
Robins receives base compensation of $275,000 per year.  Upon
joining the Company, Mr. Robins is entitled to an option award for
100,000 shares of the Company's common stock exercisable after five
years of continuous employment with the Company.  In addition, Mr.
Robins is entitled to a performance bonus contingent upon achieving
targets set by the Company's Compensation Committee.  He is also
entitled to participate in the Company's employee benefit
programs.

There is no existing family relationship between Mr. Robins and any
director or executive officer of the Company.

                     About Milestone Scientific

Livingston, N.J.-based Milestone Scientific Inc. is engaged in
pioneering proprietary, innovative, computer-controlled injection
technologies and solutions for the medical and dental markets.

Milestone Scientific reported net income of $1.46 million in 2013,
as compared with a net loss of $870,306 in 2012.

The Company's balance sheet at Sept. 30, 2014, showed $17.26
million in total assets, $2 million in total liabilities, all
current, and $15.26 million in total stockholders' equity.

Baker Tilly Virchow Krause, LLP, in New York, issued "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
since inception, which raises substantial doubt about its ability
to continue as a going concern.


MONARCH COMMUNITY: Gardner Lewis Reports 10% Stake as of Feb. 9
---------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Gardner Lewis Asset Management disclosed that as of
Feb. 9, 2015, it beneficially owned 911,185 shares of common stock
of Monarch Community Bancorp Inc. representing 10.17 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/VpJB5N

                      About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.

Monarch Community reported a net loss available to common
stockholders of $2.55 million in 2013, a net loss available to
common stockholders of $741,000 in 2012 and a net loss of $353,000
in 2011.

As of Sept. 30, 2014, the Company had $176.88 million in total
assets, $156.89 million in total liabilities, and $19.98 million
in total stockholders' equity.


MUNCE'S SUPERIOR: Vehicles to Be Sold at Feb. 17 Auction
--------------------------------------------------------
Sprague Operating Resources LLC, f/k/a Sprague Energy Corp., as
secured party, will sell vehicles of Munce's Superior Petroleum
Products, Inc., a New Hampshire corporation, at a foreclosure
auction on February 17, 2015, at 12:30 p.m. (Prevailing Eastern
Time).

The vehicles serve as collateral of Munce's Superior's obligations
to Sprague under a Master Distillate and Gasoline Sales Agreement
dated July 25, 2007 and a May 26, 2009 promissory note.  Munce's
Superior defaulted under the agreement.

The auction will be held at Pierce Atwood LLP, One New Hampshire
Avenue, Suite 350, Portsmouth, New Hampshire 03801.

Further information regarding the Collateral can be obtained by
contacting counsel to the Secured Party:

     Lawrence M. Edelman, Esq.
     PIERCE ATWOOD LLP
     One New Hampshire Avenue, Suite 350
     Portsmouth, NH 03801
     Telephone: (603) 433-6300
     E-mail: ledelman@pierceatwood.com

All bids will be accepted beginning at 12:30 p.m. (prevailing
Eastern Time) on February 17, 2015.  All bidders (other than
Secured Party) shall be required to deposit $500 in cash or
certified U.S. funds made payable to Sprague.

The Collateral will be sold one vehicle at a time to the highest
bidder at the conclusion of the Sale, as determined by Secured
Party in its sole and absolute discretion, on an 'AS IS, WHERE IS'
basis, with all faults, without recourse, and without any express
or implied representations or warranties whatsoever, including,
without limitation, condition of title, value or quality of the
Collateral.


NAKED BRAND: Paul Hayes Appointed to Board
------------------------------------------
Naked Brand Group Inc. appointed Paul Hayes as a director of
the Company and a member of the Company's audit committee
(Chairman) effective Feb. 3, 2015, according to a regulatory filing
with the U.S. Securities and Exchange Commission.

Mr. Hayes, a certified public accountant, led the commercial
finance and accounting team for the $500 million Calvin Klein brand
business in Europe in his capacity as chief financial officer for
the Europe region of The Warnaco Group, which was acquired in 2013
by PVH Corporation.  He has extensive global experience managing
and driving growth in a wide range of industries, particularly in
the intimate apparel and sleepwear categories through his tenure at
Calvin Klein.  He has also held senior positions at international
powerhouses Nokia Corporation and Deloitte & Touche LLP.  Currently
Mr. Hayes serves as the vice president finance for Parfums de
Coeur, a fragrance and bath products concern.

In connection with Mr. Hayes's appointment, the Company has agreed
to issue him 1,500,000 stock options exercisable at $0.128 per
share for a period of 10 years, vesting over a period of three
years, on terms and conditions as set out in the Company's 2014
Long Term Incentive Plan and a stock option agreement to be entered
into between the Company company and Mr. Hayes.  The Company has
agreed to issue the stock options relying on exemptions from
registration provided by Section 4(a)(2) and/or Regulation D of the
Securities Act of 1933, as amended.

Mr. Hayes has no family relationships with any other officer or
director of the Company.

                         About Naked Brand

Naked Brand Group Inc. designs, manufactures, and sells men's
innerwear and lounge apparel products in the United States and
Canada.  It offers various innerwear products, including trunks,
briefs, boxer briefs, undershirts, T-shirts, and lounge pants
under the Naked brand, as well as under the NKD sub-brand for men.
The company sells its products to consumers and retailers through
wholesale relationships and direct-to-consumer channel, which
consists of an online e-commerce store, thenakedshop.com.  Naked
Brand Group Inc. is based in New York, New York.

As at July 31, 2014, the Company had not yet achieved profitable
operations and expects to incur significant further losses in the
development of its business, which casts substantial doubt about
the Company's ability to continue as a going concern, the Company
stated in the quarterly report for the period ended July 31, 2014.

The Company's balance sheet at Oct. 31, 2014, showed $3.90 million
in total assets, $18.8 million in total liabilities, and a
$14.8 million stockholders' capital deficit.


NEFF RENTAL: Moody's Affirms B3 CFR & Changes Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Neff
Rental LLC (Neff) to stable from negative and assigned a
Speculative Grade Liquidity (SGL) rating of SGL-3. Concurrently,
Moody's affirmed Neff's Corporate Family Rating (CFR) at B3,
Probability of Default Rating (PDR) at B3-PD, and the senior
secured second lien term loan rating at Caa1.

Rating Rationale

The change to stable outlook reflects Neff's improved leverage
following its recent initial public offering. Similarly, the
affirmation of Neff's B3 CFR reflects its strong revenue growth,
good operating margins, and also benefits from debt repayments from
the recent initial public offering. The $146 million of the net
proceeds from the IPO used to repay debt lowered Debt / EBITDA to
4.4 times from 5.2 times as of LTM ended September 30, 2014
(inclusive of Moody's standard adjustments). Moody's believe Neff's
good diversification in the non-residential construction and
infrastructure end-markets should allow the company to maintain
credit metrics at a level consistent with a B3 CFR even after
considering the likely effects of the decline in demand from the
oil and gas sector.

Factors constraining the B3 rating include a historically
aggressive financial policy under its current sponsors (Wayzata
Investment Partners) and its continued control of Neff post-IPO
through the majority ownership of the voting shares. Moody's views
Neff's special dividends of $330 million paid in June 2014 and $110
million paid in November 2013 as supportive of an aggressive
financial policy and quite large relative to annual revenues of
approximately $360 million as of LTM September 30, 2014. As a
result of these dividends, the company's balance sheet has lagged
the improvement in its overall operations. The rating considers the
company's aggressive equipment purchasing but anticipates
flexibility on the part of management in the event demand slows.

Moody's has affirmed the following ratings:

Issuer: Neff Rental LLC

Corporate Family Rating, B3;

Probability of Default Rating, B3-PD;

Senior secured second lien term loan due 2021, Caa1 (LGD5).

The following ratings have been assigned:

Issuer: Neff Rental LLC

Speculative Grade Liquidity Rating, SGL-3.

The outlook was changed to stable from negative.

The SGL-3 liquidity rating reflects Neff's maintenance of an
adequate liquidity profile over the next twelve to eighteen months,
characterized by largely negative free cash flow generation over
the LTM September 30, 2014 of negative $487 million (after
dividends) and supported by availability anticipated under its $425
million asset-based revolving credit facility. Revolver
availability ($143 million as of September 30, 2014 pro forma for
the IPO sourced debt repayment) will remain an important
consideration to fund the company's anticipated capital
expenditures over the short-term. The ABL revolver contains a
springing total leverage covenant of 5.75 times, with future
step-downs, and a fixed charge coverage covenant of 1 time, both
tested when revolver availability falls below $42.5 million.
Moody's do not expect the company to have to test its covenants
over the next twelve months.

The stable outlook reflects Neff's improved balance sheet following
the debt repayment from proceeds from the company's November 2014
initial public offering and an adequate liquidity profile with
availability under its $425 million ABL revolver. The stable
outlook is also supported by strength in its non-residential
construction and infrastructure end-markets.

Positive ratings traction will remain contingent on the company's
future financial policies given Neff's dividend history. A ratings
upgrade could occur if the company was committed to more
conservatively managing its balance sheet such that Debt / EBITDA
is sustained below 4.5 times and is anticipated to improve
further.

If the company's performance weakens such that leverage is expected
to remain above 5.5 times beyond 2015, the rating may be
downgraded. Likewise, although unlikely as it is now a publicly
traded company, another near-term outsized dividend without
corresponding rapid earnings growth and/or weakening in the
company's equipment utilization could also pressure the rating. An
outsized capital expenditure program that results in meaningfully
higher leverage or lower equipment utilization rates are factors
that could drive a negative ratings outlook.

Neff Rental LLC is a leading equipment rental operator across the
Sun Belt region of the United States. The company is a wholly owned
subsidiary of Neff Holdings LLC headquartered in Miami, Florida.
Total revenues for LTM period ended September 30, 2014 totaled
approximately $360 million.

The principal methodology used in these ratings was Equipment and
Transportation Rental 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.



NEONODE INC: AWM Investment Reports 6.8% Stake as of Dec. 31
------------------------------------------------------------
AWM Investment Company, Inc., disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that as of
Dec. 31, 2014, it beneficially owned 2,768,640 shares of common
stock of Neonode Inc. representing 6.8 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/xhvTnU

                          About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

Neonode reported a net loss of $13.08 million in 2013, a net loss
of $9.28 million in 2012 and a net loss of $17.1 million in 2011.

As of Sept. 30, 2014, the Company had $11.31 million in total
assets, $5.22 million in total liabilities and $6.08 million in
total stockholders' equity.


NET TALK.COM INC: Offering 7 Million Shares Under Option Plan
-------------------------------------------------------------
Net Talk.com Inc. registered with the U.S. Securities and Exchange
Commission 7,000,000 shares of common stock issuable under the
Company's 2012 Stock Option Plan for a proposed maximum aggregate
offering price of $280,000.  A full-text copy of the prospectus is
available at http://is.gd/BnPudt

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.com a net loss of $4.78 million on $6.02 million of net
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $14.71 million on $5.79 million of net revenues in 2012.

As of June 30, 2014, the Company had $5.07 million in total
assets, $12.42 million in total liabilities and a $7.35 million
total stockholders' deficit.

Zachary Salum Auditors P.A., in Miami, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred significant recurring losses from
operations, its total liabilities exceeds its total assets, and is
dependent on outside sources of funding for continuation of its
operations.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


NPS PHARMACEUTICALS: FMR LLC Reports 4.3% Stake as of Dec. 31
-------------------------------------------------------------
FMR LLC and its affiliates disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that as of Feb. 9,
2015, they beneficially owned 4,627,000 shares of common stock of
NPS Pharmaceuticals Inc. representing 4.3 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/6s2JRq

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS Pharmaceuticals reported a net loss of $13.5 million in 2013,
a net loss of $18.7 million in 2012 and a net loss of $36.3
million in 2011.  The Company posted consolidated net loss of
$31.4 million in 2010 and a net loss of $17.9 million in 2009.

The Company's balance sheet at Sept. 30, 2014, showed $282
million in total assets, $151 million in total liabilities and
$131 million in total stockholders' equity.


NPS PHARMACEUTICALS: Vanguard Reports 5.5% Stake as of Dec. 31
--------------------------------------------------------------
The Vanguard Group disclosed in an amended regulatory filing with
the U.S. Securities and Exchange Commission that as of Dec. 31,
2014, it beneficially owned 5,965,074 shares of common stock of
NPS Pharmaceuticals Inc. representing 5.58 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/N3fpny

                      About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS Pharmaceuticals reported a net loss of $13.5 million in 2013,
a net loss of $18.7 million in 2012 and a net loss of $36.3
million in 2011.  The Company posted consolidated net loss of
$31.4 million in 2010 and a net loss of $17.9 million in 2009.

The Company's balance sheet at Sept. 30, 2014, showed $282
million in total assets, $151 million in total liabilities and
$131 million in total stockholders' equity.


NPS PHARMACEUTICALS: Wellington Reports 3.1% Stake as of Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Wellington Management Group LLP and its
affiliates disclosed that as of Jan. 30, 2015, they beneficially
owned 3,304,540 shares of common stock of NPS Pharmaceuticals,
Inc., representing 3.09 percent of the shares outstanding.  A copy
of the regulatory filing is available at http://is.gd/HyOAM6

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS Pharmaceuticals reported a net loss of $13.5 million in 2013,
a net loss of $18.7 million in 2012 and a net loss of $36.3
million in 2011.  The Company posted consolidated net loss of
$31.4 million in 2010 and a net loss of $17.9 million in 2009.

The Company's balance sheet at Sept. 30, 2014, showed $282
million in total assets, $151 million in total liabilities and
$131 million in total stockholders' equity.


NPS PHRAMACEUTICALS: Wells Fargo Reports 5% Stake as of Dec. 31
---------------------------------------------------------------
Wells Fargo & Company disclosed with the U.S. Securities and
Exchange Commission that as of Dec. 31, 2014, it beneficially owned
5,883,894 shares of common stock of NPS Pharmaceuticals Inc.
representing 5.51 percent of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/TE18cH

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS Pharmaceuticals reported a net loss of $13.5 million in 2013,
a net loss of $18.7 million in 2012 and a net loss of $36.3
million in 2011.  The Company posted consolidated net loss of
$31.4 million in 2010 and a net loss of $17.9 million in 2009.

The Company's balance sheet at Sept. 30, 2014, showed $282
million in total assets, $151 million in total liabilities and
$131 million in total stockholders' equity.


ORCAL GEOTHERMAL: Fitch Affirms 'BB' Rating on $165MM Sr. Notes
---------------------------------------------------------------
Fitch Ratings has affirmed OrCal Geothermal LLC's $165 million
senior notes ($50.1 million outstanding) due in 2020 at 'BB'.  The
Rating Outlook was revised to Negative from Stable.

KEY RATING DRIVERS

The rating reflects OrCal's fully contracted revenue with some
susceptibility to index-based price risk and resource production
that is dependent upon ongoing sponsor-funded capital expenditures
(capex).  The Outlook has been revised to Negative due to lower
than expected production that could erode future cash flow.

Production Dependent on Plant Enhancements - Supply Risk: Weaker

OrCal is exposed to the risk of declining geothermal resource
production.  OrCal will continue to rely on capex to maintain plant
efficiency and mitigate production declines.

Fully Contracted Revenue, Limited Price Risk - Revenue Risk:
Midrange

OrCal's capacity is fully contracted with strong counterparties
through debt maturity, significantly reducing revenue risk.
However, there remains some price volatility, as one-third of total
capacity is exposed to Short-Run Avoided Cost (SRAC) energy prices
(tied to natural gas pricing) through debt maturity.

Continued Stable Operations - Operation Risk: Midrange
OrCal has maintained a stable cost profile over the past few years
(not including sponsor-funded capex).  The operator is a subsidiary
of the project sponsor and has significant experience operating
geothermal assets.

Fully-amortizing Debt Structure - Debt Structure: Midrange

OrCal's fully amortizing debt faces no refinancing risk and
contains features typical of project finance structures, such as a
6-month debt service reserve.

Financial Coverage Subject to Resource Declines

OrCal's financial coverage remains exposed to SRAC price
volatility, primarily in 2015 when the Fitch rating case debt
service coverage ratio (DSCR) is expected to approach breakeven.
Over the remaining term of the notes, DSCRs average 1.22x in the
rating case and the profile is vulnerable to deterioration if
production declines are worse than expected.

Peer Comparison

The geothermal assets within Coso Geothermal Holdings, LLC (rated
'C' by Fitch) have suffered substantially greater resource
depletion than Orcal's plants.  CE Generation, LLC's ('BB-'; Stable
Outlook) portfolio has a proportionally larger exposure to variable
SRAC price risk than Orcal and its debt is structurally
subordinated to project-level indebtedness.

RATING SENSITIVITIES

Negative: Cessation of sponsor-funding of capital expenditures for
future plant enhancements.

Negative: DSC in 2015 below Fitch's rating case due to material
deterioration in operating performance, significant rise in
operating costs, or SRAC pricing below projections.

Negative: Annual output below PPA minimum generation levels,
resulting in the payment of liquidated damages.

SECURITY
The senior notes are collateralized by a first-priority lien on the
accounts, revenues, project agreements, real and personal property
of OrCal, and all the equity interests in the project.

CREDIT UPDATE

The Outlook revision reflects a heightened risk to the financial
profile based on lower projected production levels.  Deterioration
below the Fitch rating case due to further production declines,
higher operating costs, or lower SRAC pricing could trigger a
downgrade.

The bulk of capex in 2014 was dedicated to improving overall system
efficiency at the Heber 1 complex.  The plant was projected to
improve output capacity to 44MW but only achieved an average of
36MW for 2014.  Capex in 2015 will continue to focus on plant
enhancements to increase output, and Ormat is expected to provide
funding with equity injections.

Annual production declined by 7.6% from 2013 to 2014 due to a
combination of downtime for repowering of the Herber 1/Gould 1
plants and less than expected output improvements from capex
investments.  Total availability among the Heber plants declined to
89% from recent levels in the 96% range.  Nevertheless, total
revenue increased 7.7% from 2013 levels due to higher SRAC energy
prices.  Expenses grew modestly due to higher maintenance expenses
associated with ongoing Heber 1 enhancements.  As a result, based
on operating cash flow of approximately $16 million, Fitch
calculated a year-end DSCR of 1.12x.

Over the remaining six-year debt term, Fitch's financial analysis
reflects production levels consistent with actual levels in 2014.
Under the Fitch rating case, financial projections consider a
combination of stresses, including a 2.5% annual production
decline, 5% increase in operating expenses, and a low case for SRAC
prices.  In this scenario, DSCRs average 1.22x, with near breakeven
coverage in 2015 when SRAC exposure is at its highest. However, a
steeper than expected production decline would erode cash flow over
the long term, placing emphasis on the importance of adequate
capital expenditures to maintain operational performance.

OrCal is a special-purpose company that was created to acquire the
Heber 1 and Heber 2 geothermal power facilities (the Heber power
plants) located in Imperial County, CA.  OrCal also owns the Gould
1 and Gould 2 plants, and the Heber South power plant, which became
operational in 2008.  OrCal is jointly owned by a tax-equity
investor and Ormat Nevada Inc.  Ormat Nevada is a subsidiary of
Ormat Technologies, Inc., a vertically integrated owner and
developer of geothermal and other recovered energy projects.



OW BUNKER: Committee Taps Hunton & Williams as Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of O.W. Bunker Holding North America, Inc. et al., asks, in
an amended motion, the U.S. Bankruptcy Court for permission to
retain Hunton & Williams LLP as its counsel nunc pro tunc to Nov.
28, 2014.

The Committee requests that Hunton & Williams be compensated on an
hourly basis, plus reimbursement of the actual and necessary
expenses that Hunton & Williams incurs, in accordance with the
ordinary and customary rates which are in effect on the date the
services are rendered, subject to discounts.

Peter S. Partee, Sr. (whose standard hourly rate is $1,020) and
Michael P. Richman (whose standard hourly rate is $1,020) will
invoice the Committee at these discounted hourly rate of $800 for
the duration of the Chapter 11 cases.  All other Hunton &
Williams’ professionals will invoice at a 10% discount from their
standard hourly rates, provided, however, that no Hunton &
Williams’ professional will invoice at an hourly rate greater
than $800.

The current standard and discounted hourly rates, titles and years
of admission to the bar for the attorneys and paralegal at Hunton &
Williams who are expected to have primary responsibility for the
case are:

                                      Agreed          Agreed       
             
Attorney            Standard Rate    Discounted     Discounted
--------            (Nov-Dec 2014)     Rate            Rate
                    -------------  (Nov-Dec 2014)   (Jan. 2015)
                                   --------------   -----------
Peter S. Partee, Sr.,
partner (1992)        $1,020            $800            $800

Michael P. Richman,
partner (1979)        $1,020            $800            $800

Andrew Kamensky,
partner (1997)          $815            $733            $774

Robert A. Rich,
associate (2009)        $595            $535            $567

Constance Andonian,
parelagal               $325            $292            $301

                          About OW Bunker

OW Bunker A/S is a Danish shipping fuel provider.

On Nov. 7, 2014, OW Bunker A/S, which went public in March,
declared bankruptcy and reported two employees at its Singapore
unit to the police following allegations of fraud.  It owes 15
banks a total of about US$750 million.

OW Bunker said on Nov. 5 it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singapore office and poor risk management.  Trading in its shares
was suspended on Nov. 5 and the company said its banks had
refused to provide more credit.

OW Bunker's U.S. businesses, which opened in 2012 as part of its
global expansion, filed for Chapter 11 bankruptcy protection on
Nov. 13, 2014, in the U.S. Bankruptcy Court for the District of
Connecticut.  The U.S. subsidiaries have assets worth as much as
US$50 million and debt of as much as US$100 million.


PHOENIX PAYMENT: Settles Disputes With Former CEO, Investors
------------------------------------------------------------
Phoenix Payment Systems, Inc., has filed a motion seeking court
approval for a deal that would resolve its dispute with its former
chief executive officer.

The deal, if approved, would resolve the company's dispute with
former Phoenix CEO Raymond Moyer, who is also the company's largest
stockholder, over the validity of his claim and the correct number
of his shares of stock in the company.

Under the deal, Mr. Moyer can assert a general unsecured claim of
$100,000, down from the $3.5 million claim he originally wanted.
The claim will be paid pursuant to a Chapter 11 plan approved by a
bankruptcy court.

Both sides also agreed that Mr. Moyer owns more than 5.3 million
shares of Series A preferred stock, 1.9 million shares of Series
B-1 preferred stock, and 167,759 shares of common stock.

As part of the settlement, the former CEO will not challenge
Phoenix's claim that he owes the company more than $3.43 million on
account of a home equity line of credit from The Bancorp Bank
guaranteed by the company.

Phoenix said it sees the settlement as a "necessary step" in
reaching another agreement with a group of investors that includes
Frascella Capital LLC, JEMS Venture Capital LLC and DWF Investments
LLC.

Under the agreement, the investors can assert an $8.25 million
claim against Phoenix, down from the $15 million claim they
originally wanted.  Moreover, Mr. Moyer's distribution on account
of his stock will be reduced by $750,000 for the benefit of
Phoenix's minority stockholders.

Like Mr. Moyer, the investors also agreed to support the
restructuring plan proposed by the company and its official
committee of unsecured creditors, according to court filings.

The U.S. Bankruptcy Court in Delaware will hold a hearing on Feb.
26 to consider approval of the settlement agreements.

                      About Phoenix Payment

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

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

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

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

Judge Mary F. Walrath presides over the case.

The Debtor's attorneys are Richard J. Bernard, Esq., at Foley &
Lardner LLP, in New York; and Mark D. Collins, Esq., Russell
Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A. Terranova,
Esq., at Richards Layton & Finger, P.A., in Wilmington, Delaware.

The Debtor's banker and financial advisor is Raymond James &
Associates, Inc., while Bederson, LLC, is the Debtor's accountant.
PMCM, LLC, provides advisory services and executive leadership to
the Debtor.  The Debtor's claims and noticing agent is Omni
Management Group, LLC.

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

                          *     *     *

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

The Reorganized Debtor Assets will revest in the reorganized debtor
and the remainder, which is a majority of the Debtor's assets,
including the proceeds from the sale, will be transferred to a
liquidating trust for distribution to creditors and stockholders.

The Debtor estimates that it will be able to make an initial
distribution of not less than $27.5 million of cash on the
effective date.  The Debtor estimates that the holders of General
Unsecured Claims, the Frascella Claims and the Schubiger Claims
will receive 90% of the amounts of their claims from the initial
distribution.


PLANDAI BIOTECHNOLOGY: Amends $25-Mil. Common Shares Prospectus
---------------------------------------------------------------
Plandai Biotechnology, Inc., has amended its registration statement
relating to the sale of shares of common stock, par value $0.0001,
having a maximum aggregate offering price of $25,000,000.  The
Company amended the Registration Statement to delay its effective
date.

The Company will pay the expenses incurred in registering the
shares, including legal and accounting fees.

The Company's common stock is currently quoted on the OTC Bulletin
Board, under the symbol "PLPL."  All issued shares of the Company's
common stock carry with them voting rights.  The Company's Articles
of Incorporation do not provide for the issuance of nonvoting
shares.  On Feb. 6, 2015, the last reported sales price per share
of the Company's common stock on the OTC Bulletin Board, was $0.24.
The aggregate market value of the Company's common stock held by
non-affiliates is approximately $23 million based on the closing
price of one share of the Company's common stock on the OTC
Bulletin Board of $0.24 per share on
Feb. 6, 2015.  The Company has sold no shares of the Company's
common stock pursuant to General Instruction I.B.6 of Form S-3
during the twelve-month period preceding the date of this
prospectus.

A full-text copy of the Form S-3/A is available for free at:

                       http://is.gd/HzqTSY

                          About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

Plandai Biotechnology reported a net loss of $15.5 million on
$266,000 of revenues for the year ended June 30, 2014, compared to
a net loss of $2.96 million on $359,000 of revenues for the year
ended June 30, 2013.

"We have historically lost money.  The loss for the fiscal year
ended June 30, 2014 was $15,533,819 and future losses are likely
to
occur.  Accordingly, we may experience significant liquidity and
cash flow problems if we are not able to raise additional capital
as needed and on acceptable terms.  No assurances can be given we
will be successful in reaching or maintaining profitable
operations," Plandai stated in its quarterly reported for the
period ended Sept. 30, 2014.

As of Sept. 30, 2014, the Company had $10.9 million in total
assets, $14.6 million in total liabilities and a $3.69 million
equity allocated to the Company.

Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014.

"The Company has incurred a deficit of approximately $26 million
and has used approximately $44 million of cash due to its
operating activities in the two years ended June 30, 2014.  The
Company may not have adequate readily available resources to fund
operations through June 30, 2015.  This raises substantial doubt
about the Company's ability to continue as a going concern," the
auditors noted.


QUANTUM CORP: Vanguard Group Reports 6% Stake as of Dec. 31
-----------------------------------------------------------
The Vanguard Group disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that as of Dec. 31, 2014, it
beneficially owned 15,435,934 shares of common stock of Quantum
Corporation representing 6.04 percent of the shares outstanding.  A
copy of the regulatory filing is available for free at:

                         http://is.gd/q0ytX8

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

Quantum Corporation incurred a net loss of $21.5 million on
$553 million of total revenue for the year ended March 31,
2014, as compared with a net loss of $52.2 million on $587
million of total revenue for the year ended March 31, 2013.

The Company's balance sheet at Dec. 31, 2014, showed $374 million
in total assets, $451 million in total liabilities and a $76.7
million total stockholders' deficit.


QUANTUM FUEL: Amends Credit Agreement with Bridge Bank
------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., further amended
its credit facility with Bridge Bank, National Association,
pursuant to the terms of a third loan and security modification
agreement.  According to a regulatory filing with the U.S.
Securities and Exchange Commission, the material changes to the
credit facility resulting from the Third Amendment are:

   1. The line of credit was increased from $5 million to $7.5
      million;

   2. The amount of inventory eligible to be included in the
      borrowing base is limited to $2 million;

   3. A fee of 0.15% per annum, payable quarterly in arrears, is
      charged on the average unused portion of the line of credit;

      and

   4. For any period that the outstanding advances on the line of
      credit exceeds $5 million, then the amount of unrestricted
      cash that the Company is required to maintain at Bridge Bank
      increases from $1.5 million to $2 million.

The interest rate on the credit facility, which is a variable rate

at the greater of 3.75% or Bridge Bank's prime rate plus 0.5%, did

not change as a result of the Third Amendment.

A copy of the Third Amendment is available for free at:

                        http://is.gd/x6rmsI

                        About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel reported a net loss attributable to stockholders of
$23.04 million in 2013, a net loss attributable to stockholders of
$30.9 million in 2012 and a net loss attributable to common
stockholders of $38.5 million in 2011.


RADIOSHACK CORP: Asks for Court OK to Pay Retention Bonuses
-----------------------------------------------------------
Andrea Aahles at Star-Telegram reports that RadioShack Corp. is
seeking permission from the Bankruptcy Court to pay up to $3
million in retention bonuses for its top executives and other
"critical employees."

The Star-Telegram says that the Bankruptcy Court has set for March
4, 2015, the hearing on the executive bonuses.  The report adds
that objections to the motion must be filed by Feb. 25, 2015.

The Company, the Star-Telegram relates, has asked the Bankruptcy
Court to let it to set aside $2 million for the executives, ranging
from $88,000 to $650,000 for each, and $1 million for the other
critical employees.  The report says that the executives would
receive the bonus money in three separate payments.

According to the Star-Telegram, the Company said that it has
identified 8 executives and 30 employees who are critical to the
sales and operations of the Company and that the key executives are
necessary to maximize the value of the assets for creditors.  The
Company said in court documents, "[These executives] worked
tirelessly to help negotiate a stalking horse bid, and were further
successful in raising the bid by more than $30 million from the
initial bid.  As this case continues, the [executives] will
continue to provide critical support to the debtors in their highly
complex, multi-party negotiations with potential buyers and current
lenders."

                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 Corporation (Bankr. D. Del. Case No. 15-10197) and
affiliates Atlantic Retail Ventures, Inc. (Bankr. D. Del. Case No.
15-10199), Ignition L.P. (Bankr. D. Del. Case No. 15-10200), ITC
Services, Inc. (Bankr. D. Del. Case No. 15-10201), Merchandising
Support Services, Inc. (Bankr. D. Del. Case No. 15-10202),
RadioShack Customer Service LLC (Bankr. D. Del. Case No.
15-10203), RadioShack Global Sourcing Corporation (Bankr. D. Del.
Case No. 15-10204), RadioShack Global Sourcing Limited Partnership
(Bankr. D. Del. Case No. 15-10206), RadioShack Global Sourcing,
Inc. (Bankr. D. Del. Case No. 15-10207), RS Ig Holdings
Incorporated (Bankr. D. Del. Case No. 15-10208), RSIgnite, LLC
(Bankr. D. Del. Case No. 15-10209), SCK, Inc. (Bankr. D. Del. Case
No. 15-10210), Tandy Finance Corporation (Bankr. D. Del. Case No.
15-10211), Tandy Holdings, Inc. (Bankr. D. Del. Case No. 15-10212),
Tandy International Corporation (Bankr. D. Del. Case No. 15-10213),
TE Electronics LP (Bankr. D. Del. Case No. 15-10214), Trade and
Save LLC (Bankr. D. Del. Case No. 15-10215), and TRS Quality, Inc.
(Bankr. D. Del. Case No. 15-10217) filed separate Chapter 11
bankruptcy petitions on Feb. 5, 2015.  The petitions were signed by
Joseph C. Maggnacca, chief executive officer.  Judge Kevin J. Carey
presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.  David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and
John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as
co-counsel.  Carlin Adrianopoli at FTI Consulting, Inc., is the
Debtors' restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate advisor.  Prime Clerk is the Debtors' claims and noticing
agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

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.


RADIOSHACK CORP: Feb. 20 Final Hearing on Hilco JV Agreement
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
RadioShack Corp., et al., interim authority to assume the
consulting agreement with Hilco Merchant Resources, LLC, Gordon
Brothers Retail Partners, LLC, and Tiger Capital Group, LLC, so
that the Debtors and the joint venture can continue and conduct
store closings.

On Feb. 20, 2015, at 9:00 a.m. (prevailing Eastern time), a hearing
will be held to consider the store closing request on a final
basis.  All objections, if any, must be received on or before Feb.
17.

The Interim Order provides that on and after the Petition Date, the
Debtors will comply with the terms of the applicable wireless
carrier contracts dealing with the sale and/or activation of mobile
devices, including, without limitation, compliance with all
federal, state and local laws, rules and regulations.

                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 Corporation (Bankr. D. Del. Case No. 15-10197) and
affiliates Atlantic Retail Ventures, Inc. (Bankr. D. Del. Case No.
15-10199), Ignition L.P. (Bankr. D. Del. Case No. 15-10200), ITC
Services, Inc. (Bankr. D. Del. Case No. 15-10201), Merchandising
Support Services, Inc. (Bankr. D. Del. Case No. 15-10202),
RadioShack Customer Service LLC (Bankr. D. Del. Case No. 15-10203),
RadioShack Global Sourcing Corporation (Bankr. D. Del. Case No.
15-10204), RadioShack Global Sourcing Limited Partnership (Bankr.
D. Del. Case No. 15-10206), RadioShack Global Sourcing, Inc.
(Bankr. D. Del. Case No. 15-10207), RS Ig Holdings Incorporated
(Bankr. D. Del. Case No. 15-10208), RSIgnite, LLC (Bankr. D. Del.
Case No. 15-10209), SCK, Inc. (Bankr. D. Del. Case No. 15-10210),
Tandy Finance Corporation (Bankr. D. Del. Case No. 15-10211), Tandy
Holdings, Inc. (Bankr. D. Del. Case No. 15-10212), Tandy
International Corporation (Bankr. D. Del. Case No. 15-10213), TE
Electronics LP (Bankr. D. Del. Case No. 15-10214), Trade and Save
LLC (Bankr. D. Del. Case No. 15-10215), and TRS Quality, Inc.
(Bankr. D. Del. Case No. 15-10217) filed separate Chapter 11
bankruptcy petitions on Feb. 5, 2015.  The petitions were signed by
Joseph C. Maggnacca, chief executive officer.  Judge Kevin J. Carey
presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

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.


RADIOSHACK CORP: Final DIP Hearing Set for Feb. 20
--------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware will convene a hearing on Feb. 20, 2015, at 9:00 a.m.,
to consider final approval of Radioshack Corp., et al.'s request
obtain postpetition financing.  Objections to the final approval of
the DIP financing request must be submitted on or before Feb. 17.

Judge Carey, on Feb. 10, gave the Debtors interim authority to
obtain New Money Loans in the aggregate amount of up to $10 million
and letters of credit in an aggregate amount of up to $15 million.

Upon entry of the final order, the Debtors will have access to an
aggregate amount up to $285,334,031 comprised of (a) up to $20
million in respect of New Money Loans, (b) letters of credit of up
to $15 million, and (c) a dollar-for-dollar roll-up of up to
$250,334,031 in respect of outstanding loan and letter of credit
and related obligations under the Prepetition ABL Credit
Agreement.

Cantor Fitzgerald Securities serves as administrative and
collateral agent in connection with the DIP Facility, which accrues
interest at (i) LIBOR plus 6.50% (with a LIBOR floor of 1.00%); and
(ii) Base Rate plus 5.50%.

Judge Carey also gave the Debtors interim authority to use cash
collateral securing their prepetition indebtedness.  As of the
Petition Date, the outstanding amount under the Debtors'
prepetition liabilities consist of the following:

   2013 Credit Agreement         $215 million
   2013 Term Loan                $250 million
   2019 Notes                    $330 million

Several parties objected to the interim approval of the DIP and
cash collateral motion but these objections were overruled to the
extent they were not resolved or withdrawn.

Among those who objected was Wilmington Trust, National
Association, as indenture trustee, which complained that the DIP
Motion seeks to implement -- an on unjustifiably expedited basis --
several questionable measures that may irreparably harm the
interests of unsecured creditors before an unsecured creditors'
committee has even been formed.

Cerberus Levered Loan Opportunities Fund II, L.P., Cerberus NJ
Credit Opportunities Fund, L.P., and Cerberus ASRS Holdings LLC, as
lenders, asserted that the DIP Motion cannot be approved because
the Debtors have failed to carry their burden to show that approval
of the DIP Facility is "necessary to avoid immediate and
irreparable harm to the estate" as the Debtors' cash flow
projections show that they have sufficient cash collateral to fund
their projected working capital needs.  Cerberus also accuses
Standard General L.P., a DIP Lender and the Debtors' stalking horse
bidder, of being an "insider," which Standard General refutes,
pointing out that neither it and its affiliates is a director,
officer, or general partner of RadioShack, or that any of the
Debtors is a general partner of Standard General or its affiliates.
Standard General said it does not dispute that it saw -- and still
sees -- potential in RadioShack and backed that vision by stepping
in with essential financing and liquidity.

Cellco Partnership d/b/a Verizon Wireless filed a preliminary
objection to ensure that the financing does not in any way impair,
subordinate or affect rights, remedies, claims, security interests
or defenses VZW may have under its contract with the Debtors, the
Bankruptcy Code or applicable non-bankruptcy law.  To resolve
Cellco's objection, the Interim DIP Order provides that the DIP
Order nor the DIP Financing Documents do not subordinate, diminish,
impair or affect any rights, remedies, claims or defenses that
Cellco, Sprint Nextel Corporation or AT&T Inc. may have under
agreements with the Debtors, the Bankruptcy Code, applicable
non-bankruptcy law, or otherwise, and all their wireless carrier
rights are preserved.

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

Wilmington Trust is represented by:

         Mark R. Somerstein, Esq.
         ROPES & GRAY LLP
         1211 Avenue of the Americas
         New York, NY 10036-8704
         Tel: (212) 596-9000
         Fax: (212) 596-9090
         Email: mark.somerstein@ropesgray.com

            -- and --

         Christopher A. Ward, Esq.
         Justin K. Edelson, Esq.
         POLSINELLI PC
         222 Delaware Avenue, Suite 1101
         Wilmington, DE 19801
         Tel: (302) 252-0920
         Fax: (302) 252-0921
         E-mail: cward@polsinelli.com
                 jedelson@polsinelli.com

Cellco Partnership is represented by:

         Regina Stango Kelbon, Esq.
         Alan M. Root, Esq.
         BLANK ROME LLP
         1201 North Market Street, Suite 800
         Wilmington, DE 19801
         Tel: (302) 425-6400
         Fax: (302) 425-6464
         Email: Kelbon@BlankRome.com
                Root@BlankRome.com

Cerberus is represented by:

         Adam G. Landis, Esq.
         Kerri K. Mumford, Esq.
         LANDIS RATH & COBB LLP
         919 North Market Street, Suite 1800
         Wilmington, DE 19801
         Tel: (302) 467-4400
         Email: landis@lrclaw.com
                mumford@lrclaw.com

            -- and --

         Adam C. Harris, Esq.
         David M. Hillman, Esq.
         Brian C. Tong, Esq.
         SCHULTE ROTH & ZABEL LLP
         919 Third Avenue
         New York, NY 10022
         Tel: (212) 756-2000
         Fax: (212) 593-5955
         Email: adam.harris@srz.com
                david.hillman@srz.com
                brian.tong@srz.com

Standard General is represented by:

         Robert J. Dehney, Esq.
         Gregory W. Werkheiser, Esq.
         Matthew B. Harvey, Esq.
         MORRIS, NICHOLS, ARSHT & TUNNELL LLP
         1201 North Market Street, Suite 1600
         Wilmington, DE 19801
         Tel: (302) 658-9200
         Fax: (302) 658-3989
         Email: rdehney@mnat.com
                gwerkheiser@mnat.com
                mharvey@mnat.com

            -- and --
  
         Richard F. Hahn, Esq.
         Shannon R. Selden, Esq.
         DEBEVOISE & PLIMPTON LLP
         919 Third Avenue
         New York, NY 10022
         Tel: (212) 909-6000
         Fax: (212) 909-6836
         Email: rfhahn@debevoise.com
                srselden@debevoise.com

            -- and --
  
         Gregg M. Galardi, Esq.
         DLA PIPER
         1251 Avenue of the Americas
         New York, NY 10020-1104
         Tel: (212) 335-4500
         Fax: (212) 335-4501
         Email: gregg.galardi@dlapiper.com

                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 Corporation (Bankr. D. Del. Case No. 15-10197) and
affiliates Atlantic Retail Ventures, Inc. (Bankr. D. Del. Case No.
15-10199), Ignition L.P. (Bankr. D. Del. Case No. 15-10200), ITC
Services, Inc. (Bankr. D. Del. Case No. 15-10201), Merchandising
Support Services, Inc. (Bankr. D. Del. Case No. 15-10202),
RadioShack Customer Service LLC (Bankr. D. Del. Case No. 15-10203),
RadioShack Global Sourcing Corporation (Bankr. D. Del. Case No.
15-10204), RadioShack Global Sourcing Limited Partnership (Bankr.
D. Del. Case No. 15-10206), RadioShack Global Sourcing, Inc.
(Bankr. D. Del. Case No. 15-10207), RS Ig Holdings Incorporated
(Bankr. D. Del. Case No. 15-10208), RSIgnite, LLC (Bankr. D. Del.
Case No. 15-10209), SCK, Inc. (Bankr. D. Del. Case No. 15-10210),
Tandy Finance Corporation (Bankr. D. Del. Case No. 15-10211), Tandy
Holdings, Inc. (Bankr. D. Del. Case No. 15-10212), Tandy
International Corporation (Bankr. D. Del. Case No. 15-10213), TE
Electronics LP (Bankr. D. Del. Case No. 15-10214), Trade and Save
LLC (Bankr. D. Del. Case No. 15-10215), and TRS Quality, Inc.
(Bankr. D. Del. Case No. 15-10217) filed separate Chapter 11
bankruptcy petitions on Feb. 5, 2015.  The petitions were signed by
Joseph C. Maggnacca, chief executive officer.  Judge Kevin J. Carey
presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

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.


RADIOSHACK CORP: Proposes to Sell 2,400 Stores to Lender
--------------------------------------------------------
RadioShack Corporation, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to market and sell
the balance of their business and  assets through an approximate
45-day section 363 asset sale process, which process will include
a stalking horse going concern bid from an affiliate of Standard
General for approximately 1,500 to 2,400 stores and other assets
but not the entirety of the Debtors' assets.

The Debtors have negotiated the terms of a stalking horse asset
purchase agreement with General Wireless Inc., an acquisition
entity formed by Standard General.  The purchase price will consist
of cash in the amount of the cash consideration and a credit
against the amount of debt under Standard General's credit
facilities.  The APA provides that "cash consideration" means (i)
an amount equal to $3,000 multiplied by the number of acquired
stores, plus (ii) the amount by which the amount of the estimated
credit bid consideration exceeds the amount of debt under the
credit facilities held by Standard General at the closing.  Prior
to the Petition Date, the lenders under the five-year, $585 million
asset-based credit agreement sold all their interests to General
Retail Holdings L.P., whose general partner is an affiliate of
Standard General.

Under the Stalking Horse APA, the Debtors will be required to pay
to the Stalking Horse Purchaser a Break-Up Fee in the amount of
$6,000,000 and reimburse the Stalking Horse Purchaser for its
reasonable and documented costs, fees and expenses.  In  no event
will the aggregate amount of the Break-Up Fee and the Expense
Reimbursement  Amount exceed $8,000,000.

The Stalking Horse Purchaser has the right to terminate the
Stalking Horse APA if the Bidding Procedures Order is not entered
by February 19, 2015 and the Sale Order by March 22, 2015.
Further, the Debtors and the Stalking Horse Purchaser each have the
right to  terminate the Stalking Horse APA if the sale has not been
consummated by March 31, 2015.

The Debtors propose for an auction to take place on March 16.

                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 Corporation (Bankr. D. Del. Case No. 15-10197) and
affiliates Atlantic Retail Ventures, Inc. (Bankr. D. Del. Case No.
15-10199), Ignition L.P. (Bankr. D. Del. Case No. 15-10200), ITC
Services, Inc. (Bankr. D. Del. Case No. 15-10201), Merchandising
Support Services, Inc. (Bankr. D. Del. Case No. 15-10202),
RadioShack Customer Service LLC (Bankr. D. Del. Case No. 15-10203),
RadioShack Global Sourcing Corporation (Bankr. D. Del. Case No.
15-10204), RadioShack Global Sourcing Limited Partnership (Bankr.
D. Del. Case No. 15-10206), RadioShack Global Sourcing, Inc.
(Bankr. D. Del. Case No. 15-10207), RS Ig Holdings Incorporated
(Bankr. D. Del. Case No. 15-10208), RSIgnite, LLC (Bankr. D. Del.
Case No. 15-10209), SCK, Inc. (Bankr. D. Del. Case No. 15-10210),
Tandy Finance Corporation (Bankr. D. Del. Case No. 15-10211), Tandy
Holdings, Inc. (Bankr. D. Del. Case No. 15-10212), Tandy
International Corporation (Bankr. D. Del. Case No. 15-10213), TE
Electronics LP (Bankr. D. Del. Case No. 15-10214), Trade and Save
LLC (Bankr. D. Del. Case No. 15-10215), and TRS Quality, Inc.
(Bankr. D. Del. Case No. 15-10217) filed separate Chapter 11
bankruptcy petitions on Feb. 5, 2015.  The petitions were signed by
Joseph C. Maggnacca, chief executive officer.  Judge Kevin J. Carey
presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

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.


RADIOSHACK CORP: Wants to Sell Overseas Assets
----------------------------------------------
Anne D'Innocenzio and Michelle Chapman at The Associated Press
report that Radioshack Corp. is also in talks about selling all of
its remaining overseas assets.  According to the report, the
Company said that it wants to sell its more than 1,000 dealer
franchise stores in 25 countries, stores operated by its Mexican
subsidiary, and operations in Asia operations, which are not
included in the Chapter 11 filing.

The AP relates that the sale deal with Sprint is expected to be
wrapped up in the coming months, but other parties could bid for
the Company's stores in the bankruptcy process.

Steven Church and Lisa Sandler at Bloomberg News report that the
Company has won provisional bankruptcy court approval for a loan to
help fund store closings.  The Company agreed to cap its temporary
borrowing at $10 million, Bloomberg News states, citing Greg
Gordon, Esq., the attorney for the Company.  The report adds that
the Company will return to court on Feb. 13 to seek final approval
for the loan and the store-closing program.

The Company, according to The AP, is seeking the Bankruptcy Court's
authorization to keep paying employees, honor customer programs,
and keep operating as it restructures.

                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 Corporation (Bankr. D. Del. Case No. 15-10197) and
affiliates Atlantic Retail Ventures, Inc. (Bankr. D. Del. Case No.
15-10199), Ignition L.P. (Bankr. D. Del. Case No. 15-10200), ITC
Services, Inc. (Bankr. D. Del. Case No. 15-10201), Merchandising
Support Services, Inc. (Bankr. D. Del. Case No. 15-10202),
RadioShack Customer Service LLC (Bankr. D. Del. Case No.
15-10203), RadioShack Global Sourcing Corporation (Bankr. D. Del.
Case No. 15-10204), RadioShack Global Sourcing Limited Partnership
(Bankr. D. Del. Case No. 15-10206), RadioShack Global Sourcing,
Inc. (Bankr. D. Del. Case No. 15-10207), RS Ig Holdings
Incorporated (Bankr. D. Del. Case No. 15-10208), RSIgnite, LLC
(Bankr. D. Del. Case No. 15-10209), SCK, Inc. (Bankr. D. Del. Case
No. 15-10210), Tandy Finance Corporation (Bankr. D. Del. Case No.
15-10211), Tandy Holdings, Inc. (Bankr. D. Del. Case No. 15-10212),
Tandy International Corporation (Bankr. D. Del. Case No. 15-10213),
TE Electronics LP (Bankr. D. Del. Case No. 15-10214), Trade and
Save LLC (Bankr. D. Del. Case No. 15-10215), and TRS Quality, Inc.
(Bankr. D. Del. Case No. 15-10217) filed separate Chapter 11
bankruptcy petitions on Feb. 5, 2015.  The petitions were signed by
Joseph C. Maggnacca, chief executive officer.  Judge Kevin J. Carey
presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.  David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and
John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as
co-counsel.  Carlin Adrianopoli at FTI Consulting, Inc., is the
Debtors' restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate advisor.  Prime Clerk is the Debtors' claims and noticing
agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

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.


RESIDENTIAL CAPITAL: Court Rejects Harris' $5MM Claim
-----------------------------------------------------
Bankruptcy Judge Martin Glenn sustained the objection to -- and
expunged -- proof of claim no. 2536 filed by Stephanie Harris
against Residential Capital, LLC in the amount of $5 million.  

The claim is premised on two allegedly wrongful foreclosures
commenced with respect to a loan secured by real property located
at 1525 Lenox Avenue, Unit 2, Miami Beach, Florida 33139.  Debtor
GMAC Mortgage, LLC was the servicer of the Loan when these
foreclosure proceedings were commenced in 2008 and 2012. GMACM
initiated both foreclosure proceedings naming the Trustee of the
wrong securitization trust as the plaintiff. Harris filed a chapter
7 bankruptcy case in January 2010 without scheduling any claims
against the Debtors; she received a chapter 7 discharge in February
2011. After GMACM commenced the second foreclosure action in 2012,
Harris timely filed her Claim against ResCap on November 6, 2012,
premised on alleged claims for wrongful foreclosure and tortious
interference with business relationships. In February 2013, Harris
filed a chapter 13 bankruptcy case, which remains pending.

The ResCap Borrower Claims Trust objects to the Claim.

The Court concludes that Harris is judicially estopped from
asserting claims accruing before the date she filed for chapter 7
relief and has not otherwise met her burden of establishing the
validity of her Claim against any Debtor.

A copy of the Court's February 11, 2015 Memorandum Opinion and
Order is available at http://is.gd/Rtrirdfrom Leagle.com.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


RESIDENTIAL CAPITAL: Trust Demands $350MM in Coverage from Insurers
-------------------------------------------------------------------
Law360 reported that the liquidating trust left behind by
Residential Capital LLC and two groups of mortgage borrowers who
settled claims with the ResCap sued a dozen insurers in New York
bankruptcy court, claiming that the carriers are refusing to cover
over $350 million in settlement costs.

According to the report, the adversary suit claims the insurers,
including Lloyd's of London, Twin City Fire Insurance Co. and Swiss
Re International SE, broke their contracts by failing to pay for
settlements and legal fees and acted in bad faith.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.




RETROPHIN INC: Stockholders Okays Stock Options Issuance
--------------------------------------------------------
At a special meeting held on Feb. 3, 2015, Retrophin, Inc.'s
stockholders ratified the Company's prior issuance of stock options
to purchase 1,928,000 shares of common stock and 230,000 restricted
shares of common stock granted to employees between Feb. 24, 2014,
and Aug. 18, 2014, in order to allow the Company to regain
compliance with those Nasdaq Listing Rules.

Immediately following the approval of the Proposal, the Board of
Directors of the Company approved an amendment to the 2014
Incentive Compensation Plan to reduce the number of shares of
common stock reserved for issuance under the 2014 Plan by 75,000
shares.  The Pool Reduction is part of the Company's plan, approved
by The Nasdaq Stock Market LLC, to regain compliance with the
Nasdaq Listing Rules.

The Board also adopted an amendment to the Company's Amended and
Restated Bylaws to add a new Article IX to the Bylaws, according to
a regulatory filing with the U.S. Securities and Exchange
Commission.  

The new provision provides that, unless the Company consents in
writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware shall be the sole and exclusive
forum for (i) any derivative action or proceeding brought on behalf
of the Company, (ii) any action asserting a claim of breach of a
fiduciary duty owed by any director, officer or other employee of
the Company to the Company or the Company's stockholders, (iii) any
action asserting a claim against the Company arising pursuant to
any provision of the Delaware General Corporation Law, the
certificate of incorporation or the bylaws of the Company, or (iv)
any action asserting a claim governed by the internal affairs
doctrine.  The provision further provides that any person or entity
purchasing or otherwise acquiring any interest in shares of capital
stock of the Company shall be deemed to have notice of and
consented to the provision.

                           About Retrophin

Retrophin, Inc., develops, acquires and commercializes therapies
for the treatment of serious, catastrophic or rare diseases.  The
Company offers Chenodal(R), a treatment for gallstones;
Vecamyl(R), a treatment for moderately severe to severe essential
hypertension and uncomplicated cases of malignant hypertension;
and Thiola, for the prevention of kidney stone formation in
patients with severe homozygous cystinuria.

The Company's balance sheet at Sept. 30, 2014, showed $146 million
in total assets, $156 million in total liabilities, and a
stockholders' deficit of $10.2 million.

"Management believes that the Company will continue to incur losses
for the immediate future.  For the nine months ended Sept. 30,
2014, the Company has generated revenue and is trying to achieve
positive cash flow from operations.  The Company's future depends
on the costs, timing, and outcome of regulatory reviews of its
product candidates, ongoing research and development, the funding
of planned or potential acquisitions, other planned operating
activities, and the costs of commercialization activities,
including ongoing, product marketing, sales and distribution.  The
Company expects to finance its cash needs from results of
operations and depending on the results of operations, the Company
may need additional private and public equity offerings and debt
financings, corporate collaboration and licensing arrangements and
grants from patient advocacy groups, foundations and government
agencies.  Although management believes that the Company has access
to capital resources, there are no commitments for financing in
place at this time, nor can management provide any assurance that
such financing will be available on commercially acceptable terms,
if at all.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern," according to the
quarterly report for the period ended Sept. 30, 2014.


RITE AID: Moody's Puts B2 CFR on Review for Downgrade
-----------------------------------------------------
Moody's Investor Service placed the long term ratings of Rite Aid
Corporation on review for downgrade; including its B2 Corporate
Family Rating. At the same time, Rite Aid's Speculative Grade
Liquidity rating of SGL-2 was affirmed. The review for downgrade
was initiated following Rite Aid's announcement that it was
acquiring Envision Pharmaceutical Holdings, Inc. (B3 stable) from
TPG for $2 billion of which $1.8 billion will be financed with
incremental debt. The transaction is expected to close in four to
seven months.

The following ratings are placed on review for downgrade:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $3.7 billion asset based revolving credit facility (upsized from

  $1.175 billion) at Ba3, LGD 2

  $650 million senior secured first lien notes due 2020 at Ba3,
LGD2

  $500 million senior secured second lien term loan due 2021 at
B2,LGD 4

  $470 million senior secured second lien term loan due 2020 at B2,
LGD 4

  Guaranteed senior unsecured notes at Caa1,LGD 5

  Unguaranteed unsecured notes at Caa1, LGD 6

The following rating is affirmed:

  Speculative Grade Liquidity rating at SGL-2

Ratings Rationale

The review for downgrade acknowledges that Rite Aid's debt will
significantly increase from $5.9 billion currently to about $7.7
billion following the close of the acquisition. This will result in
debt to EBITDA approaching 7.0 times, a level which Moody's has
noted would trigger a potential downgrade. The review for downgrade
also reflects Rite Aid's history of making a challenging
acquisition (Eckerd) which significantly disrupted its operating
performance. It also reflects Envision's recent acquisition of
MedTrak and the potential for Envision to pursue further
acquisitions to add scale. Moody's is concerned that Rite Aid's
management may lose its focus on continuing the momentum of the
improvement in its core retail pharmacy as a result of time spent
on acquisitions and the growth plan for Envision.

The review for downgrade will focus on Rite Aid's going forward
business strategies including growth plans, acquisition appetite,
and plans to address the patent expiration of Follistim, a
fertility drug which Envision exclusively markets for Merck. The
review for downgrade will also consider the market share and
competitive profile of Envision as well as Rite Aid's capital
structure, projected credit metrics, and future financial policies.
Upon conclusion of the review, Moody's anticipates any potential
downgrade of the Corporate Family Rating to be limited to one
notch.

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

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania,
operates nearly 4,600 drug stores in 31 states and the District of
Columbia. Revenues are about $26 billion. Envision Pharmaceutical
Services, headquartered in Twinsburg, Ohio, is a full-service
pharmacy benefit management company. Annual revenues are about $5
billion.



RITE AID: Vanguard Group Reports 6.4% Equity Stake as of Dec. 31
----------------------------------------------------------------
The Vanguard Group disclosed with the U.S. Securities and Exchange
Commission that it beneficially owned 63,562,153 shares of common
stock of Rite Aid Corp representing 6.47 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/VD4Bmv

                       About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- is a drugstore chain based in Camp
Hill, Pennsylvania.

Rite Aid disclosed net income of $118 million on $25.4 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $369 million on $26.1 billion of revenue for the
year ended March 2, 2012.

As of Nov. 29, 2014, the Company had $7.18 billion in assets, $8.97
billion in liabilities, and a $1.79 billion stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid Corp., including
the corporate credit rating, which S&P raised to 'B' from 'B-'.

In the April 21, 2014, edition of the TCR, Fitch Ratings has
upgraded its ratings on Rite Aid Corporation (Rite Aid), including
its Issuer Default Rating (IDR) to 'B' from 'B-'.  The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over the past 24
months.


RIVER GLEN: Court Quashes LPP Mortgage's Plan Challenge
-------------------------------------------------------
River Glen Land Partnership, aka River Glen Land Partners, filed
its Plan of Reorganization on January 8, 2015, along with the
Disclosure Statement, with the Bankruptcy Court for the Eastern
District of Tennessee.

The Plan provides for six classes:

     -- Class 1 consists of the secured claim of First Peoples Bank
to be paid in quarterly payments of $1,818.00 beginning on June 30,
2015, at 4.25% interest, with a maturity date of the tenth
anniversary of the plan's Effective Date.

     -- Class 2 consists of LPP Mortgage's claim, bifurcated into
two components. The first component, in the amount of $331,464.42,
represents principal, pre-petition fees, expenses, and charges, and
is to be paid in quarterly installments of $6,226.00 beginning on
June 30, 2015, at 4.25% interest, with a final payment on the tenth
anniversary of the Effective Date. The second component, in the
amount of $146,066.51, represents pre-petition interest and is to
be paid in monthly installments of $608.00, beginning on June 30,
2015, until the tenth anniversary of the Effective Date. At that
time, a balloon payment will be made to pay the balance of LPP
Mortgage's secured claim.

     -- Class 3 consists of unsecured claims in amounts of
$5,000.00 or less to be paid a pro rata share from a monthly
payment of $415.28 beginning on June 30, 2015, and continuing for
thirty-six months. This class will receive a total of $14,950.00
without interest.

     -- Class 4 consists of unsecured claims in amounts greater
than $5,000.00 to be paid a pro rata share from a monthly payment
of $2,108.33 beginning on July 30, 2018, and continuing through
June 30, 2023. This class will receive a total of $126,500.00
without interest.

     -- Class 5 consists of the claim of Kramer Rayson LLP in the
amount of $72,500.00 to be paid in monthly installments of
$2,157.00 beginning on June 30, 2015, plus 4.25% interest.

     -- Class 6 consists of the equity security holders, each of
whom will receive no distribution under the plan but will retain
his or her pre-petition interest.

LPP Mortgage -- which is a secured creditor by virtue of a Note
executed by a former partner of the Debtor in the amount of
$250,000 -- argues that the Debtor's proposed plan is not
confirmable as a matter of law because it was not proposed in good
faith under 11 U.S.C. Sec. 1129(a)(3) in that it violates the
provisions of Sec. 506(a) by bifurcating LPP Mortgage's claim, it
does not satisfy Sec. 1129(a)(7) because creditors would receive
more in a liquidation than they will receive under the proposed
plan, and it is not feasible as required by Sec. 1129(a)(11). LPP
Mortgage also argues that the proposed interest rate does not
reflect a market rate and that the balloon payment at the end of
the payment schedule is unreasonable.

The Note is secured by a Deed of Trust through which the Debtor's
former partner and current majority partner, William J. Graves,
granted a security interest in approximately 182 acres located at
1839 London Road, New Market, Jefferson County, Tennessee, known as
River Glen Equestrian Park.  LPP Mortgage filed a proof of claim in
the amount of $476,530.93, and holds a security interest in the
Park Property junior to First Peoples Bank's claim of $95,593.48.
The Note to LPP Mortgage matures on July 1, 2015.

LPP Mortgage's own appraiser, Valbridge Property Advisors, assigned
a $700,000 value in January 2014.  The county's tax assessment
value for the property is $1,335,800.

In a February 11, 2015 Memorandum, reported elsewhere in today's
Troubled Company Reporter, the Bankruptcy Court rejected various
requests by LPP Mortgage to advance its interests against the
estate, and stopped short of confirming the Plan.

"Without making a determination as to whether the Plan of
Reorganization may, in fact, bifurcate LPP Mortgage's claim, such
an attempt is not, on its face, evidence of bad faith, nor does it
render a plan patently unconfirmable. If LPP Mortgage is
dissatisfied with its treatment under the proposed plan, or
believes that its proposed treatment is unfair and inequitable, it
may reject the plan and object to confirmation at that stage;
however, such proposed treatment does not prove that a plan was
proposed in bad faith or that it has no reasonable expectation of
being confirmed. The same is true for LPP Mortgage's argument that
the proposed 4.25% interest rate is inadequate," Bankruptcy Judge
Suzanne H. Bauknight said.

The Court also noted that no evidence was presented by either LPP
Mortgage or the Debtor concerning the present versus future value
of LPP Mortgage's claim within the context of the best-interests
test or the appropriate interest rate adjustment required in making
such a determination.

"Without making any determination as to what would be an
appropriate interest rate adjustment in order to find the value of
LPP Mortgage's claim if paid under the proposed plan versus being
paid at liquidation, the court can determine that the Plan of
Reorganization is not unconfirmable on its face for not satisfying
the requirements of Sec. 1129(a)(7)," the Judge said.

The Debtor's November 2013 Monthly Operating Report, introduced
into evidence at the hearing on the lender's bid for stay relief,
evidences total assets of $1,421,048.  This total includes Debtor's
valuation of the Park Property at $1,335,800.00, instead of
$700,000.

"Based upon that total, after deducting the $95,593.48 first
mortgage to First Peoples Bank and the $476,530.93 second mortgage
to LPP Mortgage, and using LPP Mortgage's $700,000.00 valuation for
the Park Property rather than Debtor's scheduled value, although
liquidation would result in payment in full of the mortgages owed
to First Peoples Bank and LPP Mortgage, it would result in payment
of only $213,123.59 to unsecured creditors included in Classes 3,
4, and 5, who will receive a minimum combined amount of $213,950.00
under the proposed plan. Accordingly, the court cannot find, based
upon the record before it, that the proposed Plan of Reorganization
fails to meet the requirements of [Sec.] 1129(a)(7)," the Court
said.

The Court also made initial scrutiny as to the Plan's feasibility.
LPP Mortgage argues that the Plan is not feasible based on the
losses and deterioration of cash shown in the monthly operating
reports, all occurring while the Debtor was making no debt-service
payments. LPP Mortgage also questions the budget, which anticipates
increased revenues but decreased expenses and operating costs.

The Court noted that the Debtor's Statement of Income and Expense
for 2014 horse trials reflects an average gross profit of
$22,708.504 for each of the four shows with an average cost to
produce each show totaling $47,418.75.  The combined expenses
associated with the 2014 horse trials totaled $189,675, of which
$29,845 was for course design and maintenance and an additional
$19,459 was for refunds.

In addition to the horse trial expenses, the Debtor incurred
$122,588 for general operating expenses in 2014, of which $24,150
was for legal fees paid to the Debtor's bankruptcy counsel.  The
record, however, does not reflect Debtor's additional 2014 income
from sources other than the four horse trials.

James Burke Wallace, the Debtor's accountant, testified that he
prepared the 2014 income and expense reports as well as the 10-year
projections. He explained that the Debtor should have lower costs
to produce the shows in 2015 than in 2014 because there will be no
course design or course maintenance fees and no refunds for
over-booked shows and because the Debtor anticipates reducing judge
fees and travel expenses to the extent possible. Such anticipated
cost reductions (along with a few other anticipated reductions
deemed immaterial) result in a projected 2015 total cost to produce
the horse trials at $138,000, down from $189,675 in 2014.  Mr.
Wallace projected expenses to remain constant throughout the life
of Debtor's proposed plan, stating that with the 2014 updates to
the courses, he does not anticipate any further need to upgrade or
spend the discretionary expenses as in 2014.

As for income projections, Mr. Wallace testified that the total
2015 gross profit from shows is projected to be higher, in part,
because the April show is not scheduled for Easter weekend as it
had been in 2014, which resulted in substantially reduced entries.
Further, Mr. Wallace's projections reflect higher income for the
June 2015 show because 2014 was the first year for the June show,
and a first-show historically has fewer entrants than in subsequent
years. Finally as to increased anticipated gross revenues, the
Debtor intends to add to its future schedule of events a dressage
show and a schooling show, with associated, anticipated, combined
revenues totaling $10,000.

The Debtor's proposed 10-year figures for 2015-2024, attached to
the Disclosure Statement, reflect gross profits in the amount of
$167,100.00 for each year, with ending cash flow of $18,204.00 for
2015, $14,232.00 for 2016, $10,259.00 for 2017, $6,604.00 for 2018,
$11,944.00 for 2020, $9,102.00 for 2022, $12,772.00 for 2023, and
$15,542.00 for 2024.

Mr. Wallace also testified that the Debtor may potentially raise
its entry fees in the event expenses increase above what has been
projected. With respect to the balloon payments to be paid to First
Peoples Bank and LPP Mortgage at the end of their payment terms
under the Plan of Reorganization, Mr. Wallace testified that he
expects to refinance both creditors' loans and that, based upon his
having run a mortgage company for 25 years, he has experience
negotiating and working out such loans.

Mr. Graves testified the Debtor has hosted only one major show
since filing its bankruptcy case, in November 2014, but it has
scheduled horse trials for the last three days each of April, June,
August, and November 2015. He testified that the Debtor generally
begins receiving entries approximately six weeks before a scheduled
show, but most are received in the week immediately prior to a
show, providing the Debtor with a six-to-seven-week income stream
for each show. Additionally, the Debtor hosts schooling shows,
which do not require certified judges, clinics by riders giving
lessons, thirty camper/RV hookups, and thirty-six vendor hookups.

"Clearly, Debtor's income is seasonal, based primarily on Debtor
producing and hosting four major horse trials in April, June,
August, and November. The 10-year projections reflect a budget
based almost entirely on Debtor's quarterly cash flow, as well as a
reasonably expected decrease in the need for discretionary spending
during the life of the plan. Based upon the projections themselves
and the testimony explaining such projections, the court cannot
conclude that Debtor has failed to 'delineate a credible path to
reorganization,'" the Court said.

River Glen Land Partnership, aka River Glen Land Partners, based in
New Market, Tenn., filed for Chapter 11 bankruptcy (Bankr. E.D.
Tenn. Case No. 14-32732) on Aug. 25, 2014, and is represented by
Maurice K. Guinn, Esq., at GENTRY, TIPTON & MCLEMORE P.C.  River
Glen estimated assets of $1 million to $10 million, and liabilities
of $500,000 to $1 million.

LPP Mortgage Ltd. is represented by Brent Heilig, Esq., at
MORRIS/SCHNEIDER/WITTSTADT, LLC.

The petition was signed by William James Graves, general partner.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/tneb14-32732.pdf


RIVER GLEN: Court Rejects Lender's Bid for Stay Relief
------------------------------------------------------
Bankruptcy Judge Suzanne H. Bauknight in Eastern District of
Tennessee gave River Glen Land Partnership a/k/a River Glen Land
Partners the opportunity to reorganize under the veil of Chapter 11
protection, by denying the Motion for Relief From the Automatic
Stay and Abandonment or, in the Alternative, for Adequate
Protection filed by LPP Mortgage Ltd.

LPP Mortgage asks the court to find that the Debtor's case is a
"single asset real estate" case as defined by 11 U.S.C. Sec.
101(51B), and seeks relief from the automatic stay pursuant to 11
U.S.C. sections 362(d)(1), (2), and/or (3), and/or for adequate
protection under 11 U.S.C. Sec. 361.

The Debtor objected to the request.

Judge Bauknight ruled that the Plan of Reorganization proposed by
Debtor on January 8, 2015, is not unconfirmable on its face or as a
matter of law based upon any of the arguments raised by LPP
Mortgage.

The Debtor filed the Voluntary Petition commencing its Chapter 11
case three days before a scheduled foreclosure sale by LPP
Mortgage, which is a secured creditor by virtue of a Note executed
by a former partner of the Debtor in the amount of $250,000.  The
June 9, 2005 Note is secured by a Deed of Trust recorded June 10,
2005, through which the Debtor's former partner and current
majority partner, William J. Graves, granted a security interest in
approximately 182 acres located at 1839 London Road, New Market,
Jefferson County, Tennessee, known as River Glen Equestrian Park.
LPP Mortgage filed a proof of claim in the amount of $476,530.93,
and holds a security interest in the Park Property junior to First
Peoples Bank's claim of $95,593.48. The Note to LPP Mortgage
matures on July 1, 2015.

The Court also found that LPP Mortgage has not proved its
entitlement to stay relief.  The record establishes that there is a
sufficient equity cushion such that LPP Mortgage is adequately
protected, and no further payments are required at this time,
especially in light of the fact that Debtor has proposed a plan
providing for payments to LPP Mortgage.

LPP Mortgage's own appraiser, Valbridge Property Advisors, assigned
a $700,000 value in January 2014. Although Mr. Graves testified
that he believes that the county's tax assessment value of
$1,335,800.00 assigned to the property is a more accurate value for
the Park Property, even assuming that the $700,000 value is proper
and without making a determination of the correct valuation, the
court finds that there is an undisputed equity cushion of at least
$127,875.59 in the Park Property (calculated by subtracting from
the appraised value the total debt against the property in the
amount of $572,124.41, comprised of the first mortgage of
$95,593.48 owed to First Peoples Bank and the $476,530.93 second
mortgage owed to LPP Mortgage).

A copy of the Court's February 11, 2015 Memorandum is available at
http://is.gd/BQHu6Dfrom Leagle.com.

Attorneys for LPP Mortgage Ltd.:

     Brent Heilig, Esq.
     MORRIS/SCHNEIDER/WITTSTADT, LLC
     200 Jefferson Avenue, Suite 1350
     Memphis, TN 28211
     Tel: 901-432-0740
     Fax: 901-432-0749

River Glen Land Partnership, aka River Glen Land Partners, based in
New Market, Tenn., filed for Chapter 11 bankruptcy (Bankr. E.D.
Tenn. Case No. 14-32732) on August 25, 2014, and is represented
by:

     Maurice K. Guinn, Esq.
     GENTRY, TIPTON & MCLEMORE P.C.
     P. O. Box 1990
     Knoxville, TN 37901
     Tel: (865) 525-5300
     Fax: 865-523-7315
     Email: mkg@tennlaw.com

River Glen estimated assets of $1 million to $10 million, and
liabilities of $500,000 to $1 million.

The petition was signed by William James Graves, general partner.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/tneb14-32732.pdf


ROADMARK CORP: Wants Court to Extend Sec. 521 Filing Deadline
-------------------------------------------------------------
Roadmark Corporation asks the U.S. Bankruptcy Court for the Eastern
District of North Carolina to further extend, until Feb. 23, 2015,
the time within which to file certain information required pursuant
to Section 521 of the Bankruptcy Code.

Under Sec. 521, a debtor is required to file with the Court, among
others, a list of creditors; a schedule of assets and liabilities;
a schedule of current income and current expenditures; a statement
of the debtor’s financial affairs; and a statement of the amount
of monthly net income.

                     About Roadmark Corporation

Roadmark Corporation is a regional full-service highway paving
striper operating primarily in North Carolina, South Carolina,
Virginia and Maryland.

Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C.
Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015.
The case is assigned to Judge David M. Warren.

The Debtor disclosed $14.5 million in assets and $15.0 million in
liabilities in its schedules.

The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L.
Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North
Carolina, as counsel.  The Debtor also tapped Nelson & Company as
accountants and The Finley Group, Inc., as financial consultant.


ROADRUNNER ENTERPRISES: Section 341(a) Meeting Set for March 13
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Roadrunner
Enterprises, Inc., has been set for March 13, 2015, 2:00 p.m. at
Office of the U.S. Trustee, 701 East Broad St., Suite 4300, in
Richmond, Virginia.  Creditors have until June 11, 2015, to submit
their proofs of claim.

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.

Headquartered in Chesterfield County, Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.

Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015.  David K.
Spiro, Esq., at Hirschler Fleischer, P.C., serves as the Debtor's
counsel.  Judge Kevin R. Huennekens presides over the case.  The
Debtor estimated assets and liabilities of at least $10 million.


RS BACON: Court Dismisses Involuntary Chapter 11 Case
-----------------------------------------------------
The U.S. Bankruptcy Court entered an order dismissing the Chapter
11 case of R.S. Bacon Veneer Company.

The Court has held a hearing on Jan. 6, 2015, to determine why an
involuntary case should not be dismissed.

As reported in the Troubled Company Reporter on Nov. 28, 2014, the
Court approved a stipulation between the Debtor and its secured
lender, PPL Group LLC, agreeing that the automatic stay is granted
and the lender is authorized to conduct the sale of the Alleged
Debtor's assets pursuant to Article 9 of the Uniform Commercial
Code.

The parties also agreed that Howard B. Samuel, not individually
but solely in his capacity as assignee/trustee, is excused from
turnover as may be required by Section 543 of the Bankruptcy Code
so that the Joint Article 9 sale can be conducted.

Upon dismissal of the involuntary bankruptcy case, the Petitioning
Creditors -- Iowa Veneer Custom Cuts, Bruggeman Lumber, Inc.,
James J. Ulring, 5 Stars, LLC, Iowa Veneer, Iowa Veneer MEV, and
Weiland & Sons Lumber Co. -- will be enjoined from filing any
further involuntary petitions against the Alleged Debtor.

The TCR reported on Nov 21, 2014, that the Debtor has been sent to
Chapter 11 bankruptcy by 5 Stars, LLC and several other creditors,
although the lender wants the case quickly dismissed so that it
could pursue an Article 9 sale of the assets.

The Debtor is in the business of manufacturing and selling exotic
wood veneer within the architectural and design community, with
operating facilities and offices in Grundy Center, Iowa and the
Chicagoland area.

The lender, PPL Group LLC, successor in interest to Fifth Third
Bank, is owed $6,370,750 plus interest.  It claims to have a first
position lien on, and duly perfected security interest in, inter
alia, substantially all of the Debtor's personal property assets.

                         About R.S. Bacon

5 Stars, et al., filed an involuntary Chapter 11 bankruptcy
petition for R.S. Bacon Veneer Company (Bankr. N.D. Ill. Case No.
14-41737) in Chicago, Illinois, on Nov. 19, 2014.  The case is
assigned to Judge Donald R. Cassling.

The Debtor is in the business of manufacturing and selling exotic
wood veneer within the architectural and design community, with
operating facilities and offices in Grundy Center, Iowa and the
Chicagoland area.

The Petitioning Creditors' counsel is Jeffrey D Corso, Esq., at
Cooney & Corso, LLC, in Lisle, Illinois.



SAFEWAY INC: PBGC and Cerberus Secure $212MM for Pension Plan
-------------------------------------------------------------
Under a settlement with the Pension Benefit Guaranty Corporation,
Safeway Inc., an affiliate of Cerberus Capital Management L.P.,
made $212 million in additional contributions to Safeway's largest
pension plan. The contributions significantly improved the plan's
finances, providing additional security to its 54,000
participants.

On March 6, 2014, private equity firm Cerberus and Albertsons
announced the acquisition of Safeway, the Pleasanton,
Calif.‐based grocery chain. The transaction resulted in the
pension plan being under approximately $11 billion of secured debt,
which placed additional risk on Safeway and its pension plan.

The settlement will help preserve the pension plan and addresses
PBGC's concerns regarding the significant increase in risk as a
result of the transaction. "From the beginning we knew this sale
would put the retirement benefits of nearly 54,000 people at risk,
so we moved quickly to engage with Cerberus and Albertsons to get
better funding for the plan," said Sanford Rich, PBGC's Chief of
Negotiations and Restructuring. "We appreciate their desire to work
with us to reach a solution that enables the business to operate
effectively and protects the benefits of current and former workers
at Safeway. Cerberus and its affiliated entities once again
demonstrated their commitment to working collaboratively with the
PBGC."

The Safeway agreement is a product of PBGC's Early Warning Program,
in which the agency monitors certain companies with underfunded
defined benefit pension plans to identify corporate transactions
that could jeopardize pensions. PBGC takes steps to arrange
suitable protections for those pensions and the pension insurance
program.


SAN BERNARDINO, CA: Bondholders Criticize City's Pension Loyalty
----------------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
bondholders who extended roughly $50 million to bankrupt San
Bernardino, Calif., are criticizing city leaders who plan to
protect money for employee pensions but negotiate cuts on the
city's other debts.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.




SBA COMMUNICATIONS: Moody's Rates $1BB Credit Facility 'B1'
-----------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to SBA
Communications Corporation's $1 billion Revolving Credit Facility
maturing 2020, which resides at SBA Senior Finance II, LLC. Moody's
also downgraded SBAC's existing senior secured debt, which includes
the $176 million outstanding Senior Secured Term Loan A due 2017
and $1.5 billion Senior Secured Incremental Term Loan B due 2021,
by one notch to B1. As part of this rating action, Moody's affirmed
SBAC's B1 Corporate Family Rating (CFR), B1-PD Probability of
Default Rating (PDR), B3 rating on its Senior Notes and SGL-1
Speculative Grade Liquidity Rating. The rating outlook is stable.

The credit agreement governing the existing $770 million revolving
credit facility was amended to increase the borrowing capacity to
$1 billion, extend the maturity to 2020 from 2017 and reduce
interest expense. Other terms and conditions, including the tower
assets securing the facility, have remained the same. At closing,
the company was expected to draw around $175 million under the new
revolver to repay borrowings on its existing facility and for
general corporate purposes.

Moody's has adjusted the ratings on the existing senior secured
debt by lowering them one notch to B1 to reflect higher loss
absorption under Moody's Loss Given Default (LGD) methodology
resulting from the insertion of more secured obligations in the
capital structure. With $1.54 billion of securitized debt raised in
October 2014 combined with the current revolver upsizing, SBAC has
meaningfully increased the proportion of secured debt to unsecured
debt. Since Moody's do not expect the company to refinance secured
obligations with unsecured obligations or raise incremental
unsecured debt over the near-term, Moody's now expect a more bank
and securitized debt-heavy capital structure going forward. As
such, the ratings incorporate Moody's expectation of no further
significant alterations to the capital structure over the next 12
months given that SBAC plans to fund the remaining warrants (5.1
million outstanding as of the November 2014 Q314 earnings call)
with revolver borrowings and internally generated cash flow.
Moody's cautioned in the June 2014 credit opinion that as the
company raises more senior secured debt at the SBA Senior Finance
II, LLC level, it could potentially compress the ratings on the
senior secured obligations towards the B1 CFR.

Rating Assigned:

Issuer: SBA Senior Finance II, LLC

  $1 billion Senior Secured Revolving Credit Facility due 2020,
  B1 (LGD-3)

Ratings Downgraded:

Issuer: SBA Senior Finance II, LLC

  $200 Million ($176 Million outstanding) Senior Secured Term Loan
A
  due May 9, 2017 -- B1 (LGD-3) from Ba3 (LGD-3)

  $1.5 billion Senior Secured Incremental Term Loan B due March 24,
2021
  -- B1 (LGD-3) from Ba3 (LGD-3)

Ratings Affirmed:

Issuer: SBA Communications Corporation

  Corporate Family Rating, B1

  Probability of Default, B1-PD

  Speculative Grade Liquidity, SGL-1

  $500 Million 5.625% Senior Notes due October 1, 2019, B3 (LGD-6)

  $750 Million 4.875% Senior Notes due July 15, 2022, B3 (LGD-6)

Issuer: SBA Telecommunications, Inc.

  $800 Million 5.75% Gtd Senior Notes due July 15, 2020, B3
(LGD-5)

The assigned rating is subject to review of final documentation and
no material change in the size, terms and conditions of the
transaction as advised to Moody's. Moody's will withdraw the Ba3
rating on the existing $770 million revolving credit facility upon
retirement.

Ratings Rationale

The B1 CFR reflects SBAC's high leverage of over 9x debt to EBITDA
(Moody's adjusted) as of September 30, 2014, pro forma the $1.54
billion securitization issued in October 2014 and incorporating the
operating lease adjustment associated with the acquired Oi towers.
The company has increased leverage over the past 12 months by
raising debt to retire its Convertible Notes and settle the
Convertible Warrants. In November 2014, SBAC reported 5.1 million
warrants remaining for settlement, which Moody's expect will be
funded by revolver borrowings and internally generated cash flow.
The B1 rating also considers SBAC's scale as well as the stability
of much of its revenue base and cash flow generation, which the
company derives predominantly from its contractual relationships
with the largest wireless operators in the US and benefits from
high entry barriers. Moody's believe the fundamentals of the
wireless tower sector will remain favorable over the next several
years, which should lead to continued EBITDA expansion, adjusted
leverage declining to the mid-8x area and improving free cash flow
relative to debt in the 4-5% range by year end 2015.

SBAC's TowerCo portfolio has high exposure to the Sprint iDen
towers, which are scheduled to be decommissioned in 2015 and 2018.
As a result, future revenue growth could be hampered if SBAC cannot
offset the iDen revenue losses with revenue from new tenants or
carriers augmenting their cell site equipment. The B1 rating embeds
the company's exposure to technology network shifts, the risk of
lower lease demand as a result of substitute technologies, customer
concentration and the possibility of higher churn from further
carrier consolidation in the US. These risks are offset over the
near-term by the firm contracts with embedded annual escalators
that SBAC has with the largest wireless carriers and by increasing
revenue from the current upgrade cycle and MLA amendment fees as
carriers install new cell site equipment and augment existing
apparatus associated with the expansion of fourth generation (4G)
LTE wireless networks across their markets.

Rating Outlook

The rating outlook is stable, reflecting SBAC's solid operating
performance, visible revenue growth via a significant backlog of
contractual rents and increasing wireless carrier demand. The
stable outlook also reflects Moody's expectations for continued
EBITDA and cash flow expansion that will support improvement in the
credit profile and leverage metrics over the rating horizon.

What Could Change the Rating -- UP

Ratings could be considered for an upgrade if SBAC demonstrates
EBITDA expansion and delivers the following Moody's adjusted key
credit metrics on a sustained basis: debt to EBITDA below 8x,
(EBITDA-Capex) interest coverage greater than 2.25x and free cash
flow to debt greater than 4.5%.

What Could Change the Rating -- DOWN

Ratings could be downgraded if weakening industry fundamentals or
SBAC's aggressive expansion plans are expected to result in the
following Moody's adjusted key credit metrics on a sustained basis:
debt to EBITDA above 9x, (EBITDA-Capex) interest coverage in the 1x
range and free cash flow to debt in the low single digits.

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

Headquartered in Boca Raton, Florida, SBA Communications
Corporation, through its wholly-owned operating subsidiaries, is
the third largest independent operator of wireless tower assets in
the US. The majority of revenue is derived from leasing space on
its 24,095 communications sites (as of September 30, 2014 pro forma
for the 1,641 Oi sites acquired on December 1, 2014) in North,
Central and South America to wireless service providers, with the
remaining revenue derived from its site development business, which
provides network services relating to sites or wireless
infrastructure for customers. Revenue totaled $1.46 billion for the
twelve months ended September 30, 2014.



SCRUB ISLAND: Taps Oscher to Testify on Accounting Issues
---------------------------------------------------------
Scrub Island Development Group Limited, et al., ask the U.S.
Bankruptcy Court for permission to employ Oscher Consulting, P.A.
as expert witness.

Oscher will provide expert testimony on accounting issues in
support of anticipated litigation and general support for the
Debtors' estates.

Steven S. Oscher, managing director of Oscher, tells the Court that
the Debtors agreed to pay Oscher $5,000 for services to be
rendered.

Mr. Oscher assures the Court the firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

The Debtors are represented by:

         Harley E. Riedel, Esq.
         Charles A. Postler, Esq.
         Daniel R. Fogarty, Esq.
         STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
         110 East Madison Street, Suite 200
         Tampa, FL 33602
         Tel: (813) 229-0144
         Fax: (813) 229-1811
         E-mail: hriedel@srbp.com
                 cpostler@srbp.com
                 dfogarty@srbp.com

                         About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction
Limited, sought bankruptcy protection (Bankr. M.D. Fla. Case Nos.
13-15285 and 13-15286) on Nov. 19, 2013, to end a receivership
Scrub Island claims was secretly put in place by its lender.  The
bankruptcy case is assigned to Judge Michael G. Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development scheduled $126 million in assets and $131
million in liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.



SIMPLY WHEELZ: David W. Houston, III Appointed as Mediator
----------------------------------------------------------
U.S. Bankruptcy Judge Edward Ellington directed these parties to
participate in mediation:

   a) Simply Wheelz, LLC, (the debtor and lessee under an open-end
Master Lease Agreement), represented by Steve Rosenblatt and Chris
Maddux, Butler Snow, LLP.

   b) Merchants Automotive Group, Inc., (the lessor under an
open-end Master Lease Agreement), represented by Alexander Terras,
Reed Smith, LLP, and William Armstrong;

   c) Advantage Opco, LLC, (the purchaser of substantial assets
from the Debtor), represented by Richard Levy, Latham & Watkins,
LLP, and Jim Spencer, Watkins & Eager.

The Court appointed as mediator:

         David W. Houston, III, Esq.
         MITCHELL, MCNUTT & SAMS, P.A.
         P.O. Box 7120
         Tupelo, MI 38802-7120

The mediation session will occur on March 11, 2015, at the offices
of Baker Donelson, P.C., in New Orleans, Louisiana.

The parties will submit confidential position statements to the
mediator by e-mail transmission by 5:00 p.m., on March 3, 2015.

The parties have agreed to compensate the mediator for his fees and
expenses equally on a one-third basis.  The mediator's rate will be
$300 per hour for preparation and participation at the mediation
session.  Travel time will be billed at one-half
the regular hourly rate unless preparation for the mediation occurs
during the travel time.

                       About Simply Wheelz

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $414 million in assets and $322 million in liabilities as
of the Chapter 11 filing.

The Debtor is represented by Stephen W. Rosenblatt, Esq.,
Christopher R. Maddux, Esq., J. Mitchell Carrington, Esq., and
Thomas M. Hewitt, Esq., at Butler Snow LLP of Ridgeland,
Mississippi.  Simply Wheelz tapped EPIQ Bankruptcy Solutions LLC
as noticing and claims agent, and Capstone Advisory Group, LLC, as
financial advisor.

As reported by the Troubled Company Reporter on Jan. 7, 2014, the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.



SPARKS TOURISM: Moody's Affirms B1 Rating on $77.3MM 2008A Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the B1 rating for Sparks
Tourism Improvement District No. 1, Nevada's Senior Sales Tax
Anticipation Revenue Bonds, Series 2008A outstanding in the amount
of $77.3 million. The rating outlook remains stable.

Summary Rating Rationale

The B1 rating reflects Moody's projections that the bonds are still
projected to default on June 15, 2028, absent additional revenue
growth. However, pledged sales tax collections continue to
demonstrate annual growth. Full payment of annual debt service is
projected without draws on the debt service reserve fund through
FY2025 based on the most recent years' worth of semiannual
collections. Nevertheless, escalating debt service will lead to
draws on the reserve fund starting in FY2026 followed by the
projected default, unless there is very modest but sustainable
revenue growth. Importantly, pledged sales taxes are subject to
potential statutory impairment in 2028 with scheduled maturity of
the bonds which inhibits potential recovery for bondholders after
default.

Outlook

The stable outlook reflects Moody's expectation that the current
level of pledged receipts will fully cover annual debt service with
support from economic recovery and recent stability in the
project's tenant mix. No draws are expected on the debt service
reserve for the coming years. Longer-term, the combination of weak
coverage and escalating debt service necessitates uncertain,
additional growth in pledged revenues to avert a default.

Near-term credit factors will include assessment of the state of
the regional economy and trends for monthly sales tax receipts.
Longer-term factors will include the Reno area's economic
trajectory and the project's ability to retain existing tenants
while also securing additional commercial development. These
factors will contribute to Moody's assessment of future sales tax
collections, the likelihood and timing of default, and recovery for
bondholders.

What Could Make The Rating Go Up

-- Sustained trend of higher pledged receipts leading to
improvement in
    peak debt service coverage

-- Additional commercial expansion within the project area

What Could Make The Rating Go Down

-- Diminished pledged sales tax receipts, especially within the
next year

-- Adverse changes in the project area's tenant mix

-- Depletion of the debt service reserve fund sooner than
anticipated

Obligor Profile

The project area attracts tourists traveling along Interstate 80,
but the development also serves the greater Washoe County (Aa2
stable) region. The county is the second largest economic region in
Nevada, after the Las Vegas metro area, and is located in the
northwestern section of the state bordering California and Oregon.
The county includes Reno (A1 stable), Sparks (not rated), and
portions of Lake Tahoe.

Legal Security

The bonds are secured by a senior lien pledge of 75% of sales tax
revenues generated within the district through FY2028, net of an
administration fee of 1.75%.

The bonds were authorized under Nevada's Tourism Improvement
District Law of 2005 that enabled creation of the district by
Sparks in 2007. Under statute, the preponderance of sales tax
collections within the district must be attributable to tourism
activity, subject only to a prior one-time certification.

Use of Proceeds

The bonds financed a portion of developing a retail shopping and
entertainment project known as the Outlets at Sparks.

Principal Methodology

The principal methodology used in this rating was US Public Finance
Special Tax Methodology published in January 2014.



STATE FISH: Files Schedules of Assets and Liabilities
-----------------------------------------------------
State Fish Co. Inc. filed with the Bankruptcy Court for the Central
District of California its summary of schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,800,000
  B. Personal Property           $26,068,772
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,768,112
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $4,409
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,312,148
                                 -----------      -----------
        TOTAL                    $34,868,772      $10,084,671

A full-text copy of the Debtor's schedules is available for free at
http://is.gd/iNHDm9

                         About State Fish

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

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

The Hon. Sandra R. Klein presides over the jointly administered
cases.  Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins
Coie LLP, serve as the Debtors' counsel.  George Blanco, at Avant
Advisory Group, acts as chief restructuring officer.

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


STELLAR BIOTECHNOLOGIES: Incurs $1.3 Million Net Loss in Q1
-----------------------------------------------------------
Stellar Biotechnologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.34 million on $213,000 of revenue for the three
months ended Dec. 31, 2014, compared to a net loss of $5.57 million
on $58,800 of revenues for the same period in 2013.

As of Dec. 31, 2014, the Company had $13.42 million in total
assets, $4.18 million in total liabilities and $9.23 million in
total shareholders' equity.

"Our first quarter results demonstrate the positive impact of
Stellar's sustained efforts on the commercial growth of our core
KLH business," said Frank Oakes, president and chief executive
officer of Stellar Biotechnologies.  "The increase in product
sales, together with careful management of resources and projects,
contributed to Stellar's continued strong financial position."

In June 2014, Stellar's Board of Directors approved a change in the
Company's fiscal year end from August 31 to September 30 of each
year.  As a result of the change, the Company had a one month
transition period in September 2014.  The unaudited results for the
one month ended Sept. 30, 2014, were included in this first quarter
report.

"This change synchronizes the Company's annual and quarterly
filings with calendar quarters, thereby providing shareholders with
more practical reporting and improving the efficiency of the
Company's operational reconciliations.  This is part of our
continued maturation as a public company and our commitment to
increase transparency and strengthen the Company's financial
reporting," stated Mr. Oakes.

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

                        http://is.gd/X2isBH

                            About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies reported a net loss of $8.43 million on
$372,132 of total revenues for the year ended Aug. 31, 2014,
compared to a net loss of $14.5 million on $545,000 of total
revenues for the year ended Aug. 31, 2013.  The Company also
reported a net loss of $5.52 million for the year ended Aug. 31,
2012.


SUBURBAN PROPANE: Moody's Assigns Ba3 Rating on New $250MM Notes
----------------------------------------------------------------
Moody's Investors Service assigned Ba3 to Suburban Propane
Partners, L.P.'s proposed $250 million senior notes. Proceeds of
the new notes and balance sheet cash will be used to redeem the
existing $250 million 7.375% senior notes due 2020, approximately
$13 million of tender premium and transaction related fees and
expenses. All existing ratings, including the Ba2 Corporate Family
Rating (CFR), are unchanged and the outlook remains stable.

Assignments:

Issuer: Suburban Propane Partners, L.P.

NEW $250 million Senior Notes: Assigned Ba3, LGD4

To be withdrawn upon full redemption:

Issuer: Suburban Propane Partners, L.P.

EXISTING $250 million 7.375% Senior Notes due 2020: Ba3, LGD4

Ratings Rationale

The new $250 million senior notes will have identical terms and
conditions as the existing $7.375% senior notes due 2020. The new
senior notes as well as the existing $346.2 million 7.375% senior
notes due 2021 and the $525 million 5.5% senior notes due 2024 are
each rated Ba3 or one notch below the Ba2 CFR, reflecting their
effective subordination to the (unrated) secured $400 million
revolving credit facility due 2017 ($100 million outstanding as of
December 27, 2014).

The Ba2 CFR is supported by Suburban's significant scale and market
position in the propane industry, its strong track record of
successful cost reduction efforts augmented by the synergies
achieved with the Inergy acquisition, and management's historical
preference for conservative financial policies. The rating is
tempered by characteristics of the propane sector, which include a
high degree of sensitivity to unpredictable external factors such
as weather, a trend of secularly declining volumes, the highly
competitive and fragmented nature of the sector, and growth
opportunities that are mostly limited to acquisitions as opposed to
organic growth.

The stable outlook reflects Moody's expectation for gradual
reduction in leverage to under 4x by FYE2016 supported by low
single digit percentage EBITDA growth. The stable outlook also
reflects the likely achievement of $50 million in operational
synergies from the full integration of Inergy Propane and
approximately $210 million of annual distributions to common unit
holders. The outlook does not incorporate any debt funded
acquisitions or debt funded distributions to common unit holders
over the next 12-18 months.

An upgrade is unlikely in the near to medium term, however, Moody's
could consider an upgrade if debt/EBITDA approaches 2.5x, liquidity
remains good, and future acquisitions are both accretive to the
company's cash flow and mainly equity funded. The rating could be
downgraded if debt/EBITDA is sustained above 4.5x or if the cushion
to the financial maintenance covenants deteriorates to below 5%.
Higher leverage could be tolerated temporarily in the event of a
debt funded acquisition that materially improves Suburban's
business profile and if the company has a clear plan to bring
leverage below 4x in a reasonable timeframe.

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.

Suburban, based in Whippany, NJ, is a master limited partnership
(MLP), which conducts operations through three primary business
segments: Propane (roughly 83% of revenues), Fuel Oil and Refined
Fuels (10%), and Natural Gas and Electricity (5%).



T3 MOTION: Alpha Capital Reports 2.7% Stake as of Feb. 5
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Alpha Capital Anstalt disclosed that as of
Feb. 5, 2015, it beneficially owned 2,500,000 shares of Common
Stock of T3 Motion, Inc., representing 2.71 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/qxGYYX

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

T3 Motion reported a net loss of $21.5 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.

"The Company has incurred significant operating losses and has
used substantial amounts of working capital in its operations
since its inception (March 16, 2006).  Further, at March 31, 2013,
the Company had an accumulated deficit of $(76,980,775) and used
cash in operations of $(1,614,252) for the three months ended
March 31, 2013.  These factors raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time," according to the Company's Form 10-Q for the
period ended March 31, 2013.

The Company's balance sheet at Sept. 30, 2013, showed $2.50
million in total assets, $11.32 million in total liabilities and a
$8.81 million total stockholders' deficit.


TAYLOR TRANSPORTATION: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Taylor Transportation, Inc.
        11765 Capital Lane
        Fredericksburg, VA 22408-7325

Case No.: 15-30657

Nature of Business: Trucking/Transportation

Chapter 11 Petition Date: February 11, 2015

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

Judge: Hon. Kevin R. Huennekens

Debtor's Counsel: Robert Easterling, Esq.
                  ROBERT B. EASTERLING, ATTORNEY
                  2217 Princess Anne St., Ste. 100-2
                  Frederickburg, VA 22401
                  Tel: (540)373-5030
                  Email: eastlaw@easterlinglaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ernest T. Fisher, Jr., president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb15-30657.pdf


TENET HEALTHCARE: Vanguard Group Reports 7.3% Stake as of Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, The Vanguard Group reported that as of
Dec. 31, 2014, it beneficially owned 7,199,206 shares of common
stock of Tenet Healthcare Corp representing 7.32 percent of the
shares outstanding.  A copy of the regulatory filing is available
at http://is.gd/LCOpc6

                            About Tenet

Tenet Healthcare Corporation is a national, diversified healthcare
services company with more than 105,000 employees united around a
common mission: to help people live happier, healthier lives.  The
Company operates 80 hospitals, more than 210 outpatient centers,
six health plans and Conifer Health Solutions, a leading provider
of healthcare business process services in the areas of revenue
cycle management, value based care and patient communications.  For
more information, please visit www.tenethealth.com.

Tenet reported a net loss attributable to common shareholders of
$134 million compared to net income attributable to common
shareholders of $141 million in 2012.

The Company's balance sheet at Sept. 30, 2014, showed $17.3
billion in total assets, $16.05 billion in total liabilities, $396
million in redeemable noncontrolling interests in equity of
consolidated subsidiaries, and $866 million in total equity.

                             *    *    *

Tenet carries a 'B' IDR from Fitch Ratings, B corporate credit
rating from Standard & Poor's Ratings Services and B1 Corporate
Family Rating from Moody's Investors Service.


THERAPEUTICSMD INC: BoNY Mellon Reports 6.4% Stake as of Dec. 31
----------------------------------------------------------------
The Bank of New York Mellon Corporation disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that as of
Dec. 31, 2014, it beneficially owned 9,938,994 shares of common
stock of TherapeuticsMD, Inc., representing 6.37 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/fI4pnW

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

TherapeuticsMD reported a net loss of $28.4 million in 2013, a
net loss of $35.1 million in 2012, and a net loss of $12.9
million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $74.6 million
in total assets, $11 million in total liabilities, all current, and
$63.6 million in total stockholders' equity.


THERAPEUTICSMD INC: Gilder Gagnon Reports 3.8% Stake at Dec. 31
---------------------------------------------------------------
Gilder, Gagnon, Howe & Co. LLC disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that as of Dec.
31, 2014, it beneficially owned 5,995,066 shares of common stock of
TherapeuticsMD, Inc., representing 3.84 percent of the shares
outstanding.  A copy of the Schedule 13G is available for free at
http://is.gd/vRwXbt

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

TherapeuticsMD reported a net loss of $28.4 million in 2013, a
net loss of $35.1 million in 2012, and a net loss of $12.9
million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $74.6 million
in total assets, $11 million in total liabilities, all current, and
$63.6 million in total stockholders' equity.


TNS INC: Moody's Affirms B2 CFR & Changes Outlook to Stable
-----------------------------------------------------------
Moody's Investors Service, has affirmed the ratings of TNS, Inc.,
including its B2 corporate family rating following the company's
sale of its Gateway Service business. TNS plans to use the net cash
proceeds along with cash on hand to pay down $75 million of
existing debt and make a $75 million distribution to shareholders.
Proforma for the debt repayment, TNS will have approximately $545
million of 1st lien term loan and $170 million of 2nd lien term
loan debt outstanding. Moody's has also changed the ratings outlook
for TNS to stable from negative given the company's improved
leverage following the debt repayment and the company's efforts to
manage expenses in the past year.

Outlook Actions:

Issuer: TNS, Inc.

  Outlook, Changed To Stable From Negative

Affirmations:

Issuer: TNS, Inc.

  Probability of Default Rating, Affirmed B2-PD

  Corporate Family Rating, Affirmed B2

  Senior Secured Senior Secured 1st lien Term Loan, Affirmed
  B1 (LGD3)

  Senior Secured Senior Secured Revolving Credit Facility ,
Affirmed
  B1 (LGD3)

  Senior Secured Senior Secured 2nd lien Term Loan, Affirmed Caa1
  (LGD5)

Ratings Rationale

TNS's B2 CFR reflects its aggressive financial policy and the
company's relatively small size compared to competitors in the
telecommunications service industry. With the upcoming $75 million
distribution, the company has paid approximately $290 million to
its shareholders over the past year, effectively returning all the
equity capital initially contributed by its private equity
sponsors. The rating also incorporates Moody's expectation of flat
revenues over the next several quarters due to the long term
downward wireline subscriber trends that are negatively impacting
TNS's directory and network access products as well as the need to
offer price concessions for some services at contract renewal. The
rating is supported by the company's strong track record of cost
cutting which has allowed it to grow EBITDA margin despite weak
revenues over the past two years and its willingness and ability to
repay debt with excess cash. The rating benefits from the company's
strong free cash flow generation which should improve going forward
as capex declines due to the completion of investments in new
services.

Moody's anticipates that TNS will have very good liquidity over the
next 12 months, supported by approximately $30 million of cash on
the balance sheet pro-forma for the transaction and the company's
strong free cash flow generation of over $40 million annually
following the transaction.

The ratings for the debt instruments reflect both the probability
of default of TNS, on which Moody's maintains a PDR of B2-PD, and
individual loss given default assessments. Moody's currently rates
TNS's senior secured 1st lien credit facilities at B1 (LGD3), one
notch above the corporate family rating given the support from the
Caa1 (LGD5) rated senior secured 2nd lien term loan. The debt
instrument ratings remain unchanged accounting for the repayment of
debt.

The stable outlook incorporates Moody's view that the company will
continue to generate positive free cash flow while maintaining flat
to low single digit percentage revenue growth over the next several
quarters.

Moody's could upgrade the rating if the company can maintain
consistent growth in revenue and EBITDA such that leverage falls
below 4x (Moody's adjusted) and free cash flow to debt exceeds 10%.
Further deterioration in revenue or EBITDA due to technological
change, competition, or operational issues or additional debt
financing that causes debt to EBITDA to approach 5.75x (Moody's
adjusted) could lead to a downgrade.

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.

TNS, Inc. is a provider of data communications and interoperability
solutions services with operations in its Telecommunication
Services, Payment Services, and Financial Services division. It
provides products and services in North American, Europe and Asia.
For the last twelve months ended September 30, 2014 total revenues
for TNS were approximately $507 million.



TOTAL SAFETY: Decline in Oil Prices No Impact on Moody's B3 CFR
---------------------------------------------------------------
Moody's Investors Services says that the recent steep decline in
oil prices, and the likelihood of a prolonged period of weak
pricing, is credit negative to W3 Co., a holding company
controlling Total Safety U.S., Inc. (collectively "Total Safety"),
but will not result in changes to the B3 Corporate Family Rating
(CFR) of Total Safety, or any of the company's debt instrument
ratings. Total Safety has a stable ratings outlook.

Total Safety us a global provider of industrial safety services and
equipment primarily for the upstream and downstream energy,
petrochemical, chemical and other end markets. Total Safety is
owned by affiliates of private equity sponsor Warburg Pincus. The
company reported revenues of $456 million for the LTM period ending
September 30, 2014.



TRANS ENERGY: Clarence Smith Reports 10.3% Stake as of Feb. 10
--------------------------------------------------------------
Clarence Smith disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that as of Feb. 10, 2015, he
beneficially owned 1,483,797 shares of common stock of Trans
Energy, Inc., representing 10.3 percent of the shares outstanding.
A copy of the regulatory filing is available at:

                       http://is.gd/OzoIiW

                        About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

Trans Energy reported a net loss of $17.7 million in 2013
following a net loss of $21.2 million in 2012.

the Company's balance sheet at Sept. 30, 2014, showed
$103.6 million in assets, $130.2 million in total liabilities and a
$26.6 million total stockholders' deficit.


TRANS ENERGY: Mark Woodburn Reports 8.2% Stake as of Feb. 10
------------------------------------------------------------
Mark D. Woodburn disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that as of Feb. 10, 2015, he
beneficially owned 1,182,967 shares of common stock of Trans Energy
representing 8.2 percent of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/p0AkOm

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

Trans Energy reported a net loss of $17.7 million in 2013
following a net loss of $21.2 million in 2012.

the Company's balance sheet at Sept. 30, 2014, showed
$103.6 million in assets, $130.2 million in total liabilities and a
$26.6 million total stockholders' deficit.


TRAVELPORT WORLDWIDE: FMR Reports 10% Equity Stake as of Feb. 9
---------------------------------------------------------------
FMR LLC, Edward C. Johnson 3d and Abigail P. Johnson disclosed in a
regulatory filing with the U.S. Securities and Exchange Commission
that as of Feb. 9, 2015, they beneficially owned 12,141,136 shares
of common stock of Travelport Worldwide representing 10 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/v1XXql

                     About Travelport Worldwide

Travelport Worldwide Limited is a travel commerce platform
providing distribution, technology, payment and other solutions
for the global travel and tourism industry.

The Company's balance sheet at Sept. 30, 2014, showed $2.99
billion in total assets, $3.20 billion in total liabilities and a
$210 million total deficit.

                           *     *     *

As reported by the TCR on Sept. 8, 2014, Standard & Poor's Ratings
Services raised to 'B-' from 'CCC+' its long-term corporate credit
ratings on U.K.-based travel services provider Travelport
Worldwide Limited and its new wholly owned financing entity,
Travelport Finance (Luxembourg) S.a.r.l. (Travelport Finance).
The outlook is stable.


TRAVELPORT WORLDWIDE: Morgan Stanley Reports 6.2% Stake at Dec. 31
------------------------------------------------------------------
Morgan Stanley disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that as of Dec. 31, 2014, it
beneficially owned 7,471,343 shares of common stock of
Travelport Worldwide Ltd. representing 6.2 percent of the shares
outstanding.  A copy of the Schedule 13G is available for free at:

                        http://is.gd/xuwKhQ

                     About Travelport Worldwide

Travelport Worldwide Limited is a travel commerce platform
providing distribution, technology, payment and other solutions
for the global travel and tourism industry.

The Company's balance sheet at Sept. 30, 2014, showed $2.99
billion in total assets, $3.20 billion in total liabilities and a
$210 million total deficit.

                           *     *     *

As reported by the TCR on Sept. 8, 2014, Standard & Poor's Ratings
Services raised to 'B-' from 'CCC+' its long-term corporate credit
ratings on U.K.-based travel services provider Travelport
Worldwide Limited and its new wholly owned financing entity,
Travelport Finance (Luxembourg) S.a.r.l. (Travelport Finance).
The outlook is stable.


TRI FUND DEVELOPMENT: Case Summary & 7 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Tri Fund Development, LLC
        822 E. 63rd Street
        Chicago, IL 60637

Case No.: 15-04492

Chapter 11 Petition Date: February 11, 2015

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

Judge: Hon. Janet S. Baer

Debtor's Counsel: Paul M Bach, Esq.
                  SULAIMAN LAW GROUP, LTD.
                  900 Jorie Boulevard, Suite 150
                  Oak Brook, IL 60523
                  Tel: (630)575-8181
                  Email: ecfbach@gmail.com
                         mbadwan@sulaimanlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gregory S. Newsome, chairman of the
Board.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb15-04492.pdf


TRUMP ENTERTAINMENT: Inks $10MM Deal to End Anti-Laundering Claims
------------------------------------------------------------------
Law360 reported that Trump Taj Mahal reached a $10 million
enforcement deal with the Treasury Department's Financial Crimes
Enforcement Network after "extensive negotiations," settling
assertions that it violated the Bank Secrecy Act.  According to the
report, the penalty, which must still be approved by a judge, is
being treated as a general unsecured claim, which means that, in
practice, the government is likely to receive around $50,000 if
expected recoveries in the bankruptcy remain the same.

                About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept.
9, 2014, with plans to shutter its casinos.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2014.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $286 million in principal plus
accrued but unpaid interest of $6.6 million under a first lien debt
issued under their 2010 bankruptcy-exit plan.  The Debtors also
have trade debt in the amount of $13.5 million.

The Official Committee of Unsecured Creditors tapped Gibbons P.C.
as its co-counsel, the Law Office of Nathan A. Schultz, P.C., as
co-counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


UNIVERSAL COOPERATIVES: Committee Gets Approval to Sue Officers
---------------------------------------------------------------
The official committee of unsecured creditors received approval
from U.S. Bankruptcy Judge Mary Walrath to sue members and officers
of Universal Cooperatives Inc. in behalf of the company.

An investigation conducted by the unsecured creditors' committee
over the past few months shows that some of Universal Cooperatives'
current and former officers allegedly breached their duties that
led to its bankruptcy filing.

The group alleged the officers continued to transfer funds to the
company's nonviable affiliates to continue their operations, and
provide its members with discounts on products that it couldn't
afford despite warning that the company was in a financial crisis.

The unsecured creditors' committee also cited the sale of Universal
Cooperatives' animal health unit to an insider for "less than fair
value," according to filings made in U.S. Bankruptcy Court in
Delaware.

                About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its members
to procure, and/or manufacture, and distribute high quality
products at competitive prices. Universal has 14 voting members and
over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
14-11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection
Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc.  UCI
do Brasil, a majority-owned subsidiary located in Brazil, is not a
debtor in the Chapter 11 cases.

The cases are assigned to Judge Mary F. Walrath.

Universal Cooperatives disclosed $12.09 million in assets and $29.3
million in liabilities as of the Chapter 11 filing.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial advisor
and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is represented
by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M.
Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at Venable LLP, in Wilmington, Delaware.


UNIVERSAL COOPERATIVES: Court Approves Sale of Pesticide Products
-----------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware approved the sale of
pesticide products of Universal Cooperatives Inc. and Universal
Crop Protection Alliance LLC.

Ragan & Massey Inc. offered $30,000 for the products, which are
registered with the U.S. Environmental Protection Agency.

Under the deal, Universal Cooperatives will transfer "all right,
title and interest" in and to the assets except those held by
Southern States Cooperative Inc., according to court filings.

Also included in the sale are confidential statement of formulas
and list of sources with respect to the assets.

                About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its members
to procure, and/or manufacture, and distribute high quality
products at competitive prices. Universal has 14 voting members and
over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
14-11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection
Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc.  UCI
do Brasil, a majority-owned subsidiary located in Brazil, is not a
debtor in the Chapter 11 cases.

The cases are assigned to Judge Mary F. Walrath.

Universal Cooperatives disclosed $12.09 million in assets and $29.3
million in liabilities as of the Chapter 11 filing.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial advisor
and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is represented
by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M.
Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at Venable LLP, in Wilmington, Delaware.


UNIVERSAL COOPERATIVES: Seeks Additional Time to Remove Suits
-------------------------------------------------------------
Universal Cooperatives Inc. has filed a motion seeking additional
time to remove lawsuits involving the company and its affiliates.

In its motion, the company asked the U.S. Bankruptcy Court in
Delaware to move the deadline for filing notices of removal of the
lawsuits to May 11.

The extension would give Universal Cooperatives opportunity to make
"fully-informed decisions" concerning the removal of any lawsuit
involving the company, according to its lawyer, Andrew Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington,
Delaware.

The motion is on U.S. Bankruptcy Judge Mary Walrath's calendar for
March 19.  Objections are due by Feb. 18.

                About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its members
to procure, and/or manufacture, and distribute high quality
products at competitive prices. Universal has 14 voting members and
over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
14-11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection
Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc.  UCI
do Brasil, a majority-owned subsidiary located in Brazil, is not a
debtor in the Chapter 11 cases.

The cases are assigned to Judge Mary F. Walrath.

Universal Cooperatives disclosed $12.09 million in assets and $29.3
million in liabilities as of the Chapter 11 filing.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial advisor
and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is represented
by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M.
Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at Venable LLP, in Wilmington, Delaware.


UNIVISION COMMUNICATIONS: Fitch Rates $750MM Secured Notes 'B+'
---------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR3' rating to Univision
Communications, Inc.'s new $750 million 5.125% senior secured notes
due 2025.  Fitch previously assigned a 'B+/RR3' rating to the
reopened 5.125% senior secured notes due 2023, which were increased
by $500 million.  The Rating Outlook remains Stable.  The proceeds
of both issuances are to be used to fund the company's offer to
purchase $1.2 billion aggregate amount outstanding of 6.875% senior
secured notes due 2019 pursuant to the all-cash tender offer
launched.

As proposed, Fitch views the transactions favorably as it will
extend Univision's maturities and provide a modest reduction in
interest expense of approximately $17 million.

KEY RATING DRIVERS

The ratings incorporate Fitch's positive view of the U.S. Hispanic
broadcasting industry, given anticipated continued growth in number
and spending power of the Hispanic demographic. Additionally,
Univision benefits from a premier industry position, with duopoly
television and radio stations in most of the top Hispanic markets,
with a national overlay of broadcast and cable networks.  The
company's networks garner significant market share of Hispanic
viewers and generate strong and stable ratings.  This large and
concentrated audience provides advertisers with an effective way to
reach the growing U.S. Hispanic population.

Fitch expects Hispanic population growth to mitigate the impact of
longer-term secular issues that are challenging the overall media &
entertainment sector, namely, audience fragmentation and its impact
on advertising revenue.  While the Hispanic broadcast television
audience is not immune to these pressures, Fitch expects that its
growing total size will offset the impact of any audience
fragmentation and drive ongoing ratings strength at Univision's
television properties.  This should result in low to
mid-single-digit top-line growth at the television segment.

Fitch believes Univision's cost management efforts and growth in
high-margin retransmission revenue will provide an offset to the
rising programing investments.  Fitch expects EBITDA margins levels
in the 38% to 40% range in 2015.  Long term, Fitch believes
positive operating leverage from top-line growth and growth in
high-margin retransmission revenue will drive margin improvement.

Recent new entrants in the Hispanic broadcast and cable network
market will add to the competitive pressures facing Univision.
However, Univision currently has incumbent advantage and dominant
market presence.  Fitch expects these factors, along with its
pipeline of proven content from Televisa, to enable it to grow amid
these increasing pressures.

Ratings concerns center on the highly leveraged capital structure,
limited free cash flow (FCF) generation relative to total debt, as
well as the company's significant exposure to advertising revenue.
As of Dec. 31, 2014, Fitch estimates total leverage (including the
subordinated convertible preferred debentures due to Televisa) and
secured leverage of 8.8x and 7.8x, respectively.  Fitch expects
leverage metrics to remain relatively consistent when compared to
2014 as the company's operating profile will not benefit from the
uptick in advertising revenues associated with the World Cup.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating case for the issuer
include:

   -- EBITDA margins of 38%-40% driven by growth and high margin
      retransmission revenue.

   -- Fitch expects leverage metrics to remain relatively
      consistent when compared to 2014 as the company's operating
      profile will not benefit from the uptick in advertising
      revenues associated with the World Cup.

  -- Fitch expects the company will continue to generate similar
      levels of positive FCF during the rating horizon.

Liquidity and Debt

Fitch regards current liquidity as adequate, particularly in light
of minimal near-term maturities.  At Dec. 31, 2014, liquidity
consisted of approximately $56 million of cash, approximately $540
million available under the $550 million revolving credit facility
(RCF) due 2018 (net of borrowings and letters of credit) and, $300
million available under the $400 million AR securitization facility
(consisting of $300 million revolver and $100 million term
facility).  Fitch calculates 2014 FCF of approximately $143
million.

Fitch estimates at Dec. 31, 2014, Univision had total debt of $10.5
billion, which consisted primarily of:

   -- $4.6 billion in senior secured term loans due March 2020;
   -- $1.2 billion 6.875% senior secured notes due 2019;
   -- $750 million 7.875% senior secured notes due 2020;
   -- $815 million 8.5% senior unsecured notes due 2021;
   -- $1.2 billion 6.75% senior secured notes due 2022;
   -- $700 million 5.125% senior secured notes due 2023;
   -- $1.125 billion 1.5% subordinated convertible debentures
      issued to Televisa, due 2025. This note is a direct
      obligation of the parent HoldCo, Broadcasting Media
      Partners, Inc., but is serviced by dividends paid by
      Univision.

Univision's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company, and thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (going
concern), rather than a liquidation.  Fitch employs a 7x distressed
enterprise value multiple reflecting the company's FCC licenses in
top U.S. markets.  Fitch assumes a sustainable post restructuring
EBITDA of approximately $880 million.  Fitch estimates the adjusted
distressed enterprise valuation in restructuring to be $6.1
billion.  The 'B+' rating for the secured debt reflects Fitch's
expectations for recovery in the 51%-70% range.  The 'CCC+' rating
on the $815 million senior unsecured notes reflects Fitch's
expectations for 0% recovery.

RATING SENSITIVITIES

Negative ratings actions could occur if operating results and FCF
are materially lower than Fitch's expectations (noted above).  This
would be contradictory to Fitch's constructive view on the Spanish
language broadcasting industry and Univision's positioning within
it, and could indicate that the company is more susceptible to
secular challenges than previously anticipated.

Positive ratings actions could occur if Univision delevers
significantly from current levels, with indications that the
company is on target to reach 7x-9x and 5x-6x total and secured
leverage targets, respectively.  Fitch expects deleveraging could
occur largely through EBITDA growth, as well as modest debt
reduction.

Fitch currently rates Univision as:

   -- Issuer Default Rating 'B';
   -- Senior secured 'B+/RR3';
   -- Senior unsecured 'CCC+/RR6'.



UNIVISION COMMUNICATIONS: Moody's Assigns B2 Rating on New Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 to Univision
Communications, Inc.'s proposed 10-year senior secured notes and
proposed add on to its 5.125% senior secured notes due 2023.
Proceeds from the new notes will be used to refinance a portion or
all of the existing 6.875% senior secured notes due 2019 ($1.2
billion outstanding). All other existing ratings, including the B3
Corporate Family Rating (CFR), are unchanged and the outlook
remains positive. To the extent the 6.875% notes are fully repaid,
Moody's will withdraw debt ratings on these notes.

Assigned:

Issuer: Univision Communications, Inc.

  NEW 8-year Senior Secured Notes due 2023: Assigned B2, LGD3

  NEW 10-year Senior Secured Notes due 2025: Assigned B2, LGD3

Ratings Rationale

Univision's B3 Corporate Family Rating incorporates its leading
market positions in Spanish-language media within the U.S., an
increasing percentage of revenue coming from recurring
retransmission fees, improved EBITDA margins, and good growth
prospects over the next three years tempered by its very high
leverage and vulnerability to cyclical advertising. Revenue growth
across its broadcast, cable network, and digital offerings are
supported by Hispanic demographic trends and its leading market
positions while improved EBITDA margins lead to growing unlevered
cash flow generation. Nevertheless, the risk of a restructuring
remains elevated if economic conditions were to weaken unexpectedly
given the company's highly leveraged balance sheet (9.0x gross
debt-to-EBITDA estimated for December 31, 2014 incorporating
Moody's standard adjustments and excluding non-cash advertising
revenue, or 8.0x excluding the Televisa convertible note).
Heightened competition, particularly from deep-pocketed media
conglomerates targeting the Hispanic demographic in the U.S.,
represents another risk. Although very high, leverage has improved
consistently since 2011 due largely to revenue and EBITDA growth
given investment in cable networks, digital services and joint
ventures resulted in minimal free cash flow generation over this
period and modest debt repayment. Looking forward, ratings are
supported by the company's improving liquidity including Moody's
projection for growing free cash flow generation over the next 12
months, more than $800 million of availability under the company's
two revolver facilities, and no significant maturities until 2018.

Moody's base case forecast includes growing cash flow primarily
from Univision's cable networks with additional growth from newer
digital revenue streams as well as from core television and radio
broadcast operations in 2015 followed by a lift in 2016 from record
levels of political ad spending. Moody's expects consolidated
revenue in 2015 to be modestly down compared to 2014 given the
absence of $174 million of World Cup advertising and the lack of
significant political ad demand in a non-election year, partially
offset by growth in core ad revenue and retransmission fees. The
positive outlook reflects Moody's expectation that, despite a
modest revenue decline in 2015, EBITDA and free cash flow will
continue to grow due to an increase in high margin retransmission
fees, better performance for radio operations based on improved
audience ratings, and benefits from cost controls. As a result,
Moody's expects debt-to-EBITDA to improve to less than 8.5x over
the next 12 to 18 months (including Moody's standard adjustments
and excluding non-cash revenue, or less than 7.6x excluding the
Televisa convertible note). The proposed notes favorably extend
near term debt maturities and will result in lower annual interest
expense. Moody's believe management is focused on realizing returns
from the company's growth investments over the past three years
potentially to position itself for an IPO as well as to facilitate
an eventual exit or reduction in ownership by its financial
sponsors which have held their positions in Univision since 2007.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Univision Communications, Inc., headquartered in New York, is a
leading Spanish-language media company in the U.S. The company's
television operations (85% of FY2014 revenue) include owned and
operated broadcast stations; Univision Network; UniMas (formerly
TeleFutura); as well as Univision Cable Networks such as
Galavision, Univision tlnovelas, Univision Deportes, ForoTV, and De
Pelicula. Univision Radio (10% of revenue) includes the company's
owned and operated radio stations. Digital (5% of revenue) includes
a network of online and mobile apps as well as video, music and
advertising services. Univision was acquired by a consortium of
private equity firms (including Madison Dearborn Partners, Inc.,
Providence Equity Partners, Inc, Saban Capital Group, Inc., TPG
Capital, and Thomas H. Lee Partners, L.P.) for $13.7 billion in
2007. Grupo Televisa, S.A.B. (Televisa; Baa1 stable) is a related
entity owning 38% of the company largely due to its $1.2 billion
investment in Univision in 2010 for 5% direct ownership plus an
option to purchase an additional 30% of the company at a fixed
price. For the 12 months ended December 31, 2014 the company's
revenue totaled $2.9 billion.



US CAPITAL: Battle Over Future of Fashion Mall Looms
----------------------------------------------------
Law360 reported that parties fighting over a vacant Plantation,
Florida, shopping mall will square off in a battle over whether to
continue a liquidation and proceed with an asset sale or try to
reorganize the company and allow the majority owner to redevelop
the property.

According to the report, Tangshan Ganglu Iron & Steel Co. Ltd., the
majority owner of the entity formed to oversee the development of
Plantation's defunct Fashion Mall, has asked the bankruptcy court
to convert the Chapter 7 proceeding into a Chapter 11
reorganization.

                    About US Capital Holdings

US Capital/Fashion Mall is the owner of the former "Fashion Mall
at Plantation", now vacant, located at 321 N. University Drive, in
Plantation, Florida.  US Capital Holdings is the 100% owner of US
Capital/Fashion Mall.  The mall -- http://www.321north.com-- is   

presently dormant, in part, as a result of a redevelopment plan
for the mall of a project called 321 North, which is intended to
be a major, retail, office and residential project.  The mall
suffered extensive hurricane damage from Hurricane Wilma.

US Capital Holdings, LLC, and an affiliate, US Capital/Fashion
Mall, LLC, filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
12-14517 and 12-14519) in Forth Lauderdale, Florida, on Feb. 24,
2012.  The Debtor listed assets of $11,496 and liabilities of
$22,777,428.  Judge John K. Olson presides over the case.  

On Oct. 14, 2014, US Capital/Fashion Mall, LLC, filed for Chapter
7
liquidation (Bankr. S.D. Fla. Case No. 14-32819).  Judge John K.
Olson presides over the case.  

The Debtor is represented by Thomas M. Messana, Esq., at Messana
P.A., in Fort Lauderdale, Florida.

As reported by the the Troubled Company Reporter on Oct. 16, 2014,
Brian Bandell, Senior Reporter at the South Florida Business
Journal, said US Capital listed both its assets and debts between
$10 million and $50 million each.  Business Journal added that
parent company Mapuche LLC also filed for Chapter 7 in the same
month.  Business Journal stated that Wei Chen -- the manager of
Mapuche LLC, the entity that controls the Debtor -- signed the
Chapter 7 liquidation petition on behalf of Mapuche, the Debtor
and
U.S. Capital/Fashion Mall.


VERITEQ CORP: Effecting a 1-for-1000 Reverse Stock Split
--------------------------------------------------------
VeriTeQ Corporation's Board of Directors and FINRA have approved a
reverse split of the Company's common stock at a ratio of
1-for-1000, commencing at the open of trading on Feb. 11, 2015.

The Company's ticker symbol will be VTEQD for 20 trading days to
designate that it is trading on a post-reverse split basis.
VeriTeQ's post-split common stock will trade under the new CUSIP
Number 923449 201.  As a result of the reverse stock split, each
1,000 pre-split shares of common stock outstanding will
automatically combine into one new share of common stock without
any action on the part of the respective holders, and the number of
outstanding common shares will be reduced to approximately 1.2
million shares.  The reverse stock split will also apply to common
stock issuable upon the conversion of outstanding notes payable and
convertible preferred stock, and upon the exercise of outstanding
warrants and stock options.

The Company's transfer agent, VStock Transfer, LLC, will provide
instructions to stockholders regarding the process for exchanging
shares.  No fractional shares will be issued as a result of the
reverse stock split, and stockholders who otherwise would be
entitled to a fractional share will receive, in lieu thereof, a
cash payment which will equal the product obtained by multiplying
(a) the fraction to which the stockholder would otherwise be
entitled; by (b) the per share closing sales price of the Company's
common stock on the effective date of the reverse stock split.

The reverse stock split was previously approved by the Company's
stockholders at the 2014 Annual Meeting of Stockholders held on
Dec. 18, 2014.  Further details of the reverse stock split are
contained in the Company's current report on Form 8-K filed with
the Securities and Exchange Commission, a copy of which is
available for free at http://is.gd/tqc6Y2

                           About VeriTeQ

VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment.  VeriTeQ --
http://www.veriteqcorp.com/-- offers the world's first FDA
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care.  VeriTeQ's dosimeters provide patient safety mechanisms
while measuring and recording the dose of radiation delivered to a
patient in real time.

Veriteq Corporation reported a net loss of $15.07 million on
$18,000 of sales for the year ended Dec. 31, 2013, as compared
with a net loss of $1.60 million on $0 of sales for the year ended
Dec. 31, 2012.

As of Sept. 30, 2014, the Company had $6.77 million in total
assets, $14 million in total liabilities, and a $7.18 million
stockholders' deficit.

EisnerAmper LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred recurring net losses, and at Dec. 31,
2013, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.


VICTORY ENERGY: Plans to Merge with Lucas Energy
------------------------------------------------
Victory Energy Corporation and Lucas Energy Inc. have executed a
letter of intent and term sheet for a proposed business combination
between the two companies.  The business combination is contingent
on the signing of a definitive merger agreement, which will contain
customary terms and conditions.  The parties expect that the
business combination will involve the issuance of equity by Lucas
to Victory's shareholders with no cash payment being made.  The
parties also expect that upon completion of the business
combination, the shareholders of Victory and Victory's partner
Navitus Energy Group will own more than a majority of outstanding
Lucas shares.

The letter of intent contains a binding exclusivity provision that
requires the two companies to work toward a definitive merger
agreement to the exclusion of other potential merger partners.
Victory and Lucas are also negotiating the terms of a funding
agreement that is intended to provide the capital necessary for
Lucas to satisfy its obligations for several Eagle Ford wells,
critical accounts payable and to provide Lucas with necessary
working capital during the period prior to the consummation of the
business combination.

The parties expect that as part of the transaction seven of Lucas'
high-grade Eagle Ford wells with varying working interests from a
portfolio of 130 future drilling locations will be funded and
brought into production during the period from February through
June of 2015.  Based on nearby EOG Resources and Marathon Oil well
production volumes in addition to internal economic reservoir
calculations, the parties anticipate that the monthly production
revenue from these combined wells will exceed $1,100,000 of revenue
to the company interest, assuming a price per barrel of oil of $50,
which would bring both companies into a positive cash-flow position
and add significant proved producing reserves to the combined 2015
company portfolio.

Victory and Lucas expect that funding of these obligations will
come from a variety of sources, including certain affiliates of
Victory.  These sources anticipate total funding needs of
approximately $12 million during the business combination with
additional funding for post-closing debt reduction and expansion to
exceed $8 million.

"The expected combination of the two companies will allow Victory
and Lucas shareholders to enjoy the benefits of a much larger NYSE
MKT listed company, the synergies of a single management structure
and reporting company, which will hold valuable assets in two of
the most active and profitable basins in North America, the Permian
and the Eagle Ford," said Kenny Hill, chief executive officer of
Victory Energy Corporation.

"We are extremely excited by the opportunity to combine with
Victory.  We believe that the proposed combination will enhance our
access to capital, diversify our asset base, strengthen our balance
sheet and allow us to scale.  We are pleased to have identified a
strategic partner that can help us expand our scope of operations
and improve our financial condition," said Anthony C. Schnur, chief
executive officer of Lucas Energy Inc.
Kenneth E. Hill, the current chief executive officer and Director
of Victory Energy, is expected to serve as the chief executive
officer and president of the combined company.  Other executive and
officer appointments will be determined at a later date.

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

Victory Energy reported a net loss of $2.11 million on $735,000 of
total revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $7.09 million on $326,000 of total revenues in 2012.

As of Sept. 30, 2014, the Company had $5.48 million in total
assets, $2.44 million in total liabilities and $3.04 million in
total stockholders' equity.

Weaver & Tidwell, LLP, in Fort Worth, Texas, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has experienced recurring losses since its
inception and has an accumulated deficit.  These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.


VIGGLE INC: To Sell $40 Million of Securities
---------------------------------------------
Viggle Inc. filed a Form S-3 registration statement with the U.S.
Securities and Exchange Commission to register $40,000,000
worth of its common stock, preferred stock, warrants and units.

The Company's common stock is traded on the NASDAQ Capital Market
under the symbol "VGGL."  On Feb. 6, 2015, the last reported sales
price for the Company's common stock was $2.20 per share.  As of
that date, the aggregate market value of the Company's outstanding
common stock held by non-affiliates was approximately $17,579,749
based on 16,556,881 shares of the Company's outstanding common
stock, of which approximately 7,990,795 shares were held by
non-affiliates.

The Company said it may offer the securities directly or through
agents or to or through underwriters or dealers.

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

                        http://is.gd/VwgAHV

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle reported a net loss of $68.4 million on $18 million of
revenues for the year ended June 30, 2014, compared with a net
loss of $91.4 million on $13.9 million of revenues for the year
ended June 30, 2013.

As of Dec. 31, 2014, the Company had $72.1 million in total assets,
$51.02 million in total liabilities, $3.75 million in series C
convertible redeemable preferred stock, and $17.4 million in total
stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2014.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2014, has a deficiency in working capital that raises substantial
doubt about its ability to continue as a going concern.


VIRTUAL PIGGY: Network of Goods, Merchants "Greatly Increased"
--------------------------------------------------------------
Virtual Piggy, Inc., disclosed that in the second half of 2014,
Oink greatly increased its network of digital goods and retail
merchants.  In the digital goods category, Oink expanded
predominantly by integrating with Facebook, Wargaming, Fantage as
well as other gaming sites. Further expanding Oink's offerings in
the digital goods space, the company recently signed an agreement
with Grammy-winning record producer Rodney Jerkins to help develop
the music and digital goods market within the Oink platform.
Working with Jerkins, Oink will build a rewards program around the
Oink wallet that provides unique access to music and events through
collaborations with Evolve Music and individual music artists.
Oink expects to announce the first collaborations in late Q1.

"Everyone at Oink is excited to be working with Rodney (Darkchild)
Jerkins and his team as we believe the connection of music with our
audience is far-reaching and significant," said Dr. Jo Webber, CEO
and founder of Oink.  "I also want to congratulate Rodney on
winning his eighth Grammy last night."

In December 2014 Virtual Piggy also released the Oink-branded
Discover prepaid card (NYSE: DFS).  The Oink card is currently
accepted in the more than 7 million locations online and in stores
across the US.  In its first four weeks, Oink saw a rapid increase
in the number of transactions and places where Oink is used. Top
spending categories for the Oink card in January are food, apparel,
and entertainment.

The Oink wallet was recognized in 2014 with a Gold Stevie award in
the Most Innovative Company category in the US and Canada.

                 About Oink (Virtual Piggy, Inc.)

Virtual Piggy is the provider of Oink, a secure online and in-store
teen wallet.  Oink enables teens to manage and spend money within
parental controls, while gaining valuable financial management
skills.  The technology company also delivers payment platforms
designed for the Under 21 age group in the global market, and
enables online businesses the ability to function in a manner
consistent with the Children's Online Privacy Protection Act and
similar international children's privacy laws.  The company, based
in Hermosa Beach, CA, is on the Web at: www.oink.com and holds
three technology patents, US Patent No. 8,762,230, 8,650,621 and
8,812,395.

The Company's balance sheet at Sept. 30, 2014, showed
$4.11 million in total assets, $5.59 million in total liabilities
and a stockholders' deficit of $1.49 million.

"The Company has incurred significant losses and experienced
negative cash flow from operations during the development stage.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern," according to the
Company's quarterly report for the period ended Sept. 30, 2014.


VISUALANT INC: Incurs $3.1 Million Net Loss in Dec. 31 Quarter
--------------------------------------------------------------
Visualant, Incorporated, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3.15 million on $1.84 million of revenue for the three
months ended Dec. 31, 2014, compared to a net loss of $846,000 on
$1.87 million of revenue for the same period a year ago.

As of Dec. 31, 2014, the Company had $3.22 million in total assets,
$9.46 million in total liabilities, all current, and a $6.24
million total stockholders' deficit.

"The Company anticipates that it will record losses from operations
for the foreseeable future.  As of December 31, 2014, our
accumulated deficit was $24,692,428.  The Company has limited
capital resources, and operations to date have been funded with the
proceeds from private equity and debt financings and loans from
Ronald P. Erickson, our Chief Executive Officer.  These conditions
raise substantial doubt about our ability to continue as a going
concern," the Company stated in the Report.

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

                       http://is.gd/SYSAme

                       About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $1 million on $7.98 million of
revenue for the year ended Sept. 30, 2014, compared to a net loss
of $6.60 million on $8.57 million of revenue for the year ended
Sept. 30, 2013.  

PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2014.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception.  These factors, according to
the auditors, raise substantial doubt about the Company's ability
to continue as a going concern.


W.R. GRACE: Pays $490MM to Close Out Obligations to Asbestos Trust
------------------------------------------------------------------
W.R. Grace & Co. said in federal filings that it has paid $490
million to close out its obligations to a trust paying the personal
injury asbestos claims that helped drive the Company into
bankruptcy.  

According to Rick Seltzer at Baltimore Business Journal, the
payment was made technically in exchange for a warrant the trust
owned.  The warrant was to acquire 10 million shares of Company
stock at $17 per share, the report adds.

Business Journal reports that the Company still has existing
agreements to make payments to a separate property damage trust.

Business Journal says that two trusts were created to assume almost
130,000 pending claims after the Company filed for Chapter 11
protection.  The report says that the trusts were established as
part of the Company's bankruptcy, which it exited last February.
Collectively, the Company funded them with more than $4 billion,
the report states, citing spokesperson Rich Badmington.  The report
adds that funding sources included cash, warrants to purchase
Company stock, deferred payment obligations, insurance proceeds and
payments from former company affiliates.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica   
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.
Mr. Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.

W.R. Grace & Co. and its debtor affiliates notified the U.S.
Bankruptcy Court for the District of Delaware that they have
satisfied or waived conditions to the occurrence of the effective
date of the First Amended Joint Plan of Reorganization
co-proposed by the Official Committee of Asbestos Personal Injury
Claimants, the Asbestos PI Future Claimants' Representative, and
the Official Committee of Equity Security Holders.  The effective
date of the Plan occurred on Feb. 3, 2014.


WACO TOWN SQUARE: Judge Isgur Rejects NSJS Claims Anew
------------------------------------------------------
The Bankruptcy Court issued an order requiring NSJS Limited
Partnership to dismiss a lawsuit pending in the 414th Judicial
District Court of McLennan County, Texas on July 24, 2013. This
requirement was pursuant to the Order Confirming Waco Town Square
Partners, LP and Waco Town Square Partners II, LP's Third Amended
Joint Chapter 11 Plan of Reorganization.  On appeal, the District
Court remanded for further consideration of the Bankruptcy Court's
constitutional authority, the requirements of the Confirmation
Order, and NSJS's excusable neglect defense.  In a February 11,
2015 Memorandum Opinion available at http://is.gd/ZiVSO0from
Leagle.com, Bankruptcy Judge Marvin Isgur explained that NSJS's
claims must be dismissed.

The District Court order was reported by the Troubled Company
Reporter on March 19, 2014.  A copy of District Judge Nancy F.
Atlas' Memorandum and Order dated March 13, 2014, is available at
http://is.gd/w8YXghfrom Leagle.com.

The Bankruptcy Court's prior order was reported by the Troubled
Company Reporter on Aug. 15, 2013, and is available at
http://is.gd/LMT55Zfrom Leagle.com.

                  About Waco Town Square Partners

Based in Sugar Land, Texas, Waco Town Square Partners, L.P., dba
Austin Avenue Flats, filed for Chapter 11 bankruptcy (Bankr. S.D.
Tex. Case No. 11-38928) on Oct. 21, 2011.  Judge David R. Jones
presides over the case.  Edward L. Rothberg, Esq., at Hoover
Slovacek LLP, served as the Debtor's counsel.  In its petition,
the Debtor estimated assets and debts of $1 million to $10
million.  The petition was signed by David Wallace, manager and
secretary.

Waco Town Square Partners II LP filed a separate petition (Bankr.
S.D. Tex. Case No. 11-38929) on the same day, listing $100,001 to
$500,000 in assets and $1 million to $10 million in debts.

SWB Waco SH, L.P. filed for Chapter 11 (Bankr. S.D. Tex. Case No.
10-38001) on Sept. 7, 2010.

On May 20, 2012, the Bankruptcy Court entered Order Confirming
Third Amended Joint Chapter 11 Plan of Reorganization of WTSP and
WTSP II, As Modified on the Record at the March 26, 2012 Hearing.


WALTER ENERGY: Morgan Stanley Reports 2.5% Stake as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Morgan Stanley disclosed that as of Dec. 31,
2014, it beneficially owned 1,628,663 shares of common stock of
Walter Energy representing 2.54 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/Y2QUZh

                         About Walter Energy

Walter Energy is a leading, publicly traded "pure-play"
metallurgical coal producer for the global steel industry with
strategic access to high-growth steel markets in Asia, South
America and Europe.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,900 employees with operations in
the United States, Canada and United Kingdom.

The Company's balance sheet at Sept. 30, 2014, showed $5.64
billion in total assets, $5.18 billion in total liabilities and
$455 million in total stockholders' equity.

                            *    *    *

As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Birmingham,
Ala.-based Walter Energy to 'CCC+' from 'SD'.  S&P believes the
company's capital structure is likely unsustainable in the
long-term absent an improvement in met coal prices.

The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'.
"The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away."


WALTER ENERGY: Vanguard Reports 4.8% Stake as of Dec. 31
--------------------------------------------------------
The Vanguard Group disclosed in Schedule 13G filed with the U.S.
Securities and Exchange Commission that as of Dec. 31, 2014, it
beneficially owned 3,287,009 shares of common stock of Walter
Energy Inc representing 4.82 percent of the shares outstanding.  

Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The
Vanguard Group, is the beneficial owner of 92,356 shares or .13% of
the Common Stock outstanding of the Company as a result of its
serving as investment manager of collective trust accounts.

A copy of the regulatory filing is available for free at:

                        http://is.gd/oStzMg

                        About Walter Energy

Walter Energy is a leading, publicly traded "pure-play"
metallurgical coal producer for the global steel industry with
strategic access to high-growth steel markets in Asia, South
America and Europe.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,900 employees with operations in
the United States, Canada and United Kingdom.

The Company's balance sheet at Sept. 30, 2014, showed $5.64
billion in total assets, $5.18 billion in total liabilities and
$455 million in total stockholders' equity.

                            *    *    *

As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Birmingham,
Ala.-based Walter Energy to 'CCC+' from 'SD'.  S&P believes the
company's capital structure is likely unsustainable in the
long-term absent an improvement in met coal prices.

The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'.
"The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away."


WAYNE COUNTY, MI: Could Face Financial Crisis
---------------------------------------------
Reuters, citing county documents, reported that Wayne County,
Michigan, in which the formerly bankrupt city of Detroit is
located, could face a fiscal crisis as early as August.

According to the report, the county's general fund had an annual
deficit of about $50 million during the last three years, primarily
due to a decline in property tax revenue, an unsustainable
defined-benefit pension plan, healthcare inflation, and budget
overruns in the sheriff and prosecutors' offices.  The projected
fiscal year 2015 deficit for Wayne County's general fund is $73
million, the report said, citing a document prepared by Ernst &
Young.

                         *     *     *

The Troubled Company Reporter, on Feb. 10, 2015, reported that
Moody's Investors Services has downgraded to Ba3 from Baa3 the
rating on the general obligation limited tax (GOLT) debt of Wayne
County, MI. The county has a total of $695 million of long-term
GOLT debt outstanding, of which $336 million is rated by Moody's.
An additional $302 million of short-term GOLT delinquent tax
anticipation notes are outstanding. The outlook remains negative.

The TCR, on Feb. 9, 2015, also reported that Fitch Ratings has
placed the following Wayne County ratings on Rating Watch
Negative:

  -- $190.9 million limited tax general obligation (LTGO) bonds
     issued by Wayne County 'BB-';

  -- $54.9 million building authority (stadium) refunding bonds,
     series 2012 (Wayne County LTGO) issued by Detroit/Wayne
     County Stadium Authority 'BB-';

  -- $207.2 million building authority bonds issued by Wayne
     County Building Authority 'BB-';

  -- Wayne County unlimited tax general obligation (ULTGO)
     (implied) 'BB'.


WET SEAL: Alternative Chapter 11 Plan Proposals Due March 5
-----------------------------------------------------------
In the chapter 11 case of The Wet Seal, Inc., the Bankruptcy Court
on Feb. 5, 2015, entered an order approving and authorizing the
assumption of a Plan Sponsorship Agreement as modified, and
approving and authorizing the payment under certain specified
conditions of a breakup fee and expense reimbursement in accordance
with the terms of the modified Plan Sponsorship Agreement.

The Debtors and B. Riley Financial, Inc., which is providing DIP
financing, entered into the Plan Sponsorship Agreement dated
January 15, 2015.  A copy of the PSA is available at
http://is.gd/Aobrry

As set forth in the order, the breakup fee which may become payable
to the Plan Sponsor shall be limited to $625,000, after the Debtors
pay $375,000 in commitment fees pursuant to the DIP Financing
Agreement. Furthermore, such order provides that the reimbursement
of fees and expenses payable in connection with the Plan
Sponsorship Agreement and the DIP Financing Agreement, combined,
shall not exceed the amount set forth in the approved budget
accompanying the Final Order.

Furthermore, the Plan Sponsorship Agreement was modified to provide
that the Plan Sponsor agreed, subject to certain terms and
conditions set forth in the Plan Sponsorship Agreement, to purchase
80% of the common stock to be issued in the reorganized Company
pursuant to a chapter 11 plan of reorganization in consideration
for $25,000,000 (in the form of conversion of the principal amount
of the DIP Financing into equity and the remainder in cash) as
compared to $20,000,000 as originally provided for in the original
Plan Sponsorship Agreement.

Pursuant to the order, provisions set forth in the original Plan
Sponsorship Agreement that limited the Debtors' ability to solicit
and negotiate transactions other than the transaction with the Plan
Sponsor described in the Plan Sponsorship Agreement were deleted in
their entirety from the Plan Sponsorship Agreement.

Consistent with the deletion of these provisions, the Debtors have
filed a motion in the Chapter 11 Cases seeking approval of proposed
bid procedures governing the submission of competing superior
proposals to sponsor an alternative chapter 11 plan of
reorganization or to acquire all or substantially all of the
Debtors' assets pursuant to Section 363 of the Bankruptcy Code, and
in each case to provide replacement debtor-in-possession financing.
The proposed bid procedures set forth, among other things, a
deadline to submit a superior proposal for an alternative
transaction of no later than March 5, 2015 with an auction (if a
superior proposal is timely received) to be held on March 10, 2015
to determine the highest or otherwise best bid.

                        About Wet Seal

The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015.  The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old.  Wet Seal
listed total assets of $92.8 million and total liabilities of
$103.4 million as of Nov. 1, 2014.  

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor.  The
Debtors' investment banker is Houlihan Lokey.  The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the DIP lender and plan sponsor, is represented by Van C.
Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.


WET SEAL: Has Final Approval of $20MM B. Riley DIP Financing
------------------------------------------------------------
The Wet Seal, Inc. sought and obtained a final bankruptcy court
order on February 5, 2015, that authorized the Debtors to obtain
post-petition financing and to borrower from a lender pursuant to
the terms of the DIP financing agreement on a final basis.

In connection with the Chapter 11 Cases, the Debtors filed a motion
seeking Bankruptcy Court approval of debtor-in-possession financing
on the terms set forth in that certain Senior Secured,
Super-Priority Debtor-in-Possession Credit Agreement, dated as of
January 15, 2015, by and among the Debtors and B. Riley Financial,
Inc., as Lender.  

The DIP Financing Agreement provides for a senior secured,
super-priority credit facility of up to $20.0 million on the
closing date of the DIP Financing, the availability of which is
reduced by a $5.0 million availability block, which Availability
Block is subject to reduction at the sole discretion of the Lender.
Loans under the DIP Financing will be capped at the lesser of this
commitment and a borrowing base (which is subject to reserves).

The maturity date of the DIP Financing is the earlier of (a) May
15, 2015, unless otherwise extended by the Lender in its
discretion, and (b) no less than five business days after the
termination of the Plan Sponsorship Agreement entered into between
the Debtors and B. Riley Financial, Inc. on January 15, 2015, as
amended.

As set forth in the Final Order, the "applicable rate" of interest
in the DIP Financing Agreement was reduced two percentage points
from 10.25% to 8.25% per annum and the "default rate" of interest
in the DIP Financing Agreement was reduced from 12.5% to 10.25%.

Pursuant to the Final Order, the reasonable out of pocket costs and
expenses of the Lender in connection with the DIP Financing
Agreement and the Plan Sponsor in connection with the Plan
Sponsorship Agreement are to be paid by the Debtor; provided,
however, notwithstanding anything to the contrary contained in the
Plan Sponsorship Agreement or the DIP Financing Agreement, the
reimbursement of fees and expenses payable by the Debtors in
connection with the Plan Sponsorship Agreement and the DIP
Financing Agreement, combined, shall not exceed the amount set
forth for such expenses in the budget approved by the Bankruptcy
Court.

                  About B. Riley Financial Inc.

B. Riley Financial, Inc. -- http://www.brileyfin.com-- provides
collaborative financial services and solutions through several
subsidiaries, including: B. Riley & Co. LLC, an investment bank
which provides corporate finance, research, and sales & trading to
corporate, institutional and high net worth individual clients;
Great American Group, LLC a provider of advisory and valuation
services, asset disposition and auction solutions, and commercial
lending services; and B. Riley Asset Management, LLC, a provider of
investment products to institutional and high net worth investors.

B. Riley Financial, Inc. is headquartered in Los Angeles with
offices in major financial markets throughout the United States and
Europe.  

                        About Wet Seal

The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015.  The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old.  Wet Seal
listed total assets of $92.8 million and total liabilities of
$103.4 million as of Nov. 1, 2014.  

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor.  The
Debtors' investment banker is Houlihan Lokey.  The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the DIP lender and plan sponsor, is represented by Van C.
Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.


WET SEAL: Has Final Okay of $18.3MM BofA Letter of Credit Deal
--------------------------------------------------------------
The Wet Seal, Inc. sought and obtained a final bankruptcy court
order on February 5, 2015, that approved a debtor-in-possession
financing on the terms set forth in a Senior Secured,
Super-Priority Debtor-in-Possession Letter of Credit Agreement,
dated as of January 15, 2015 -- DIP LC Agreement -- by and among
the Debtors and Bank of America, N.A., as L/C Issuer.

The DIP LC Agreement provides for a senior secured, super-priority
debtor-in-possession letter of credit facility of up to
approximately $18.3 million on the closing date of the DIP LC
Financing.

Pursuant to the terms and conditions of such final order, the
Debtors were authorized on a final basis to incur and perform
post-petition obligations under the DIP LC Agreement and to provide
cash collateral as provided by such agreement.

                        About Wet Seal

The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015.  The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old.  Wet Seal
listed total assets of $92.8 million and total liabilities of
$103.4 million as of Nov. 1, 2014.  

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor.  The
Debtors' investment banker is Houlihan Lokey.  The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the DIP lender and plan sponsor, is represented by Van C.
Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.


WET SEAL: Judge Approves B. Riley as Lead Bidder
------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
U.S. Bankruptcy Judge Christopher Sontchi in Delaware approved a
preliminary deal between Wet Seal Inc. and B. Riley & Co. proposing
that B. Riley, who is also the retailer's DIP lender, take 80% of
the equity in a reorganized Wet Seal in exchange for $25 million,
$5 million more than had initially been offered.

William J. Rochelle III, a bankruptcy columnist for Bloomberg News,
reported that the Official Committee of Unsecured Creditors
negotiated an increase in Wet Seal's sale price to $25 million.  At
the committee's behest, Riley dropped a "no-shop" provision,
opening the way for Wet Seal and the creditors to solicit competing
offers, the Bloomberg report related.

The Bloomberg report added that under proposed sale procedures,
competing bids will be due March 5, with an auction on March 10.
If it loses at auction, B. Riley, the parent of liquidator Great
American Group LLC, will collect a breakup fee of $625,000 and a
$375,000 commitment fee for the DIP loan, the Bloomberg report
said.

                          About Wet Seal

The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081
to 15-10084) on Jan. 15, 2015.  The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old.  Wet Seal
listed total assets of $92.8 million and total liabilities of
$103.4 million as of Nov. 1, 2014.  

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq.,
and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor.  The
Debtors' investment banker is Houlihan Lokey.  The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.


WET SEAL: U.S. Trustee Forms 5-Member Creditors' Committee
----------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, T. Patrick
Tinker, Acting United States Trustee, Region 3, appointed these
entities to the Official Committee of Unsecured Creditors in
connection with the Chapter 11 cases of The Wet Seal, Inc., et
al.:

     1. Hudson Bay Master Fund Ltd.
        c/o Toav Roth or Victor Simonte
        777 Third Ave., 30th Floor
        New York, NY 10017
        Tel: (212) 571-1244
        Fax: (212) 571-1279

     2. Simon Property Group, Inc.
        Attn: Jim Napoli
        225 West Washington Street
        Indianapolis, IN 46204
        Tel: (317) 263-2346
        Fax: (317) 263-7901

     3. GGP Limited Partnership
        Attn: Julie Minnick Bowden
        110 North Wacker Drive
        Chicago, IL 60606
        Tel: (312) 960-2707
        Fax: (312) 442-6374

     4. Hansae Co. Ltd.
        Attn: Yong-Baek Lee, Yeouido-Dong
        5F, 29 Eunhaeng-Ro Yeongdeungpo-Gu
        Seoul, Korea KR
        Tel: +02 3779 0779
        Fax: +02 3779 5599

     5. Heart and Hips
        Attn: Jarvis Park
        2424 E. 26th Street
        Vernon, CA 90058
        Tel: (213) 765-0300

                        About Wet Seal

The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015.  The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old.  Wet Seal
listed total assets of $92.8 million and total liabilities of
$103.4 million as of Nov. 1, 2014.  

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor.  The
Debtors' investment banker is Houlihan Lokey.  The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the DIP lender and plan sponsor, is represented by Van C.
Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.


WET SEAL: Unsecureds to Recoup 5% Under B Riley-Backed Plan
-----------------------------------------------------------
The Wet Seal, Inc. and its subsidiary Debtors filed with the
Bankruptcy Court in Wilmington, Delaware, a joint plan of
reorganization and explanatory disclosure statement.

A hearing to approve the Disclosure Statement is set for March 18,
2015, at 11:30 a.m. at US Bankruptcy Court, 824 Market St., 5th
Fl., Courtroom #6, Wilmington, Delaware. Objections are due by
March 11.

              B. Riley to Own 80% of Reorganized WSI

The Plan provides for the payment in full of all Administrative
Claims, the satisfaction of all Allowed Secured Claims, and the
payment in full of all Allowed Priority Tax Claims and Non-Tax
Priority Claims, consistent with section 1129 of the Bankruptcy
Code.

The Plan provides for the cancellation of all of the Debtors'
existing equity interests and the issuance of new common stock in
Reorganized WSI:

     (i) 80% of which New Equity will be purchased by B. Riley
Financial, Inc., as Plan Sponsor and DIP Lender, in exchange for an
aggregate amount of $25 million in the form of (x) conversion of
the principal amount under the DIP Facility into equity and (y)
cash; and

    (ii) the remaining portion of which New Equity will be issued
to Holders of Allowed General Unsecured Claims whose Claims are not
otherwise cashed out, settled or resolved under the terms of the
Plan.

               5% Recovery to Gen. Unsecured Claims

The Plan further provides for Cash payment to Holders of Allowed
Convenience Claims (Unsecured Claims which are less or equal to
$30,000 in the aggregate) and Holders of Allowed General Unsecured
Claims that make the Cash Payment Election.  Those Holders will
receive, in full satisfaction, settlement, release, and discharge
of and in exchange for such Allowed Claims, a Cash payment equal to
[5]% of such Allowed Claims unless the Holder of the Allowed
General Unsecured Claim agrees in writing with the Debtor or the
Reorganized Debtor, and with the Plan Sponsor, to accept some less
favorable treatment of its Allowed General Unsecured Claim. The New
Equity that would have been issued to a Holder of an Allowed
General Unsecured Claim that makes the Cash Payment Election shall
instead remain unissued.

Only the Holders of General Unsecured Claim in Class 5 and
Convenience Claims in Class 6 are entitled to vote on the Plan.  

Holders of Subordinated 510(c) Claims in Class 7, Subordinated
510(b) Claims in Class 8, and Old Equity Interests in Class 9 are
out of the money and deemed to reject the Plan.

Holders of Prepetition Credit Agreement Claims in Class 1, Secured
Tax Claims in Class 2, Other Secured Claims in Class 3 and Non-Tax
Priority Claims in Class 4 are deemed to accept the Plan.

As of the Petition Date, the Debtors were indebted to Bank of
America, N.A. -- Prepetition Lender -- under the Amended and
Restated Credit Agreement dated as of February 3, 2011, by and
among the Debtors, Bank of America, N.A., as the administrative
agent, collateral agent, L/C issuer and swing line lender, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger
and sole bookrunner, and the other lenders party thereto.

As of the Petition Date, there were no outstanding borrowings under
the Prepetition Credit Agreement, and all letters of credit issued
by the Prepetition Lender (approximating $10.8 million) were fully
cash collateralized by the Debtors. The Prepetition Lender asserts
contingent and unliquidated indemnification claims against the
Debtors and that such claims are secured by its lien.

As of the Petition Date, the Prepetition Lender held a first
priority lien against the Debtors' cash, cash equivalents,
investments, receivables and inventory, but not their
intellectual property.

The approximately $10.8 million of letters of credit outstanding
under the Prepetition Credit Agreement as of the Petition Date have
been rolled up into the L/C Facility pursuant to the terms of the
L/C Credit Agreement and as approved by the Bankruptcy Court. The
amounts of letters of credit outstanding as of the Petition Date
have been further reduced after the Petition Date as a result of
draws by certain of the Debtors' factors.

Other than the claims of the Prepetition Lender, the Debtors do not
have any material secured debt.  The Debtors estimate that other
secured claims do not exceed $100,000 in the aggregate.

The Debtors believe that unsecured claims against the estate should
not exceed $130 million assuming no additional store closures or
reductions in force. Unsecured claims against
the Debtors include: (i) the senior convertible notes in the
principal amount as of the Petition Date of $24.9 million issued to
Hudson Bay Master Fund Ltd., (ii) accrued and unpaid trade
and other unsecured debt incurred in the ordinary course of the
Debtors' businesses, (iii) unpaid amounts owed to the Debtors'
vendors and to factors under related factoring agreements, (iv)
claims by landlords for unpaid rent and other breaches of the
Debtors' leases, and (v) claims arising from the closure of 338 of
the Debtors' retail stores, including both claims asserted by the
Debtors' landlords under the Debtors' leases as well as claims
asserted by employees that were laid off.

A copy of the 141-page explanatory Disclosure Statement is
available at http://bankrupt.com/misc/WetSealDS.pdf

                        About Wet Seal

The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015.  The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old.  Wet Seal
listed total assets of $92.8 million and total liabilities of
$103.4 million as of Nov. 1, 2014.  

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor.  The
Debtors' investment banker is Houlihan Lokey.  The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the DIP lender and plan sponsor, is represented by Van C.
Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.

On January 30, 2015, the U.S. Trustee appointed an official
committee of unsecured creditors.  The co-chairs of the Creditors
Committee are Hudson Bay and Simon Property Group, Inc., and the
other members of the Creditors Committee are GGP Limited
Partnership, Hansae Co. Ltd., and Heart and Hips.  Simon and GGP
are landlords under multiple of the Debtors' leases and Hansae and
Heart and Hips are vendors to the Debtors. The proposed counsel to
the Creditors Committee is Pachulski Stang Ziehl & Jones LLP and
the proposed financial advisor to the Creditors Committee is
Province, Inc.

The meeting of creditors under section 341(a) of the Bankruptcy
Code is set for February 23, 2015 at 10:00 a.m. at the J. Caleb
Boggs Federal Building, 844 King St., Room 5209, Wilmington,
Delaware 19801.


WYNN LAS VEGAS: Moody's Assigns Ba2 Rating on $1.75MM Sr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Wynn Las Vegas,
LLC's proposed $1.75 billion senior notes due 2025. Net proceeds
from the notes will be used to refinance the company's $377 million
7 7/8% first mortgage notes due 2020 (NR) and $1.226 billion 7 ¾%
first mortgage notes due 2020 (Ba2). The new notes will have
similar terms to Wynn Las Vegas, LLC's existing senior unsecured
notes due 2023 (NR).

Wynn Las Vegas, LLC (WLV) is a wholly-owned subsidiary of Wynn
Resorts, Limited (Wynn). Wynn owns and operates casino hotel resort
properties in Las Vegas, Nevada and Macau, China. Wynn has a Ba1
Corporate Family Rating and stable rating outlook.

Moody's will withdraw the Ba2 ratings on WLV's 7 ¾% first mortgage
notes due 2020 once the transaction closes.

New rating assigned:

  Proposed WLV $1.75 billion senior unsecured notes due 2025 -- Ba2
(LGD 5).

Ratings Rationale

The Ba2 rating assigned to WLV's new notes -- one notch lower than
Wynn's Corporate Family Rating -- reflects a consolidated rating
approach, whereby Moody's view all of the operations of Wynn as a
single enterprise for analytic purposes, regardless of whether or
not financings for some subsidiaries are done on a stand-alone
basis. The Ba2 rating on the new notes also reflects its unsecured
status.

Wynn's Ba1 Corporate Family Rating reflects the quality,
popularity, and favorable reputation of Wynn's casino properties --
a factor that continues to distinguish the company from most other
gaming operators. Also supporting the rating is the company's
strong financial profile which will provide the company will an
adequate buffer against gaming revenue declines in Macau, China.
Net debt/EBITDA is about 3.0 times and EBITDA/Interest is about 6.0
times.

Key credit concerns include Moody's view that Wynn's
diversification remains limited despite the fact that it is one of
the largest U.S. gaming operators in terms of revenue. The
company's revenues and cash flow are concentrated in only two
gaming markets -- Las Vegas, Nevada and Macau, China -- which makes
it highly susceptible to specific market, economic, and regulatory
trends.

Wynn's stable rating outlook incorporates Moody's opinion that
despite recent gaming declines in Macau resulting largely from the
Chinese government's ongoing effort to combat corruption and the
slowing economic growth in China, the Macau market will continue
grow in terms of visitation and consumer demand trends, albeit at a
rate slower than it has in the past.

Ratings improvement is limited at this time given the highly
secured nature of the company's consolidated debt capital
structure; a characteristic that Moody's do not believe is
consistent with an investment grade rating. While the security has
been released at the company's Las Vegas subsidiary, the secured
credit facilities at its Macau and Wynn America subsidiaries, on a
fully drawn basis, continues to account for a significant portion
of Wynn's consolidated debt.

Ratings could be lowered if Wynn's financial the gaming demand
environment in Macau dramatically weakens from current levels,
and/or it appears Wynn's consolidated net debt/EBITDA will, for any
reason, rise and remain above 3.5 times.

The principal methodology used in these ratings was Global Gaming
Industry published in June 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.



XRPRO SCIENCES: Dr. Warner Reports 26.9% Stake as of Jan. 31
------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commmission, Dr. Benjamin Warner, chief scientific officer of XRpro
Sciences, Inc., disclosed that as of Jan. 31, 2015, he beneficially
owned 3,504,804 shares of common stock of the Issuer representing
26.9 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/vWUu4B

                            About XRpro

Caldera Pharmaceuticals, Inc., amended its certificate of
incorporation to change its name to XRpro Sciences, Inc., effective
Dec. 4, 2014.

Based in Cambridge, Massachusetts, Caldera is a drug discovery and
pharmaceutical services company that is based on a proprietary
x-ray fluorescence technology, called XRpro(R).

Caldera incurred a net loss applicable to common stock of
$5.88 million in 2013, a net loss of $952,000 in 2012, and a net
loss of $2.35 million in 2011.

The  balance sheet at Sept. 30, 2014, showed $3.96 million in total
assets, $3.60 million in total liabilities, $133,000 in convertible
redeemable preferred stock, and $225,000 of stockholders' equity.


YELLOWSTONE MOUNTAIN: Cincinnati Insurance Off the Hook for $9.7MM
------------------------------------------------------------------
Law360 reported that the U.S. Court of Appeals for the Ninth
Circuit affirmed that Cincinnati Insurance Co. doesn't have to
cover a $9.7 million allowed claim in underlying litigation between
Yellowstone Club World LLC's bankruptcy trustee and the company's
co-founder, finding that Cincinnati's duty to defend was never
triggered because it didn't receive notice from a named insured.

According to the report, in a brief opinion, a three-judge panel
said that Cincinnati isn't liable for the allowed claim in the
litigation between YCW trustee Ross P. Richardson and company
co-founder Edra D. Blixseth.

The appeals case is In re: Ross Richardson, et al v. Cincinnati
Insurance Company, Case No. 13-35098 (9th Cir.).

                     About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski   
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


Z TRIM HOLDINGS: Edward Smith Reports 83.2% Stake as of Dec. 31
---------------------------------------------------------------
Edward B Smith, III, and his affiliates disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that as of

Feb. 9, 2015, they beneficially owned 102,054,992 shares of common
stock of Z Trim Holdings representing 83.2 percent of the shares
outstanding.

On Feb. 9, 2015, Mr. Smith was granted 31,000,000 warrants to
acquire 31,000,000 Shares in connection with his appointment as
chief executive officer of the Issuer.  The Warrants have an
exercise price of $0.45 per share, are immediately exercisable,
expire on the fifth anniversary of their issuance, may be exercised
on a cashless basis, are subject to full ratchet price
anti-dilution protection and entitled to registration rights.

A full-text copy of the regulatory filing is available at:

                        http://is.gd/X0jZoW

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings reported a net loss of $13.4 million in 2013, a
net loss of $9.58 million in 2012, and a net loss of $6.94 million
in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $3.17 million
in total assets, $3.28 million in total liabilities, and a $104,600
stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company does not have enough cash on hand to meet its current
liabilities and has had reoccurring losses as of Dec. 31, 2013.
These conditions raise substantial doubt about its ability to
continue as a going concern.


Z TRIM HOLDINGS: Obtains $500,000 From Private Placement
--------------------------------------------------------
Z Trim Holdings, Inc., closed a second round of its private
placement offering with four accredited investors in which it
raised gross proceeds of $500,000 and sold 125,000 units, with each
unit consisting of:

   (i) one share of 12.5% Redeemable Convertible Preferred Stock;
       and

  (ii) one warrant to acquire 8.56 shares of the Company's common
       stock, par value, $0.00005 per share, at an exercise price
       of $0.64 per share all pursuant to separate Securities
       Purchase Agreements entered into with each investor.  

In addition, the Company issued to each of the investors in the
first and second rounds of financing an additional warrant for each
Unit acquired to acquire 3.64 shares of the Company's Common Stock
at an exercise price of $0.64 per share.  The Initial Warrants
issued in the second closing are exercisable for 1,070,000 shares
of the Company’s Common Stock and the Additional Warrants issued
in the second closing are exercisable for an aggregate of 455,000
shares of the Company's Common Stock.  The sale was part of a
private placement offering in which the Company offered for sale a
maximum of 5,000,000 units (gross proceeds of $20,000,000).  

Prior to the second closing, the Company raised gross proceeds of
$1,040,000 in the initial closing of the Offering and sold 260,000
Units (260,000 Preferred Shares, Initial Warrants to acquire
2,225,600 shares of Common Stock and Additional Warrants to acquire
946,400 shares of Common Stock.  The Warrants expire on the fifth
anniversary of their issuance, may be exercised on a cashless
basis, are subject to full ratchet price anti-dilution protection
and entitled to registration rights.  The Preferred Shares are
nonvoting, accrue dividends at the rate per annum equal to 12.5% of
the sum of (i) the Stated Value (which initially is $4.00) until
the Maturity Date as defined in the Statement of Resolution
Establishing Preferred Shares and (ii) the amount of accrued and
unpaid dividends payable, are convertible into shares of Common
Stock at the option of the holder as described in the Statement of
Resolution Establishing Preferred Shares, have anti-dilution
protection, registration rights, may be redeemed under certain
circumstances, liquidation preference, protective provisions and
board rights under certain circumstances.

In addition, the members of the Company's Board of Directors
exchanged notes with an aggregate of $386,358 in principal and
accrued and unpaid interest for an aggregate of 96,589 Units
(representing one (1) Unit for every $4.00 of debt exchanged),
826,806 Initial Warrants and 351,586 Additional Warrants.

The Company intends to use the net proceeds of the Offering for
working capital and general corporate purposes, including without
limitation, to repay certain loans.

In addition, Edward B. Smith, III, and Morris Garfinkle were issued
warrants exercisable for 31,000,000 and 5,500,000 shares of Common
Stock, respectively, in consideration of the services to be
provided to the Company as chief executive officer of the Company
and Chairman of the Board, respectively.  The warrants issued to
Messrs. Smith and Garfinkle have an exercise price of $0.45 per
share and contain other terms that are similar to those of the
Initial Warrants.

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings reported a net loss of $13.4 million in 2013, a
net loss of $9.58 million in 2012, and a net loss of $6.94 million
in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $3.17 million
in total assets, $3.28 million in total liabilities, and a $104,600
stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company does not have enough cash on hand to meet its current
liabilities and has had reoccurring losses as of Dec. 31, 2013.
These conditions raise substantial doubt about its ability to
continue as a going concern.


ZOGENIX INC: Renee Tannenbaum Named to Board of Directors
---------------------------------------------------------
Renee Tannenbaum, Pharm.D., accepted an appointment to fill a
newly-created seat on the Board of Directors of Zogenix, Inc.,
effective on Feb. 6, 2015, according to a regulatory filing with
the U.S. Securities and Exchange Commission.  Based upon the
recommendation of the Board's Nominating/Corporate Governance
Committee, Dr. Tannenbaum was appointed as a Class III director,
with an initial term expiring at the 2016 annual meeting of the
Company's stockholders.

Dr. Tannenbaum, 62, currently serves as the Head of Global Customer
Excellence of AbbVie, Inc., a global, research-based
biopharmaceutical company, a position she has held since October
2012.  At AbbVie, Dr. Tannenbaum is responsible for building
commercial capabilities for headquarters and affiliate commercial
organizations.  Prior to joining AbbVie, Dr. Tannenbaum served as
President of Myrtle Potter & Company, LLC, a global life sciences
consulting and advisory firm, from January 2011 to October 2012.

Dr. Tannenbaum was executive vice president and chief commercial
officer at Elan Pharmaceutics, Inc., from May 2009 to January 2011,
where she was responsible for revenue generation for Elan's
marketed products; preparing for the commercialization of Elan's
pipeline; and strengthening Elan's overall commercial capabilities.
Prior to her role at Elan, Dr. Tannenbaum was at Novartis Pharma
AG for three years, where she led the global commercial operations
organization.  Prior to that, Dr. Tannenbaum spent nine years at
Bristol Myers Squibb and 16 years at Merck and Company, where she
held a variety of leadership positions in operations and general
management.  Dr. Tannenbaum served on the board of directors of
Immune Pharmaceuticals, Ltd from August 2011 to October 2012, and
Sharps Compliance Inc. from November 2012 to November 2014.  She
currently serves on the advisory boards of the Women Business
Leaders in the U.S. Healthcare Industry Foundation and the
Healthcare Businesswomen's Association.  Previously, Dr. Tannenbaum
served on the advisory board of BayBio, the Northern California
Life Sciences Association.  In addition, Dr. Tannenbaum was an
Assistant Professor of Clinical Pharmacy at the Philadelphia
College of Pharmacy and Sciences, now known as the University of
the Sciences at Philadelphia, and she retains a faculty position at
the University's Mayes College of Healthcare Business and Policy
and serves as the Dean's Professor.  Dr. Tannenbaum received her
Doctor of Pharmacy degree from the Philadelphia College of Pharmacy
and Sciences, her M.B.A. from Temple University, and her B.Sc.
degree in Pharmacy from the University of Connecticut.

In connection with her appointment to the Board, pursuant to the
Company's independent director compensation policy, Dr. Tannenbaum
has been granted an option to purchase 75,000 shares of the
Company's common stock, which have an exercise price per share
equal to $1.30, the fair market value of the Company's common stock
on the date of grant.  The options will vest over three years in
thirty-six equal monthly installments, subject to her continuing
service on the Board.  Dr. Tannenbaum will also receive cash
compensation for her service on the Board in accordance with the
Company's independent director compensation policy, as such policy
may be amended from time to time.  There are no other arrangements
or understandings between Dr. Tannenbaum and any other person
pursuant to which she was selected to serve on the Board.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.4 million in 2012.

As of Sept. 30, 2014, the Company had $107.02 million in total
assets, $49.5 million in total liabilities and $57.5 million in
total stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.


[*] James Garrity To Replace Judge Allan Gropper in New York
------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported that
James L. Garrity Jr., who left the New York bankruptcy bench in
1999, is coming back to replace retiring judge Allan L. Gropper.

According to the report, Mr. Garrity, during his first stint with
the court, oversaw several closely watched cases, including those
of Bank of Credit and Commerce International and retailer Jamesway
Corp.  Mr. Garrity, the Journal adds, has stints at Shearman &
Sterling LLP and, more recently, Morgan Lewis & Bockius LLP.


[*] Milwaukee Judge Pays Trustee Full Statutory Commissions
-----------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists at Bloomberg
News, reported that U.S. District Judge Lynn Adelman in Milwaukee
came down firmly on the side of paying statutory commissions to
Chapter 7 trustees regardless of how much or little time was spent
on the case.

According to the report, Judge Adelman explained how the appeal
from an order awarding about $28,000 in commission to a Chapter 7
trustee stemmed from a lack of clarity resulting from 2005
amendments to the Bankruptcy Code, citing cases from the U.S. Court
of Appeals in Richmond, Virginia, and the Bankruptcy Appellate
Panel in San Francisco, as standing for the proposition that
statutory commissions must be paid absent "extraordinary
circumstances."

The case is Mohns v. Lasner, 14-1280, 2015 BL 6596, U.S. District
Court, Eastern District Wisconsin (Milwaukee).


[*] Scott Olofson to Lead Epiq's Corporate Restructuring Group
--------------------------------------------------------------
Epiq Systems, Inc., a global provider of integrated technology
solutions for the legal profession, on Feb. 12 announced the
appointment of Scott Olofson, currently senior vice president of
corporate relations and business development, to lead corporate
restructuring solutions.  In his expanded role, Mr. Olofson will
lead operations, solicitations, consulting and strategic
initiatives and fill a recently vacated position.

Corporate restructuring is the flagship business within the
bankruptcy and settlement administration operating segment at Epiq
and is the point of reference for all client work that pertains to
Chapter 11 reorganizations.

"As a result of 13 years at Epiq, Scott brings extensive bankruptcy
industry experience and executive-level client relationships to our
market-leading corporate restructuring group," said Brad D. Scott,
president and chief operating officer, Epiq Systems.  "Scott will
continue to provide key leadership to the organization as we pursue
strategic initiatives and deliver the exceptional expertise,
resources and service that elevate Epiq from our peers.  This
appointment is but one of several over the last few months that
Epiq has made to strengthen the executive leadership team."

In addition to providing strategic counsel at the corporate level,
Mr. Olofson currently manages other bankruptcy groups and
previously served as general counsel at Epiq.  He had significant
involvement in Epiq’s entry into Chapter 11 case management
services in 2003 and continues to play a key role in the strategic
development of the bankruptcy solutions business.

He holds a BA from Pepperdine University and a JD from Thomas
Jefferson School of Law, and is an active member of the Illinois
State Bar Association.

                     About Epiq Systems

Epiq Systems -- http://www.epiqsystems.com/-- is a global provider
of integrated technology solutions for the legal profession,
including electronic discovery, bankruptcy, and class action and
mass tort administration.  It also offers full-service capabilities
to support litigation, investigations, financial transactions,
regulatory compliance and other legal matters.  The firm's
innovative technology and services, deep subject-matter expertise
and global presence spanning 45 countries served from 20 locations
allow it to provide secure, reliable solutions to the worldwide
legal community.


[^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures
-------------------------------------------------------
Introduction by James Alexander Miller, M.D.
Publisher:  Beard Books
Softcover: 355 pages
List Price: $34.95
Review by Henry Berry

Order your own personal copy today at http://bit.ly/1sTKOm6

As the subtitle points out, the seven lectures reproduced in this
collection are meant especially for general readers with an
interest in medicine, including its history and the cultural
context it works within. James Miller, president of the New York
Academy of Medicine which sponsored the lectures, states in his
brief "Introduction" that this leading medical organization "has
long recognized as an obligation the interpretation of the
progress of medical knowledge to the public." The lectures
collected here succeed admirably in fulfilling this obligation.

The authors are all doctors, most specialists in different areas
of medicine. Lewis Gregory Cole, whose lecture is "X-ray Within
the Memory of Man," is a consulting roentgenologist at New York's
Fifth Avenue Hospital. Harrison Stanford Martland is a professor
of forensic medicine at New York University College of Medicine.
Many readers will undoubtedly find his lecture titled "Dr. Watson
and Mr. Sherlock Holmes" the most engrossing one. Other doctor-
authors are more involved in academic areas of medicine and
teaching. Reginald Burbank is the chairman of the Section of
Historical and Cultural Medicine at the New York Academy of
Medicine. He lectured on "Medicine and the Progress of
Civilization." Raymond Pearl, whose selection is "The Search for
Longevity," is a professor of biology at Johns Hopkins University.

The authors' high professional standing and involvement in
specialized areas do not get in the way of their aim to speak to a
general audience. They are all skilled writers and effective
communicators. As the titles of some of the lectures noted in the
previous paragraph indicate, the seven selections of "Landmarks in
Medicine" focus on the human-interest side of medicine rather than
the scientific or technological. Even the two with titles which
seem to suggest concern with technical aspects of medicine show
when read to take up the human-interest nature of these topics.
"The Meaning of Medical Research", by Dr. Alfred E. Cohn of the
Rockefeller Institute for Medical Research, is not so much about
methods, techniques, and equipment of medical research, but is
mostly about the interinvolvement of medical research, the
perennial concern of individuals with keeping and recovering good
health, and social concerns and pressures of the day. "The meaning
of medical research must regard these various social and personal
aspects," Cohn writes. In this essay, the doctor does answer the
questions of what is studied in medical research and how it is
studied. And he answers the related question of who does the
research. But his discussion of these questions leads to the final
and most significant question "for what reason does the study take
place?" His answer is "to understand the mechanisms at play and to
be concerned with their alleviation and cure." By "mechanisms,"
Cohn means the natural--i. e., biological--causes of disease and
illness. The lay person may take it for granted that medical
research is always principally concerned with finding cures for
medical problems. But as Cohn goes into in part of his lecture,
competition for government grants or professional or public
notoriety, the lure of novel experimentation, or research mainly
to justify a university or government agency can, and often do,
distract medical researchers and their associates from what Cohn
specifies should be the constant purpose of medical research. Such
purpose gives medicine meaning to humankind.

The second lecture with a title sounding as if it might be about a
technical feature of medicine, "X-ray Within the Memory of Man,"
is a historical perspective on the beginnings of the use of x-ray
in medicine. Its author Lewis Cole was a pioneer in the
development of x-rays in the late 1800s and early1900s. He mostly
talks about the development of x-ray within his memory. In doing
so, he also covers the work of other pioneers, notably William
Konrad Roentgen and Thomas Edison. Roentgen was a "pure scientist"
who discovered x-rays almost by accident and at first resented the
application of his discovery to practical uses such as medical
diagnosis. Edison, the prodigious inventor who was interested only
in the practical application of scientific discoveries, and his
co-worker Clarence Dally enthusiastically investigated the
practical possibilities of the discoveries in the new field of
radiation. Dally became so committed to his work in this field
that he shortly developed an illness and died. At the time, no on
knew about the dangers of prolonged exposure to x-rays. But
sensing some connection between his co-worker's untimely death and
his work with x-rays, Edison stopped his own investigations.

Cole himself became involved in work with x-rays during his
internship at Roosevelt Hospital in New York City in 1898 and
1899. His contribution to this important field was in the area of
interpretation of what were at the time primitive x-rays and
diagnosis of ailments such as tuberculosis and kidney stones. Cole
writes in such a way that the reader feels she or he is right with
him in the steps he makes in improving the use of x-rays. He adds
drama and human interest to the origins of this important medical
technology. The lecture "Dr. Watson and Mr. Sherlock Holmes" uses
the popular mystery stories of Arthur Conan Doyle to explore the
role of medicine in solving crimes, particularly murder. In some
cases, medical tests are required to figure out if a crime was
even committed. This lecture in particular demonstrates the
fundamental role played by medicine in nearly all major areas of
society throughout history. The seven collected lectures have
broad appeal. All of them are informative and educational in an
engaging way. Each is on an always interesting topic taken up by a
professional in the field of medicine obviously skilled in
communicating to the general reader. The authors seem almost mind
readers in picking out the most fascinating aspects of their
subjects which will appeal to the lay readers who are their
intended audience. While meant mainly for lay persons, the
lectures will appeal as well to doctors, nurses, and other
professionals in the field of medicine for putting their work in a
broader social context and bringing more clearly to mind the
interests, as well as the stake, of the public in medicine.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
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are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***